STATEMENT ON CORPORATE GOVERNANCE The President/CEO ensures that financial management practices are performed with the highest level of integrity and transparency in the interest of the Company’s stakeholders and that the business and affairs of the Company are carried out in an ethical manner and in full compliance with the relevant laws and regulations. The President/CEO is assisted by the Management Committee in managing the Group’s business operations on a day-to-day basis. The Management Committee is responsible in the implementation of the Group’s policies and procedures as well as all strategic decisions taken by the President/CEO and/or the Board. The Management Committee’s responsibilities and respective authorities are also specified in the MISC LOA. Non-Executive Directors The 5 Independent Non-Executive Directors, including the Chairman, are independent of management and free from any business or other relationships that could materially interfere with the exercise of their independent judgement. Besides their skills and experience, the Independent Non-Executive Directors are individuals of strong calibre and standing. The role of Independent Non-Executive Directors is pivotal in providing independent views and advice so that the strategies proposed by the Management are open to constructive challenges for the long-term interest of the Group, taking into consideration the interest of stakeholders, including the minority shareholders. Conflict of Interest The Non-Executive Directors do not participate in the day-to-day management of the Company and do not engage in any business transactions or other relationships with the Company as they have the responsibility to exercise independent judgement and to act in the best interest of the Company. All directors within the MISC Group are required to provide a declaration of their interest twice yearly in order to minimise issues relating to conflict of interest. All declarations are maintained in a register of conflict of interest, which is tabled to, and reviewed by the Board Audit Committee. The Company’s Group Internal Audit had also conducted an audit on matters related to Directors’ conflict of interest, with the general finding that the Company’s systems and processes in monitoring Directors’ conflict of interest are adequate. Board Diversity The Board believes a diverse mix of skills and experience is essential for good governance and a productive Board. The composition of the Board is further enhanced in terms of gender diversity whereby 2 out of 9 Directors are women. The Company is fully committed to meet Recommendation 2.2 of the Code relating to gender diversity. The Board is of the view that each Director should be evaluated and/or appointed based on his or her merits, nevertheless gives due consideration to diversity in general when conducting such evaluation. In this regard, the Board had also agreed to an amendment to the Terms of Reference of the NRC which now expressly requires the NRC to take into account diversity in addressing Board composition. The diversity component has also been embedded in the annual Board KPIs for purposes of monitoring Board performance. D. Board Meetings and Supply of Information Board Meetings together with tentative agendas are scheduled in advance of any new financial year to facilitate Directors to plan ahead and fit the year’s meetings into their schedules. The Board meets every quarter and additional meetings are held as and when required. The tentative agendas include matters reserved for Board meetings such as the Annual Budget and Business Plan, financial performance review, major investments and financial decisions and other strategic matters including changes or implementation of key policies and procedures and delegation of authority limits. During the financial year ended 31 December 2015, 8 Board meetings were held. All Board members complied with Paragraph 15.05(3)(c) of the MMLR which states that the office of a Director will become vacant if the Director is absent for more than 50% of the total Board meetings held during a financial year. REDISCOVER I REBUILD I SUSTAIN 102
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