It is a mandatory practice at all the Board meetings that in the event that any Director is interested in a particular matter to be deliberated by the Board, the Director is required to declare the nature of his interest, whether direct or indirect, prior to the deliberation. If necessary, the interested Directors are required to abstain from deliberation and voting on the particular matter. The relevant Director(s) may also excuse himself from the meeting when the matter is being deliberated. Records of attendance of each Director at Board meetings held in 2015 are as follows:- Director Number of Board Meetings Attended Dato’ Ab. Halim Mohyiddin 8 out of 8 Mr. Yee Yang Chien 8 out of 8 Datuk Manharlal Ratilal 7 out of 8 Dato’ Sekhar Krishnan 8 out of 8 Dato’ Halipah Esa 8 out of 8 Dato’ Kalsom Abd. Rahman 7 out of 8 Datuk Nasarudin Md Idris 7 out of 8 Mr. Lim Beng Choon 7 out of 8 En. Mohamed Firouz Asnan (appointed on 1 October 2015) 2 out of 2 En. Mohd. Farid Mohd. Adnan (resigned on 1 October 2015) 5 out of 5 Mr. Harry K. Menon (resigned on 28 May 2015) 4 out of 4 The notice of Board meeting is issued to the Board members at least 2 weeks before the meeting date. Subsequently, the agenda and full set of Board Papers are distributed on a timely manner prior to the Board meetings to ensure that Directors have sufficient time to read and be prepared for discussion at the meetings. Comprehensive and balanced financial and non-financial information are encapsulated in the papers covering amongst others, strategic and operational issues, financial and governance matters, regulatory and marketing matters, risk factors, human resource issues and any other issues as identified by the Board. The Directors have direct access to the Management and unrestricted access to any information relating to the Company and the Group in discharging their duties. Where necessary, Management presentations and briefings are held before or during Board meetings to provide clarity to the Board before they can deliberate and approve a certain matter. Distribution of Board papers and other relevant information are done electronically as this enables the Directors to access the information at their convenience. E. Company Secretaries To ensure the effective functioning of the Board, all Directors have full access to the advice and services of the Company Secretaries. The Company Secretaries are responsible for ensuring that Board meeting procedures are followed. The Company Secretaries also serve and advise the Board on matters relating to compliance with relevant laws, rules and regulation, governance best practices and Directors’ duties and responsibilities. To render the advisory roles to the Board, the Company Secretaries possess the necessary qualifications and experience. Pn. Fadzillah Kamaruddin, the Company Secretary, is also the Vice President, Legal, Corporate Secretarial and Compliance, and possesses the requisite legal qualifications to give legal and corporate governance best practices advice to the Board Members as and when necessary. Her profile is available on page 43 of this Annual Report. MISC BERHAD Annual Report 2015 103
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