The functions of the NRC include:- • to assess and recommend to the Board the appointment new Board members and new Board Committee members. • to conduct annual review of the Board’s required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors and President/CEO should bring to the Board. • to implement a formal process for assessing the effectiveness of the Board as a whole, the Board Committees and also the contribution of each individual Director to the effective decision making of the Board, through an evaluation process. • to make recommendations to the Board on the appointment or extension of Management Committee members’ employment. • to recommend to the Board the remuneration and compensation of the Non-Executive Directors, the President/CEO, Management Committee members and the salary increment and bonus quantum for the Company. The NRC had 5 meetings during the financial year ended 31 December 2015 and details of attendance of each NRC members are as follows:- Name of Member Number of Meetings Attended Dato’ Halipah Esa 5 out of 5 Dato’ Kalsom Abd. Rahman 5 out of 5 En. Mohd. Farid Mohd. Adnan (resigned on 1 October 2015) 2 out of 3 En. Mohamed Firouz Asnan (appointed on 1 October 2015) 2 out of 2 Key activities of the NRC during the year are:- i. Conducted the Annual Board Performance Evaluation process. The NRC reviewed the Board performance for the financial year ended 31 December 2014 against the KPIs agreed by the Board and identified certain ways and means to improve Board operations. This included a review of the effective performance of Management responsibilities in supporting the Board to perform its oversight role on risk management and certain aspects of internal control. ii. In line with the Recommendations 3.2 and 3.3 of the Code, the NRC continues to review the tenure of the Independent Directors who have been with the Company for more than 9 years. The Board decided to retain the said Independent Directors as their independence has never been compromised and they continue to perform their duties and responsibilities professionally. The Board agreed to obtain shareholders’ approval to retain the said Directors as Independent Directors at the forthcoming AGM of the Company. iii. Deliberations took place on the succession planning plan and policy of the Company. In addition, as part of succession planning of the Independent Directors, the NRC deliberated and recommended to the Board that YBhg. Dato’ Sekhar Krishnan, Independent Non-Executive Director and Member of the BAC, be appointed as the Chairman of the BAC in place of Mr. Harry K. Menon who was resigning. MISC BERHAD Annual Report 2015 107
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