The Group’s Heavy Engineering Business resides in a separate listed entity within the Group. It has a separate corporate governance framework that is modelled along the lines of MISC’s corporate governance framework. The Board is pleased to disclose the Company’s application of the principles as set out in the Code. BOARD OF DIRECTORS A. Board Charter The Group continues to be led by a dynamic Board which plays a vital role in the stewardship of the Group’s strategic direction and operations. In order for the Board to discharge its roles and responsibilities, the Board is guided by the MISC Board Charter that provides the framework in the performance of the Board’s function and duties vis-à-vis the Company and Management. The MISC Board Charter outlines amongst others, Board Roles and Responsibilities, Board Processes, Board Functions and Board Development in order to ensure efficiency in Board performance. The MISC Board Charter is available on the Company’s website at www.misc.com. B. Board Roles and Responsibilities The Board is responsible for providing oversight and stewardship through the following:- • Establishing a strategic plan and setting of targets in line with the Company’s vision, mission and objectives; • Overseeing the conduct and performance of the Company and of the President/Group CEO against agreed goals and objectives; • Identifying principal risks and ensuring the implementation of appropriate systems to manage the risks; • Ensuring a sound succession plan and continuous development of human capital; • Developing and implementing an investor relations programme; • Reviewing the adequacy and the integrity of the Company’s internal control systems; and • Reviewing the strategic, capital or funding transactions and monitoring execution of these transactions. To facilitate the Board’s effectiveness and the efficient discharge of its duties and responsibilities, the Board is assisted by the Board Committees that operate under clearly defined Terms of Reference. Nevertheless, the Board is ultimately accountable and responsible for the affairs and business of the Company. The Board’s responsibilities are clearly provided in the MISC Board Charter and MISC Limits of Authority (“MISC LOA”) which also outlines the demarcation between Board’s and Management’s responsibilities. Policy and Strategy A dedicated Special Board Meeting is held before the end of each financial year to deliberate on the Company’s Annual Business Plan and Budget for the following year, including any long-term business plan. Ahead of the Annual Business Plan and Budget meeting, the Board members also take part together with the Management in the External Environment Analysis and Sectorial Outlook discussion on the Company’s business together with the budget parameters, capital expenditure and financing plan. The Company’s performance is monitored via a Balanced Scorecard which outlines five (5) dimensions, i.e., Financial, Strategic Initiatives, Operations, Health, Safety & Environment (“HSE”) and People Development. These dimensions are generally in line with the Annual Business Plan and Budget as approved by the Board. The Balanced Scorecard is deliberated at length by the Nomination and Remuneration Committee (“NRC”) prior to the performance year in question, and then approved at the Board. For each dimension, specific weightages are given, along with the ‘Minimum’, ‘Base’ and ‘Stretch’ targets to be met by the Company and President/Group CEO. These specific performance dimensions are in turn monitored by measurable Key Performance Indicators (“KPIs”) which are reviewed by the Board and given ratings as appropriate. MISC BERHAD • Annual Report 2016 124 STATEMENT ON CORPORATE GOVERNANCE
RkJQdWJsaXNoZXIy NDgzMzc=