Non-Executive Directors The 6 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 and initiatives 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 company 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 reviewed on an annual basis, and any significant declaration will be highlighted to the Board Audit Committee. At the Group, the management of directors’ conflict of interest is subject to audit by the Company’s Group Internal Audit. Board Diversity The Board believes a diverse mix of skills, experience and background 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 Board members 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 and gives due consideration to diversity in general when conducting such evaluation. The Terms of Reference of the NRC expressly requires the NRC to take into account diversity in addressing Board composition. The diversity component is also embedded in the annual Board KPIs for purposes of monitoring Board performance. D. Board Meetings and Supply of Information Board of Directors’ 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 2016, the Company held 9 Board meetings. 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 from more than 50% of the total Board meetings held during a financial year. 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. Corporate Governance 127
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