Records of attendance of each Director at Board meetings held in 2016 are as follows:- Director Number of Board Meetings Attended Dato’ Ab. Halim Mohyiddin 9 out of 9 Mr. Yee Yang Chien 9 out of 9 Datuk Manharlal Ratilal 8 out of 9 Dato’ Sekhar Krishnan 9 out of 9 Dato’ Halipah Esa 9 out of 9 Dato’ Kalsom Abd. Rahman 9 out of 9 Datuk Nasarudin Md Idris 9 out of 9 Mr. Lim Beng Choon 8 out of 9 En. Mohamed Firouz Asnan 8 out of 9 The notice of Board meeting is issued to the Board members at least 2 weeks before the meeting date. The agenda of the meeting is discussed amongst the Chairman, the President/Group CEO and the Company Secretary during pre-Board meetings. A full set of Board Papers as per the agenda is distributed in 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 certain matters. Distribution of Board papers and other relevant information are done electronically as it enhances efficiency and 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 provide 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. The Company Secretaries are also responsible for advising the Board of their obligations and duties to disclose their interest in securities, disclosure of any conflict of interest in any transactions involving the Company, prohibition on dealing in securities and restrictions on disclosure of price-sensitive information in line with Recommendation 1.6 of the Code. MISC BERHAD • Annual Report 2016 128 STATEMENT ON CORPORATE GOVERNANCE
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