The Company Secretaries organise and attend all Board and Board Committee meetings and ensures these meetings are properly convened. The deliberations at the Board and Board Committee meetings are properly recorded and communicated to relevant management for necessary action. Minutes of Board meetings, which include records of the decisions of the Board, are properly maintained by the Company Secretaries. F. Appointment and Re-election of Directors The NRC has the responsibility in making recommendations for new appointments to the Board. In making these recommendations, the NRC assesses the suitability of candidates, taking into account the required mix of skills, knowledge, expertise and experience, professionalism, integrity, competencies and other necessary qualities, including diversity in gender, before recommending potential new Directors to the Board for appointment. In accordance with Article 95 of the Company’s Articles of Association, Directors who are newly appointed to the Board shall hold office until the next AGM subsequent to their appointment and shall then be eligible for reelection but shall not be taken into account in determining the Directors who are retiring by rotation at that AGM. Article 97 of the Articles of Association provides that at least one-third of the Directors shall retire from office by rotation at least once in every three years but shall be eligible for re-election. At the forthcoming 48th AGM of the Company, Dato’ Kalsom Abd. Rahman, Dato’ Sekhar Krishnan and Mr. Yee Yang Chien are retiring pursuant to Article 97 of the Articles of Association. Dato’ Sekhar Krishnan and Mr. Yee Yang Chien, being eligible, have offered themselves for re-election. Dato’ Kalsom Abd. Rahman, who has served the company for more than nine years, did not offer herself for re-election and has opted to retire from the Company. Dato’ Halipah Esa who has also served the Company for more than nine years, will also retire from the Company after the 48th AGM of MISC. The NRC and the Board had deliberated on the succession planning of the members of the Board and are actively pursuing for replacements for Dato’ Kalsom Abd. Rahman and Dato’ Halipah Esa as Independent Non-Executive Directors. All the Independent Non-Executive Directors have completed the Independent Directors’ Self-assessment Checklist as provided by the Bursa Securities’ Corporate Governance Guide (2nd Edition). It was concluded that there exists no other elements that would compromise their independence and professionalism. G. Directors’ Remuneration The NRC is responsible for reviewing and recommending to the Board the Director’s remuneration in line with the responsibilities and contributions made for the year. In line with the Code, the Company aims to set remuneration for Directors at levels which are sufficient to attract and retain persons of calibre to guide the Group, taking into consideration the workload and responsibilities involved. The level of remuneration for Non-Executive Directors reflects the level of responsibilities undertaken and contributions made by them. All Non-Executive Directors are paid Directors’ fees and meetings attendance allowance which are subsequently approved by the shareholders at the AGM. However, all payments of Directors’ fees and meetings attendance allowance for executives of PETRONAS with the positions of Vice President and above, representing PETRONAS on the boards of PETRONAS’ subsidiaries and associated companies are treated as management fees and are paid directly to PETRONAS. The Company paid a total of RM208,000 as management fees to PETRONAS during the financial year ended 31 December 2016 in respect of Directors’ fees and meetings attendance allowance for Datuk Manharlal Ratilal and En. Mohamed Firouz Asnan. The remuneration package for the Executive Director, i.e., the President/Group CEO comprises fixed and performance-linked elements based on KPIs as outlined in the Balanced Scorecard. As an Executive Director, the President/Group CEO is not entitled to Directors’ fees or any meeting attendance allowance. Corporate Governance 129
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