BOARD COMMITTEES To ensure effectiveness in discharging its duties and responsibilities, the Board is assisted by the Board Committees which operate under their respective terms of reference. Meetings of Board Committees are normally scheduled prior to Board meetings to enable the Board Committees to go through the relevant papers before they are tabled to the Board for decisions. During Board meetings, the Chairpersons of each Board Committee provide summary reports of the recommendations and decisions made at respective Board Committee meetings and highlight any further matters for deliberation at the Board. The Company has two (2) Board Committees, namely the BAC and the NRC. A. Board Audit Committee (“BAC”) The composition and summary of activities of the BAC are set out separately in the BAC Report on pages 148 to 153 of this Annual Report. The terms of reference of the BAC provides clarity on the responsibilities of the BAC and reflects the BAC’s oversight role on governance, financial reporting, risk management and internal control. B. Nomination and Remuneration Committee (“NRC”) The composition and summary of activities of the NRC are set out separately in the NRC Report on pages 135 to 137 of this Annual Report. The terms of reference of the NRC provides clarity on the responsibilities of the NRC and reflects the NRC’s oversight role on compensation and rewards, succession planning and human capital. DIRECTORS’ TRAINING AND DEVELOPMENT All Board members of the Company are encouraged to attend continuous education programmes in order to ensure they keep abreast with new developments in the business and economic environment, to enhance their skills, as well as ensuring that they possess the necessary knowledge to enable them to discharge their duties and responsibilities more effectively. In 2016, having reviewed the training and development requirements of Directors, the NRC agreed that the Company’s dedicated in-house annual training programme for the Group’s company directors and management personnel shall cover the areas of governance, regulatory, business issues and operations. Therefore, in November 2016, the Company organised its Annual Board of Directors’ Training which covered the topics on ‘MISC’s Code of Conducts and Business Ethics’, including ‘International Compliance Issues’ and ‘Corporate Financial Reporting - Updates on Changes in Financial Reporting’. For the areas of business issues and operations, the topics covered were ‘Competitors’ Landscape in LNG Business - Case Studies on the Success, Failure and Lessons Learnt’ and ‘Surviving in the New Normal’ mainly for the Group’s marine and heavy engineering business and ‘Overview of MISC Group Fleet Technical Operations Standards & Practices’. All Board members of the Company have attended the Mandatory Accreditation Programme (“MAP”) as required by the MMLR. Corporate Governance 131
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