Composition The NRC comprises of 3 members, all of whom are NonExecutive Directors which complies with the requirements of the Malaysian Code on Corporate Governance 2012 (“the Code”). The members are as follows: Chairperson • Y. Bhg. Dato’ Halipah Esa Independent Non-Executive Director Members • Y. Bhg. Dato’ Kalsom Abd. Rahman Independent Non-Executive Director • En. Mohamed Firouz Asnan Non-Independent Non-Executive Director Terms of Reference (ToR) The NRC is governed by the ToR and the ToR is consistent with the requirements of MMLR and the Code. The ToR can be viewed on MISC’s website at www.misc.com.my. The functions of the NRC include: • to assess and recommend to the Board the appointment new Board members and new Board Committee members; • to conduct annual review of the Board’s required mix of skills and experience and other qualities, including core competencies which non-Executive Directors and President/Group CEO should bring to the Board; • to implement a formal process for assessing the effectiveness of the Board as a whole, the Board Committees and also the contribution of each individual Director to the effective decision making of the Board, through an evaluation process; • to make recommendations to the Board on the appointment and extension of Management Committee members’ employment; • to recommend to the Board the remuneration and compensation to the Non-Executive Directors, the President/Group CEO, Management Committee members and the salary increment and bonus quantum for the Company. Meetings The NRC had 8 meetings during the financial year ended 31 December 2016 and details of attendance of each NRC members are as follows:- Name of Member Number of Meetings Attended Y. Bhg. Dato’ Halipah Esa 8 out of 8 Y. Bhg. Dato’ Kalsom Abd. Rahman 8 out of 8 En. Mohamed Firouz Asnan 8 out of 8 The President/Group CEO attends the NRC meetings to facilitate the discussion, as well as to provide the appropriate information and advice on relevant matters for the NRC. The Company Secretary, who is also the Vice President of Legal, Corporate Secretarial and Compliance, together with the Vice President of Human Resource act as Joint Secretaries to the NRC. NRC meetings together with the tentative agendas are scheduled in advance of any new financial year in order to facilitate the Directors to plan ahead and fit the year’s meetings into their schedule. All proceedings of the NRC meetings are duly recorded in the minutes and are properly kept by the Company Secretary. In compliance with Paragraph 15.08A of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”), the Nomination Committee (“NC”) and Remuneration Committee (“RC”) were established on 6 May 2011. Effective 1 January 2013, the NC and RC were combined and became the Nomination and Remuneration Committee (“NRC”). Corporate Governance 135 NOMINATION AND REMUNERATION COMMITTEE REPORT
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