A. Summary of Activities of the Nrc Succession Planning and Appointment/Re-election of Directors The NRC has the responsibility for ensuring appropriate succession planning of Directors and for reviewing the Board’s required mix of skills and experience, which includes review of the tenure of Independent Directors on the Board and proposals for retirement and/or reelection. In this regard, the Board deliberated on the succession planning for its members who have served the Company for more than nine years, i.e., YBhg Dato’ Kalsom Abd Rahman and YBhg Dato’ Halipah Esa, who have both intimated their intention to retire from the Company. As part of the succession planning, the Company is actively sourcing for suitable candidates as replacement for YBhg Dato’ Kalsom Abd. Rahman and YBhg Dato’ Halipah Esa. In accordance with Article 95 of the Company’s Articles of Association (“the Company’s Articles”), all 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 re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that AGM. Article 97 of the Company’s Articles also provides that at least one-third (1/3) of the Directors shall retire from office by rotation at least once in every three years but shall be eligible for re-election. This was deliberated by the NRC. At the forthcoming 48th AGM, YBhg Dato’ Kalsom Abd. Rahman, Y. Bhg. Dato’ Sekhar Krishnan and Mr. Yee Yang Chien are retiring pursuant to Article 97 of the Company’s Articles. Y. Bhg. Dato’ Sekhar Krishan and Mr. Yee Yang Chien being eligible, have offered themselves for re-election. However, YBhg. Dato’ Kalsom Abd. Rahman has indicated that she does not wish to seek re-election. Hence, she will retire at the conclusion of the forthcoming 48th AGM of the Company. YBhg Dato’ Halipah Esa will also retire from the Company after the 48th AGM of the Company. The NRC and the Board deliberated on the succession planning of Independent Non-Executive Director(s) to replace YBhg Dato’ Halipah and YBhg Dato’ Kalsom, and are actively pursuing for their replacements. In making recommendations for new appointments to the Board, 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. Board Assessment The NRC conducted a review of the formal Board Performance Evaluation, which is done on an annual basis. This included a review of the effective performance of Management responsibilities in supporting the Board to perform its oversight role on risk management and certain aspects of internal control. The NRC also agreed to the set of Board KPIs that will track Board performance for FY2017. The performance of the Board and the Board Committees is tracked annually against the Board KPIs, using a Performance Evaluation Sheet (“PES”) as a tool. The Board KPIs focus on achievements of measurable ‘hard targets’ based on 3 criteria, i.e., Board Structure (covering for example, Board composition and Directors’ Succession Planning), Board Operations (covering for example Timeliness, Adequacy of Information and Access to Management) and Board Roles and Responsibilities (covering for example Strategic Vision and Risk Management oversight). Under each criteria the KPI components are stated consistent with best practice requirements. Each Director is required to give Rating ‘1’ for Best Practice, Rating ‘2’ for Meets Requirement and Rating ‘3’ for Areas of Improvement. The final ratings are then reviewed by the NRC, the Board and the Management, and consequently Action Plans are implemented by Management for the areas for improvement highlighted. The NRC deliberated the findings from the Board Performance Evaluation for FY2015 Board Performance and made some recommendations for improvement moving forward. MISC BERHAD • Annual Report 2016 136 NOMINATION AND REMUNERATION COMMITTEE REPORT
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