Succession Planning and Appointment of New Management Committee Members The NRC conducted a review of MISC Berhad’s 5-Year Human Resource Roadmap (“HR 2020”) which aims to support the achievement of MISC’s 5-year plan, MISC 2020. The HR 2020 was designed to achieve a key objective which is to have a healthy pipeline of able and ready talents to fill up critical positions in the MISC Group as the opportunity arises. HR 2020 also addresses measures to enhance Leadership Competencies and Functional Competencies. The NRC also deliberated on the proposed new composition of the Management Committee and the succession planning for the Management Committee positions. In addition, the NRC deliberated on the appointment of the new Senior General Manager of Corporate Planning and Development as a new Management Committee Member. B. Summary of Other Activities of the NRC The NRC also carried out the following activities in discharging its functions and duties:- i. Conducted the Annual Board Performance Evaluation process. The NRC reviewed the Board performance for the financial year ended 31 December 2015 against the KPIs agreed by the Board and identified certain ways and means to improve Board operations. ii. In line with the Recommendations 3.2 and 3.3 of the Code, the Company reviewed the tenure of the Independent Directors who have been with the Company for more than nine years. YBhg Dato’ Halipah Esa and YBhg Dato’ Kalsom Abd. Rahman who were reappointed as Independent NonExecutive Directors at the 47th AGM in 2016, have indicated that they will retire from the Company at the conclusion of the forthcoming 48th AGM of the Company. The actual review was conducted at the Board as YBhg Dato’ Halipah Esa and YBhg Dato’ Kalsom Abd. Rahman are themselves NRC members. iii. With regard to the succession planning of Board membe r s , t he NRC a l so de l i be r a t ed and recommended to the Board that YBhg Datuk Nasarudin Md. Idris, be re-designated as Independent Director Non-Executive Director of the Company and his re-designation to be made effective in 2017 in order to comply with the requirement in the MMLR. iv. The performance appraisal for the FY2016 Balanced Scorecard of the Company was deliberated at length by the NRC along with the proposed Balance Scorecard for FY2017. Specific performance dimensions in the said Scorecard are monitored by measurable Key Performance Indicators (“KPIs”) which are then reviewed by the Board and given ratings as appropriate. v. Deliberated on the MISC employment benchmarking for MISC’s Management Committee members. vi. Deliberated on the MISC proposed salary increment and bonus policy for the FY2016 performance appraisal and the renewal of contracts of employment for senior management. vii. Deliberated and recommended to the Board the adoption of PETRONAS’ policy for achieving 30% women representation at the MISC Board. viii. With regard to Directors’ training and development, a review was undertaken on the training requirements of Directors. This is an annual exercise where the NRC would gauge the Directors’ training and development needs through their individual feedback. ix. Reviewed the amendments to MISC Board Charter whereby the MISC Policy Statement on Anti-Bribery and Corruption was adopted and recommended to the Board as part of MISC’s Compliance and Ethics programme for FY2016. This NRC Report is made in accordance with the resolution of the Board of Directors passed on 23 February 2017. Corporate Governance 137
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