MISC Annual Report 2017

MISC BERHAD | Annual Report 2017 128 CORPORATE GOVERNANCE OVERVIEW STATEMENT The Group’s Heavy Engineering Business resides in a separate listed entity within the Group. It has a separate corporate governance framework that is modelled along the lines of MISC’s corporate governance framework. The Board is pleased to disclose the Company’s application of the principles as set out in MCCG 2017. PRINCIPLE A : BOARD LEADERSHIP AND EFFECTIVENESS A. Board Charter The Group continues to be led by a dynamic Board which plays a vital role in the stewardship of the Group’s strategic direction and operations. In order for the Board to discharge its roles and responsibilities, the Board is guided by the MISC Board Charter that provides the framework in the performance of the Board’s function and duties vis-à-vis the Company and Management. The MISC Board Charter outlines amongst others, Board Roles and Responsibilities, Board Processes, Board Functions and Board Development in order to ensure efficiency in Board performance. The review on MISC Board Charter is currently being conducted to enhance the contents in line with the MCCG 2017, latest amendments to Bursa Securities MMLR and the new Corporate Governance Guide (3 rd Edition) issued by Bursa Securities. The MISC Board Charter is available on the Company’s website at www.misc.com.my B. Board Roles and Responsibilities The Board is responsible for providing oversight and stewardship through the following : - • Establishing a strategic plan and setting of targets in line with the Company’s Vision, Mission and objectives; • Overseeing the conduct and performance of the Company and of the President/ Group CEO against agreed goals and objectives; • Identifying principal risks and ensuring the implementation of appropriate systems to manage the risks; • Ensuring a sound succession plan and continuous development of human capital; • Developing and implementing an investor relations programme; • Reviewing the adequacy and the integrity of the Company’s risk management and internal control systems; and • Reviewing the strategic, capital or funding transactions and monitoring execution of these transactions. The Board’s responsibilities are clearly provided in the MISC Board Charter and MISC Limits of Authority (MISC LOA) which also outlines the demarcation between Board’s and Management’s responsibilities. To facilitate the Board’s effectiveness and the efficient discharge of its duties and responsibilities, the Board is assisted by the Board Committees that operate under clearly defined Terms of Reference. Nevertheless, the Board is ultimately accountable and responsible for the affairs and business of the Company. The Company has 2 Board Committees, namely the Board Audit and Risk Committee (BARC) and the Nomination and Remuneration Committee (NRC). The BARC has the oversight role on governance, financial reporting, risk management and internal control. The BARC is also responsible for the risk appetite setting for the Company in managing the key risks affecting the Company, and also gives attention to anti-bribery and corruption risks, and oversight of measures for an effective whistleblowing management framework and process. The oversight role on Directors’ skills and experience and Board composition, Directors and Senior Management compensation and rewards, succession planning and human resource, amongst others, is within the purview of the NRC. The composition and summary of activities of these Board Committees are set out on pages 151 to 156 for BARC Report and on pages 137 to 141 for the NRC Report, of this Annual Report. The Board is also supported by a qualified and competent Company Secretary to provide sound governance advice, ensure adherence to rules and procedures, and advocate adoption of corporate governance best practices. Fadzillah Kamaruddin, the Company Secretary, is also the Vice President, Legal, Corporate Secretarial and Compliance, and possesses the requisite legal qualifications to provide legal and corporate governance best practices advice to the Board Members as and when necessary.