MISC Annual Report 2017

129 Corporate Governance C. Board Composition and Balance The composition of the Board is in compliance with Paragraph 15.02 of the MMLR which stipulates at least 2 or one-third of the Board members shall be Independent Directors, whichever is higher. It is also in line with the Practice under MCCG 2017 to have at least 50% Independent Directors on the Board. MISC is actively pursuing to achieve a majority of Independent Directors on the Board, as recommended for Large Companies under MCCG 2017. The Board currently has 8 Directors comprising a Chairman who is an Independent Non-Executive Director, 3 other Independent Non-Executive Directors, 3 Non-Independent Non-Executive Directors and the President/Group CEO who is a Non-Independent Executive Director. The Non-Independent Non-Executive Directors are Datuk Manharlal Ratilal, Liza Mustapha and Mohd Yusri Mohamed Yusof, who are nominees of Petroliam Nasional Berhad (PETRONAS). During the year under review, Dato’ Sekhar Krishnan was appointed as the Senior Independent Director of the Company. He is currently the Chairman of BARC of MISC, and has also been designated as the Chairman of the Whistleblowing Committee 1 which reviews any whistleblowing cases against Senior Management. Membership of the Board is drawn from various professional backgrounds, bringing depth and diversity in experience, expertise and perspectives to guide the Group. To ensure a balance of power and authority and clarity in decision making, there is a clear division of responsibilities between the Chairman and the President/Group CEO. Each individual member of the Board is expected to devote sufficient time to the Company in carrying out their duties and responsibilities. The Chairman will be notified before the Directors accept any new directorship outside the Group. The notification includes an indication of time that will be spent on the new appointment. The profiles of the Board members are presented on pages 18 to 25 of this Annual Report. Chairman Dato’ Ab. HalimMohyiddin, an Independent Non-Executive Director is the Chairman of the Company. As the Chairman, he is primarily responsible to lead the Board for the orderly conduct and effectiveness of the Board in discharging its responsibilities. This includes setting the agenda, style and tone of Board’s discussions so as to promote constructive debate and effective decision-making, and leading all Board meetings and general meetings. He also has the discretion to determine whether additional Board Committees are required to support the Board’s role and ensuring the effectiveness of such Committees. President/Group CEO Yee Yang Chien, the President/Group CEO, is responsible for the overall operations of the business, organisational effectiveness as well as coordinating the development and implementation of policies and business strategies, as guided and approved by the Board. He is also responsible for developing and translating the policies and business strategies into a set of manageable goals and priorities based on effective risk management controls for business operations, investments and other activities. The President/Group CEO ensures that financial management practices are performed with the highest level of integrity and transparency in the interest of the Company’s stakeholders and that the business and affairs of the Company are carried out in ethical manner and in full compliance with the relevant laws and regulations. The President/Group CEO is assisted by the Management Committee in managing the Group’s business operations on a day-to-day basis. The Management Committee is responsible for the implementation of the Group’s policies and procedures as well as all strategic decisions taken by the President/Group CEO and/or the Board. The Management Committee’s responsibilities and respective authorities are also specified in the MISC LOA manual. CORPORATE GOVERNANCE OVERVIEW STATEMENT