MISC Annual Report 2017

MISC BERHAD | Annual Report 2017 130 Independent Non-Executive Directors The 4 Independent Non-Executive Directors, including the Chairman, are independent of management and free from any business or other relationships that could materially interfere with the exercise of their independent judgement. Besides their skills and experience, the Independent Non- Executive Directors are individuals of strong calibre and standing. The role of Independent Non-Executive Directors is pivotal in providing independent views and advice so that the strategies and initiatives proposed by the Management are open to constructive challenges for the long-term interest of the Group, taking into consideration the interest of stakeholders, including the minority shareholders. Based on the criteria on Independent Directors as provided under the MMLR, there exists no other elements that would compromise their independence and professionalism. In relation to the tenure of Independent Directors, none of MISC Independent Directors exceed the cumulative limit of 9 years. The Board approved the practice on Independent Directors’ tenure of up to 9 years, whereby if the Board intends to retain an Independent Director beyond 9 years, it will provide justification and seek annual shareholders’ approval. Board Diversity The Board believes a diverse mix of skills, experience and background is essential for good governance and a productive Board. The Board is of the view that each Director should be evaluated and/or appointed based on his or her merits and gives due consideration to diversity in general when conducting such evaluation. The Terms of Reference of the NRC expressly requires the NRC to take into account diversity in addressing Board composition. The diversity component, including gender diversity, is also embedded in the annual Board KPIs for purposes of monitoring Board performance. The Company is fully committed to meet MCCG 2017 recommendation relating to gender diversity and is actively pursuing to meet the 30% women representation through the NRC succession planning process. During the year under review, Liza Mustapha was appointed as Non-Independent Non-Executive Director which improved the gender diversity ratio of MISC Board. Board Meetings and Supply of Information Board of Directors' meetings together with tentative agendas are scheduled in advance of any new financial year to facilitate Directors to plan ahead and fit the year’s meetings into their schedules. The Board meets every quarter and additional meetings are held as and when required. The tentative agendas include matters reserved for Board meetings such as the Annual Budget and Business Plan, financial performance review, major investments and financial decisions and other strategic matters including changes or implementation of key policies and procedures and delegation of authority limits. During the financial year ended 31 December 2017, the Company held 9 Board meetings. All Board members complied with Paragraph 15.05(3)(c) of the MMLR which states that the office of a Director will become vacant if the Director is absent from more than 50% of the total Board meetings held during a financial year. Records of attendance of each Director at Board meetings held in 2017 are as follows :- Director Number of Board Meetings Attended Dato’ Ab. Halim Mohyiddin 9 out of 9 Yee Yang Chien 9 out of 9 Datuk Manharlal Ratilal 9 out of 9 Dato’ Sekhar Krishnan 9 out of 9 Dato’ Halipah Esa (retired on 20 April 2017) 3 out of 3 Dato’ Kalsom Abd. Rahman (retired on 20 April 2017) 3 out of 3 Datuk Nasarudin Md Idris 9 out of 9 Lim Beng Choon 9 out of 9 Mohamed Firouz Asnan (resigned on 1 December 2017) 6 out of 8 Liza Mustapha (appointed on 1 July 2017) 2 out of 3 Mohd Yusri Mohamed Yusof (appointed on 7 December 2017) Not applicable CORPORATE GOVERNANCE OVERVIEW STATEMENT