MISC Annual Report 2017

MISC BERHAD | Annual Report 2017 138 C. MEETINGS The NRC had 8 meetings during the financial year ended 31 December 2017 and details of attendance of each NRC members are as follows :- NAME OF MEMBER NUMBER OF MEETINGS ATTENDED Dato’ Halipah Esa (retired on 20 April 2017) 5 out of 5 Datuk Nasarudin Md Idris (appointed on 20 April 2017) 3 out of 3 Dato’ Kalsom Abd. Rahman (retired on 20 April 2017) 5 out of 5 Lim Beng Choon (appointed on 1 September 2017) 1 out of 1 Mohamed Firouz Asnan (resigned on 1 December 2017) 8 out of 8 Mohd Yusri Mohamed Yusof (appointed on 7 December 2017) Not applicable The President/Group CEO attends the NRC meetings to facilitate the discussion, as well as to provide the appropriate information and advice on relevant matters for the NRC. The Company Secretary, who is also the Vice President of Legal, Corporate Secretarial and Compliance, together with the Vice President of Human Resource act as Joint Secretaries to the NRC. NRC meetings together with the tentative agendas are scheduled in advance of any new financial year in order to facilitate the Directors to plan ahead and fit the year’s meetings into their schedule. All proceedings of the NRC meetings are duly recorded in the minutes and are properly kept by the Company Secretary. D. SUMMARY OF ACTIVITIES OF THE NRC i. 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 re-election. NOMINATION AND REMUNERATION COMMITTEE REPORT In line with the MCCG 2017, the NRC agreed to recommend to the Board for adoption as a practice, for Independent Directors’ tenure of up to 9 years, and for the practice to be reflected in the Board Charter. With the retirement of Dato’ Kalsom Abd Rahman and Dato’ Halipah Esa after the conclusion of MISC 48 th AGM held on 20 April 2017, the NRC deliberated extensively on the succession planning for its members, in particular its Non-Executive Independent Directors. The NRC also took into account gender diversity in its deliberations on succession planning for its members. The Company is actively sourcing for suitable candidates as Independent Directors to replace Dato’ Kalsom Abd. Rahman and Dato’ Halipah Esa. In sourcing for suitable candidates, the Company has used a variety of approaches and sources, including from Directors’ registries available under the NAM Institute for the Empowerment of Women, under the MSWG and LEAD Women and recommendations from existing Board members. The NRC has also explored the possible use of an independent search firm. Various potential candidates, in particular female candidates, to assume the role of Non-Executive Independent Director, were evaluated based on merits and suitability with the Company’s objectives and required mix of skills and experience. The NRC has short- listed a few potential candidates, and is undertaking the necessary steps to progress the matter, with intent to finalise the candidacy by May 2018. During the year under review, the NRC deliberated and recommended the appointment of the following Non-Independent Non-Executive Directors based on the nominations from PETRONAS :- • Liza Mustapha was appointed on 1 July 2017; and • Mohd Yusri Mohamed Yusof was appointed on 7 December 2017 in place of Mohamed Firouz Asnan. The appointment of the said Non-Independent Non-Executive Directors also brings to the Board the requisite skills and experience to the Board in light of Liza Mustapha's background from Accounting/Finance and having held several portfolios within PETRONAS, including as Chief Financial Officer for PETRONAS Gas Berhad, Senior General Manager of PETRONAS Group