MISC Annual Report 2018

The composition and summary of activities of these Board Committees are set out on pages 186 to 192 (for the BARC) and on pages 180 to 185 (for the NRC), of this Annual Report. The Board is also supported by qualified and competent Company Secretaries to provide sound governance advice, ensure adherence to rules and procedures, and advocate adoption of corporate governance best practices. Pn. 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. On 1 July 2018, Pn. Noridah Khamis, the General Manager, Legal, Corporate Secretarial & Compliance Division was appointed as Joint Company Secretary of MISC Berhad. A. 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 a majority Independent Directors on the Board. As at the date of this Annual Report, the Board Composition is as follows: • Independent Non-Executive Directors (including the Chairman) 5 out of 9 (55.6%) • Non-Independent Non-Executive Directors 3 out of 9 (33.3%) • Executive Director (President/Group CEO) 1 out of 9 (11.1%) The Board currently has 9 Directors comprising a Chairman who is an Independent Non-Executive Director, 4 other Independent Non-Executive Directors, 3 Non-Independent Non-Executive Directors and the President/Group CEO who is a Non-Independent Executive Director. Skills and Experience of the Board of Directors Dato’ Ab Halim Mohyiddin Yee Yang Chien Dato’ Sekhar Krishnan Datuk Nasarudin Md Idris Lim Beng Choon Dato’ Rozalila Abd Rahman Tengku Muhammad Taufik Mohd Yusri Mohamed Yusof Liza Mustapha Finance & Audit • • • • • • Economics • • Risk Management • • • • • • • • Corporate Planning & Development • • • • • • • • • Commercial & Marketing • • Operations • • • • • • • • Corporate Governance • • • • • Human Resource • • • Information Technology • Shipping • • Engineering • The Non-Independent Non-Executive Directors are Tengku Muhammad Taufik, Liza Mustapha and Mohd Yusri Mohamed Yusof, who are nominees of Petroliam Nasional Berhad (PETRONAS). 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 41 to 49 of this Annual Report. CORPORATE GOVERNANCE OVERVIEW STATEMENT HIGHLIGHTS OF THE YEAR OUR BUSINESS OUR LEADERSHIP OUR PERFORMANCE OUR COMMITMENT TO SUSTAINABILITY OUR GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 50 TH ANNUAL GENERAL MEETING 171 MISC BERHAD ANNUAL REPORT 2018 170