MISC Annual Report 2018

CORPORATE GOVERNANCE OVERVIEW STATEMENT Chairman Dato’ Ab. Halim Mohyiddin, 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, effective decision-making, monitor good corporate governance practices 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 Mr. 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. Independent Non-Executive Directors The 5 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 and the Board has also approved the policy on Independent Directors’ tenure of up to 9 years. Senior Independent Director Dato’ Sekhar Krishnan was appointed as Senior Independent Director on 8 August 2017. As a Senior Independent Director, his responsibilities include: • To act as a sounding board for the Chairman of the Board; • To act as an intermediary for other Directors and/or Chairman when necessary; • To act as a point of contact of shareholders and other stakeholders on areas that cannot be resolved through the normal channels of contact with the Chairman or President/Group CEO; and • To execute such other roles as designated by the Board from time to time. For any issues relating to the Group that require the attention of the Senior Independent Director, it can be channeled to the following address: Dato’ Sekhar Krishnan Senior Independent Director MISC Berhad Level 25, Menara Dayabumi Jalan Sultan Hishamuddin 50050 Kuala Lumpur 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 and the same is also reflected in MISC Board Diversity Policy. 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, Dato’ Rozalila Abd. Rahman was appointed as Independent Non-Executive Director which further improved the gender diversity ratio of MISC Berhad. To date, the gender diversity ratio of women directors of the Company is 22.2% compared to 12.5% in 2017. The Board Diversity Policy which formed part of MISC Board Charter is available on the Company’s website at www.misc.com.my 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 2018, the Company held 12 Board meetings. All Board members complied with the minimum attendance requirement of at least 50% Board meetings held during the financial year pursuant to Paragraph 15.05(3)(c) of the MMLR. Records of attendance of each Director at Board meetings and also at the Annual General Meeting (AGM) held in 2018 are as follows: Director Board Meeting Attendance AGM Dato’ Ab. Halim Mohyiddin 12/12 1/1 Yee Yang Chien 12/12 1/1 Dato’ Sekhar Krishnan 11/12 1/1 Datuk Nasarudin Md Idris 12/12 1/1 Lim Beng Choon 12/12 1/1 Liza Mustapha 12/12 1/1 Mohd Yusri Mohamed Yusof 9/12 1/1 Dato’ Rozalila Abdul Rahman (appointed on 1 August 2018) 5/5 Not Applicable Dato’ Manharlal Ratilal (resigned on 1 November 2018) 9/10 1/1 Tengku Muhammad Taufik (appointed on 15 November 2018) 2/2 Not Applicable The Directors have direct access to the Management and unrestricted access to any information relating to the Company and the Group in discharging their duties. Where necessary, Management presentations and briefings are held before or during Board meetings to provide clarity to the Board before they can deliberate and approve certain matters. Distribution of Board papers and other relevant information are done electronically as it enhances efficiency and enables the Directors to access the information at their convenience. The deliberations at the Board and Board Committee meetings are properly recorded and communicated to relevant management for necessary action. Minutes of Board meetings, which include records of the decisions of the Board, are properly maintained by the Company Secretary. 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 173 MISC BERHAD ANNUAL REPORT 2018 172