MISC Annual Report 2018

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 to allow the NRC members to plan ahead and incorporate the year’s meetings into their respective schedules. The agenda and meeting papers are distributed to the NRC members via a secured collaborative software, which eases the process of distribution of meeting papers and minimises leakage of sensitive information, as well as enabling the Directors to have access to the papers electronically, anytime and anywhere. All proceedings of the NRC meetings are duly recorded in the minutes and are properly kept by the Company Secretary. FUNCTIONS OF THE NRC AND RELATED ACTIVITIES IN FY2018 1. Board Membership - Appointment/Re-election of Directors and Succession Planning 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. The nomination of Non-Independent Non-Executive Directors (NINEDs) to the Board is made by PETRONAS, being the majority shareholder of the Company. The nomination of Independent Non-Executive Directors (INEDs) to the Board follows the following Board appointment process: Circumstances giving rise to a Board vacancy The NRC develops the selection criteria, i.e. competencies and attributes required Management initiates search for candidates Assess and shortlist potential candidates in consultation with the NRC The NRC interviews shortlisted candidates Deliberation by the NRC on suitability of the candidate MISC Board approval Orientation/ Induction Mandatory Accreditation Programme (If Applicable), Continuous Training & Annual Performance Assessment PROCESS FLOW FOR APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR NOMINATION & REMUNERATION COMMITTEE REPORT Dear Shareholders, I am pleased to present the Nomination and Remuneration Committee Report for the financial year ended 31 December 2018. COMPOSITION The NRC comprises 3 members, all of whom are Non-Executive Directors, and a majority of whom are Independent Directors, which complies with the requirements of the MMLR and the Malaysian Code on Corporate Governance 2017 (MCCG 2017). As at the date of this report, the composition of the NRC is as follows: Members Date of Appointment as NRC Member DATUK NASARUDIN MD IDRIS Chairman Independent Non-Executive Director 20 April 2017 (Re-designated as Chairman on 1 September 2017) LIM BENG CHOON Member Independent Non-Executive Director 1 September 2017 MOHD YUSRI MOHAMED YUSOF Member Non-Independent Non-Executive Director 7 December 2017 TERMS OF REFERENCE The NRC is governed by its own Terms of Reference (TOR), which is consistent with the requirements of the MMLR and best practices of the MCCG 2017. For more information on the NRC’s TOR, please refer to MISC’s corporate website at www.misc.com.my. MEETINGS The NRC met 7 times during the year under review. Details of each NRC member’s attendance are as follows: Name of Member Number of Meetings Attended in 2018 DATUK NASARUDIN MD IDRIS 7/7 LIM BENG CHOON 7/7 MOHD YUSRI MOHAMED YUSOF 7/7 In compliance with Paragraph 15.08A of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities), the Nomination Committee (NC) and Remuneration Committee (RC) were established on 6 May 2011. Effective 1 January 2013, the NC and RC were combined and became the Nomination and Remuneration Committee (NRC). DATUK NASARUDIN MD IDRIS Independent Non-Executive Director NRC Chairman 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 181 MISC BERHAD ANNUAL REPORT 2018 180