MISC Annual Report 2019

Board Composition and Diversity The MISC Board comprises a majority of Independent Directors, which is compliant with the MMLR and the MCCG 2017. The Board composition promotes diversity and enables various perspectives to be given, which facilitates the making of informed decisions and the stewardship of the Company. The Board recognises the need for it to strategically evolve as a dynamic Board in accordance with the strategic direction of the Company. Hence, the Board actively reviews its composition to ensure it has the right balance of independence and diversity to effectively discharge its collective responsibilities. As at 2 March 2020, the Board composition is as follows: Director’s Name Age Gender Nationality/Ethnicity Date of Appointment Tenure (Years, “Y”) (Months, “M”) Independent Non-Executive Directors (representing minority shareholders) Dato’ Ab. Halim Mohyiddin 74 Male Malaysian/Malay 15 January 2015 5Y 2M Dato’ Sekhar Krishnan 64 Male Malaysian/Indian 15 January 2015 5Y 2M Datuk Nasarudin Md Idris 64 Male Malaysian/Malay 23 February 2017 3Y Lim Beng Choon 60 Male Malaysian/Chinese 16 August 2012 7Y 7M Dato’ Rozalila Abdul Rahman 58 Female Malaysian/Malay 1 August 2018 1Y 7M Non-Independent Non-Executive Directors (representing the major shareholder) Tengku Muhammad Taufik 46 Male Malaysian/Malay 15 November 2018 1Y 4M Liza Mustapha 49 Female Malaysian/Malay 1 July 2017 2Y 8M Mohd Yusri Mohamed Yusof 53 Male Malaysian/Malay 7 December 2017 2Y 3M Executive Director (representing Management) Yee Yang Chien 52 Male Malaysian/Chinese 1 January 2015 5Y 2M Each Director 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 would include an indication of the time commitment required for the new appointment. In accordance with the MMLR, none of the Board members hold more than five directorships in listed companies. Board Skills and Experience Matrix Dato’ Ab. Halim Mohyiddin Yee Yang Chien Dato’ Sekhar Krishnan Datuk Nasarudin Md Idris Lim Beng Choon Dato’ Rozalila Abdul 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 Board believes that diversity in the Board composition 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 with due consideration given to diversity, as stated in the MISC Board Diversity Policy, which forms part of the MISC Board Charter. The Company is fully committed to meet the MCCG 2017 recommendation relating to gender diversity. The target of 30% women on the Board has been retained in the Board Key Performance Indicators for the financial year 2020. To-date, the gender diversity ratio of women directors of the Company remains at 22.2%. For more information on the Board members, please refer to their respective profiles on pages 173 to 181 of this Annual Report. Corporate Governance Overview Statement Majority of the Board members are Independent Non-Executive Directors (55.6%). Separate positions of Chairman and CEO. Tenure of Independent Non-Executive Directors do not exceed nine years. 193 192 OUR GOVERNANCE MISC BERHAD PEOPLE. PASSION. POSSIBILITIES ANNUAL REPORT 2019