MISC Annual Report 2019

Chairman Dato’ Ab. Halim Mohyiddin is the Independent Non-Executive Chairman of MISC. The Chairman’s primary role is to lead the Board and ensure the Board fulfils its obligations to the Company effectively. This includes setting the agenda, style and tone of Board discussions so as to promote constructive debate, effective decision-making, instilling and monitoring good CG 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. President/Group CEO Mr. Yee Yang Chien is the President/Group CEO and Executive Director of MISC. 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 an ethical manner and in compliance with the relevant laws and regulations. The President/Group CEO is supported 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 and all strategic decisions taken by the President/Group CEO and/or the Board. The Management Committee’s responsibilities and respective authorities are specified in the MISC LOA. Independent Non-Executive Directors The five Independent Non-Executive Directors (INEDs), 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 INEDs are individuals of strong calibre and standing. The role of INEDs is pivotal in providing independent views and advice so that the strategies and initiatives proposed by 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 INEDs pursuant to the MMLR, there exists no other elements that would compromise their independence and professionalism. Pursuant to the MISC Board Charter, the INEDs are subject to a nine-year limit on their tenure in MISC. To-date, none of MISC’s INEDs have exceeded the nine-year limit on their tenure. Senior Independent Director Dato’ Sekhar Krishnan was appointed as Senior Independent Director on 8 August 2017. As the 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 for 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. Any issues relating to the Group that requires the attention of the Senior Independent Director can be directed to his email address at sekhar@miscbhd.com or the following address: Dato’ Sekhar Krishnan Senior Independent Director MISC Berhad Level 25, Menara Dayabumi Jalan Sultan Hishamuddin 50050 Kuala Lumpur Board Meetings and Access to Management, Company Secretaries, Information and External Experts Board of Directors’ meetings together with tentative agendas are scheduled in advance of any new financial year to enable Directors to plan and fit the year’s meetings into their schedules. The Board meets on a quarterly basis and additional meetings are held as and when required. The tentative agendas include matters reserved for the Board 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. Corporate Governance Overview Statement Review the long term business strategy and challenges faced, and adopt a business plan and budget which facilitates Management’s pursuit of MISC’s targets. Oversee the conduct of MISC’s businesses, including the participation in tenders for projects, partnerships and initiatives. Establish the risk appetite within which Management is expected to operate and ensure effective risk management framework and internal controls are in place to identify, evaluate, manage and monitor both current and emerging risks. Review of succession plan to ensure a sustainable talent pipeline is in place across all levels within MISC, including the Board. Ensure the integrity of MISC’s financial and non-financial reporting. Promote good culture across MISC with the MISC Code of Conduct and Business Ethics at its core. STRATEGIC GROWTH BUSINESS SUSTAINABILITY & RISK SUCCESSION PLANNING CORPORATE GOVERNANCE Review the MISC Sustainability Strategy 2020 progress and discuss post-2020 sustainability strategy. Oversee the cultivation of a competent and capable workforce through a structured and holistic employee development process and promote safe working conditions. MISC Board / Board Committees’ Focus Areas in 2019 To avoid any conflict of interest, all Board members declare their interests where applicable at all Board meetings. 195 194 OUR GOVERNANCE MISC BERHAD PEOPLE. PASSION. POSSIBILITIES ANNUAL REPORT 2019