MISC Annual Report 2019

All Board members complied with the minimum attendance requirement of at least 50% of the Board meetings held during the financial year pursuant to Paragraph 15.05(3)(c) of the MMLR. The following is a summary of the AGM, Board and Board Committees’ meetings attendance in 2019: Name of Directors Meeting attendance in 2019 AGM Board of Directors Board Audit & Risk Committee Nomination & Remuneration Committee Dato’ Ab. Halim Mohyiddin (Chairman) 1/1 11/12 - - Dato’ Sekhar Krishnan (BARC Chairman) 1/1 11/12 5/5 - Datuk Nasarudin Md Idris (NRC Chairman) 1/1 12/12 5/5 7/7 Lim Beng Choon 1/1 11/12 5/5 7/7 Dato’ Rozalila Abdul Rahman 1/1 12/12 - *n/a Tengku Muhammad Taufik 1/1 12/12 - - Liza Mustapha 1/1 12/12 5/5 - Mohd Yusri Mohamed Yusof 1/1 12/12 - 7/7 Yee Yang Chien (President/Group CEO) 1/1 12/12 ------- Invitee ------- * Dato’ Rozalila Abdul Rahman was appointed as NRC member with effect from 9 December 2019. The Directors have direct access to 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 members before they deliberate on matters tabled for approval. Distribution of Board papers and other relevant information is done electronically as it enhances efficiency and enables the Directors to access the information at their convenience. The Board is also supported by qualified and competent Company Secretaries who provide sound advice on governance, ensure adherence to rules and procedures, and advocate the adoption of CG best practices. Effective 1 January 2020, Encik Ausmal Kardin was appointed as the Company Secretary of MISC Berhad in place of Puan Fadzillah Kamaruddin, who resigned on 31 December 2019. Encik Ausmal Kardin is also the Vice President, Legal, Corporate Secretarial and Compliance and possesses the requisite qualifications to advise the Board. Puan Noridah Khamis, the General Manager, Legal, Corporate Secretarial and Compliance, is the Joint Company Secretary of MISC Berhad. The deliberations at the Board and Board Committee meetings are properly recorded and communicated to Management for necessary action. Minutes of Board meetings, which include records of the Board’s decisions, are properly maintained by the Company Secretary. Directors’ Training and Development All Board members of the Company are encouraged to attend continuous education programmes in order to ensure they keep abreast with new developments in the business and economic environment, to enhance their skills, as well as ensuring that they possess the necessary knowledge to enable them to discharge their duties and responsibilities more effectively. All Board members of the Company have attended the Mandatory Accreditation Programme (MAP) as required by the MMLR. In compliance with Paragraphs 15.08(2) and (3) of the MMLR, the main training programmes attended by the Board members in 2019 are as follows: Name of Director Training Attended Organiser Date Dato’ Ab. Halim Mohyiddin 1. MISC Group Directors’ Training and Annual Planning Forum • • Mega Trends & Macroeconomics • • Oil & Gas and Upstream Outlook • • Energy Shipping Outlook • • Geopolitical Outlook • • Beyond IMO 2020 MISC Berhad 26 June 2019 2. Building Trust Award 2019 PwC Malaysia 2 July 2019 3. 2 nd MISC Group Directors’ Training FY2019 • • Culture-Proofing Organisations in the Digital Era: Creating the Right Culture for Sustainable Growth • • Economic Sanctions & Export Controls • • Overview of Port Management & Maritime Service and Business Outlook • • Decarbonisation of the Shipping Industry MISC Berhad 5 December 2019 Dato’ Sekhar Krishnan 1. Dawn of a New Corporate Malaysia ZICO Law 28 January 2019 2. One-Day Workshop on “Blockchain for Accountants – Awareness Workshop” MICPA 20 February 2019 3. MISC Group Directors’ Training and Annual Planning Forum • • Mega Trends & Macroeconomics • • Oil & Gas and Upstream Outlook • • Energy Shipping Outlook • • Geopolitical Outlook • • Beyond IMO 2020 MISC Berhad 26 June 2019 4. Introduction to Integrated Reporting MIA 17 July 2019 5. 2 nd MISC Group Directors’ Training FY2019 • • Culture-Proofing Organisations in the Digital Era: Creating the Right Culture for Sustainable Growth • • Economic Sanctions & Export Controls • • Overview of Port Management & Maritime Service and Business Outlook • • Decarbonisation of the Shipping Industry MISC Berhad 5 December 2019 Corporate Governance Overview Statement 197 196 OUR GOVERNANCE MISC BERHAD PEOPLE. PASSION. POSSIBILITIES ANNUAL REPORT 2019