Content2011 - PETRONAS Gas Berhad

Corporate Governance Statement
The Board of Directors (Board) of PETRONAS Gas Berhad recognises that
its primary responsibility is to safeguard and promote the interests of
the shareholders and to enhance the long-term value of the Company.
The Board continuously strives and is fully committed in maintaining
high standards of corporate governance throughout the organisation
and to safeguard the interests of its shareholders.
The Board in this Corporate Governance Statement complies with
paragraph 15.25 of the Main Market Listing Requirements (MMLR) and
has applied in full the Principles of Corporate Governance and the Best
Practices in Corporate Governance as set out in the Malaysian Code on
Corporate Governance (Revised 2007).
the bOArd And bOArd COMMItteeS
1. Principal Responsibilities of the Board
The Board is generally entrusted with the responsibility to exercise
reasonable and proper care of the Company’s resources for the
best interests of its shareholders and to safeguard the Company’s
assets.
The Board is also accountable under the law for the Company’s
activities, strategy and fi nancial performance. The Board plays
an active role in the strategy development and planning process
whereby the Company through its Management presents to the
Board the proposed strategies for a particular fi nancial year and
the ensuing years for Board’s approval. Particular attention is given
to ensure that the strategies proposed by the Management of
the Company are fully discussed and critically examined by the
Directors. In discharging their duties with reasonable care, skill and
diligence, the Directors will be accorded with suffi cient information
on any subject matter so as to enable the Directors to make sound
business decisions in the best interest of the Company.
112 petronas gas berhad (101671-h)
The Board will, in advance, approve the Company’s Plans and
Budget including cash fl ow forecast for the year and projections
for four subsequent years. These are prepared by the respective
operating units and support services units and reviewed by the
Company’s Management Committee (MC) before submission for
the Board’s approval. The Company’s business performance results
are reviewed periodically by both the Management and the Board.
Results are reported to the Board on a quarterly basis together with
an in-depth explanation and analysis of variances to the budget by
the MD/CEO.
Another dimension of the responsibility entrusted on the Board
is overseeing the risk framework of the Company whereby the
Company advises the Board Audit Committee (BAC) and the Board
on areas of risks faced by the Company from the high to low level,
and adequacy of control and mitigation throughout the Company.
2. An Effective Board Composition
The Board comprises of ten Directors including the Independent
Non-Executive Directors who have been selected based on their
character, calibre, extensive experience and expertise in a wide
range of related and unrelated industries, as well as their ability to
add strength to the stewardship of the Company.
The Board is satisfi ed with its existing number and composition. It is
also of the view that its members have the mix of skills, knowledge,
experience and strength in qualities which are relevant to enable the
Board to carry out its responsibilities in an effective and competent
manner as well as providing balance and independence of the
Board.