Content2011 - PETRONAS Gas Berhad

As at the date of this report, the Board comprises the following:
Executive Director
(also the MD/CEO)
1/10 (10%)
Independent Non-Executive Directors 4/10 (40%)
Non-Independent Non-Executive Directors
(including the Chairman)
5/10 (50%)
The profile of each Director is presented in the Board of Directors’
Profile on pages 18 to 25 of the Annual Report.
There is a clear demarcation of responsibilities within the Company
to ensure a balance of power and authority. The positions of
Chairman and Managing Director are separately held. The
Chairman is primarily responsible for running the Board and
ensuring that all Directors have full and timely access to all relevant
information, which is necessary for informed decision making. The
Managing Director who is also the Chief Executive Officer oversees
the implementation of Board policies, the day-to-day running
of the business and operational decision making. The MD/CEO
also manages the respective responsibilities of the divisions and
departments in the Company and he is assisted in the management
of the business by the MC, which he consults regularly. The distinct
and separate roles of the Chairman and the MD/CEO ensure a
balance of power and authority, such that no one individual has
unfettered powers of decision making.
113 annual report 2011
All Non-Executive Directors have the necessary expertise and skill
to ensure that the strategies proposed by the Management are
fully evaluated, taking into account the long-term interests of
the shareholders. They review and engage with the Management
and provide input to the strategy development and the planning
process of the Company. In doing so, the Non-Executive Directors
considered and rationalised the initiatives and priorities towards
developing value proposition for the Company to enhance its
competitiveness in achieving the Company’s target.
In addition, they contribute to policy formulation and are actively
involved in decision-making. They provide guidance and promote
professionalism and competence among Management and
employees.
The Directors who are nominated as the representatives of Petroliam
Nasional Berhad (PETRONAS) when making any decisions, always
act in the best interest of the Company in line with Section 132 (1E)
of the Companies Act 1965.
During deliberation of the Board papers at the Board meetings,
any director who is faced with any conflict of duties or conflict of
interests declares his interests and refrains himself from participating
in the discussions of such Board papers.
The Board continuously strives and is fully
committed to maintaining high standards of
corporate governance throughout the organisation
and to safeguard the interests of shareholders.