Content2011 - PETRONAS Gas Berhad

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Corporate Governance Statement The presence of the Independent Non-Executive Directors is essential in providing unbiased and independent views, advice and judgement, as well as safeguarding the interests of other parties such as minority shareholders of the Company. The concept of independence adopted by the Board is in accordance with the defi nition of an Independent Director in Paragraph 1.01 of the MMLR. Any new Director is given a comprehensive understanding of the operations of the Company through regular briefi ngs on Company history and fi nancial control systems. In addition, plant visits are arranged to provide understanding of the Company’s operations. Dato’ Sadasivan s/o N.N. Pillay has been appointed as the Senior Independent Non-Executive Director to whom any concerns pertaining to the Company may be conveyed. 3. Board Structures and Procedures a. Board and Board Committee Meetings Board meetings are scheduled in advance before the beginning of the new fi nancial year to enable the Directors to plan ahead their schedules to fi t the series of meetings in the year. Board meetings are held at quarterly intervals with additional meetings held whenever necessary. The Board met six times during the year under review. Most of the Directors attended all the Board meetings. The details of the attendance of the Directors for the year under review are as follows:- 114 petronas gas berhad (101671-h) Table 1 : Attendance Record Name of Directors Attendance Datuk Anuar bin Ahmad* 3/3 Dato’ Sadasivan s/o N.N. Pillay 5/6 Dato’ Chew Kong Seng 6/6 Datuk Mohd Zain bin Haji Abdul Majid 5/6 Muri bin Muhammad 4/6 Samsudin bin Miskon 6/6 Ramlan bin Abdul Malek** 2/2 Rosli bin Boni** 1/2 Lau Nai Tuang** , ***** 2/2 Mohammad Medan bin Abdullah** 2/2 Datuk Wan Zulkifl ee bin Wan Ariffi n*** 3/3 Dato’ Mohammed Azhar bin Osman Khairuddin**** 3/4 Farehana binti Hanapiah**** 4/4 * Appointed as Director of the Company on 17 August 2010 ** Appointed as Director of the Company on 1 November 2010 *** Resigned as Director of the Company on 17 August 2010 **** Resigned as Director of the Company on 1 November 2010 ***** Resigned as Director of the Company on 30 June 2011
. Supply of and Access to Information Prior to the Board meetings, every Director is given an agenda and a set of Board papers covering the agenda items to facilitate informed decision making. The Board papers contain quantitative information and other related performance factors which will enable the Directors to have a good assessment of the subject in hand prior to arriving to the decision. The MD/CEO leads the presentation of Board papers and provides comprehensive explanation on pertinent issues. All proceedings of Board meetings are minuted and signed by the Chairman of the meeting in accordance with the provisions of Companies Act, 1965 in Malaysia. Minutes of the Board meetings which include a record of the decisions and resolutions of the Board meetings are properly maintained by the Company Secretary. The Board is kept updated on the Company’s activities and operations on a regular basis. All Directors have full access to information, including monthly reports on Company activities, both fi nancial and operational. In addition, whenever independent professional advice is required by the Directors, outside experts may, and have been engaged at the Company’s expense. The Directors have access to the advice and services of the Company Secretaries, whose appointments and resignations are subject to the Board’s approval. The Chairman is always accorded with strong and positive support of the Company Secretaries in ensuring the effective functioning of the Board. 115 annual report 2011 The Board is fully aware of, and acts on any matters for decision to ensure proper direction and control of the Company. Such matters, outlined in the Company’s Limits of Authority, clearly establish the authority of the Board and the Management. The Board may, whenever required, as provided by the Articles of Association, set up Board Committees delegated with specifi c powers and responsibilities. c. Training of Directors In compliance with the MMLR, the Directors are mindful that they shall receive appropriate training which may be required from time to time to keep them abreast with the current developments of the industry as well as the new statutory and regulatory requirements. During the fi nancial year, the members of the Board have attended relevant development and training programmes, either attended by the Directors according to their individual needs or as arranged by the Company Secretaries, to enhance their ability in discharging their duties and responsibilities more effectively. The details of which are set out on pages 203 to 204 of the Annual Report. 4. Re-election of Directors Pursuant to Article 93 of the Company’s Articles of Association, an election of Directors shall take place each year at the Annual General Meeting (AGM) of the Company where one-third of the Directors who are longest in offi ce shall retire and, if eligible, may offer themselves for re-election. In accordance with the Company’s Articles of Association, at the 27th AGM held on 22 July 2010, two Directors retired by rotation and were re-elected to the Board by the shareholders.
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ANNUAL REPORT 2011 In 2011, PGB is
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Our Vision, Mission and Shared Valu
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Our Vision A World Class Gas and Ut
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The Sabah-Sarawak Gas Pipeline (SSG
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2,982.3 2007 1,281.2 1,247.0 2007 9
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Corporate Information Our Operation
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Gas Processing Plant Operations Div
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Miri Pipeline System Network Bintul
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Corporate and Management Directory
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Dato’ N. Sadasivan s/o N.N. Pilla
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Samsudin bin Miskon, a Malaysian ag
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Muri bin Muhammad, a Malaysian aged
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Lau Nai Tuang, a Malaysian aged 53,
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Farehana binti Hanapiah, a Malaysia
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Karima binti M Noor General Manager
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Karima binti Mohd Noor General Mana
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Muhamed Ali bin Hashim Mohamed Mana
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Ahmad Nawawi bin Mohd Yatim General
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Liza binti Mustapha Liza, aged 40,
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Performance Review Q&A with the Cha
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39 annual report 2011 The Board of
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41 annual report 2011 PGB’s entry
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43 annual report 2011 The company i
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Clear and precise communication bet
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47 annual report 2011 The Company c
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49 annUaL report 2011 CEO’s Busin
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GATEWAY TO THE NEXT HORIZON Unlocki
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mainly attributable to the enhanced
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KIMANIS POWER PLANT Power Play - Fl
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We can have the best equipment, the
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monumental success in spite of them
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Due to PGB’s extensive experience
Page 65 and 66: Apart from the Chairmanship, the ye
Page 67 and 68: Comparison between 3 rd Term GPTA a
Page 69 and 70: stAtements of ComPrehensive inCome
Page 71 and 72: Earnings Per Share and Net Dividend
Page 73 and 74: Performance of Shares For the Year
Page 75 and 76: Drive + Innovation + Technology = P
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Page 79 and 80: Awards and Achievements With collec
Page 81 and 82: 79 annUaL report 2011 Corporate Res
Page 83 and 84: Sustainability - The PGB Way As a r
Page 85 and 86: PGB continues to invest for the fut
Page 87 and 88: Engagement with international and d
Page 89 and 90: This includes the annual ACD assess
Page 91 and 92: The Company’s training programmes
Page 93 and 94: The regular monitoring sessions are
Page 95 and 96: KEEPING SAFE, KEEPING HEALTHY PGB c
Page 97 and 98: The Company continuously manages he
Page 99 and 100: The green initiative used pilot 3R
Page 101 and 102: AWARDS AND RECOGNITIONS RECEIVED To
Page 103 and 104: Apart from these, the students were
Page 105 and 106: A total of 65 CSR activities were c
Page 107 and 108: C D 16 MAy 2010 Signing Ceremony fo
Page 109 and 110: H 6 SepteMber 2010 A CSR programme
Page 111 and 112: M N O 12 JANuAry 2011 To test the C
Page 113 and 114: 111 annual report 2011 Corporate Go
Page 115: As at the date of this report, the
Page 119 and 120: Fees for certain directors appointe
Page 121 and 122: ACCOuntAbIlIty And AudIt 1. Financi
Page 123 and 124: Risk management is fi rmly embedded
Page 125 and 126: Health, Safety and Environment (HSE
Page 127 and 128: • The Company’s organisational
Page 129 and 130: terMS Of referenCe The BAC is gover
Page 131 and 132: 129 annual report 2011 Board Audit
Page 133 and 134: Statement of Directors’ Responsib
Page 135 and 136: Financial Statements 133 annUaL rep
Page 137 and 138: Directors’ Report For the Year en
Page 139 and 140: Directors’ Report For the Year en
Page 141 and 142: Statements of Financial Position at
Page 143 and 144: Statement of Changes in Equity For
Page 145 and 146: Notes to the Financial Statements 3
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Notes to the Financial Statements 3
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Report of the Auditors to the MeMbe
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Other Information 195 annUaL report
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197 annUaL report 2011 A summary of
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Training Programmes Attended by Dir
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Analysis of Shareholdings as at 31
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Analysis of Shareholdings as at 31
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Corporate Directory PETRONAS Gas Be
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Notice of Annual General Meeting No
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