Content2011 - PETRONAS Gas Berhad

. 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.