Content2011 - PETRONAS Gas Berhad

Corporate Governance Statement
Pursuant to Section 129 of the Companies Act 1965, in Malaysia, a
Director who is over 70 years of age must retire at the AGM of the
Company, and may be reappointed by shareholders with not less
than a three-fourth majority. At the 27th AGM held on 22 July 2010,
three Directors were re-appointed pursuant to this provision.
The Directors’ who attained the age of 70 years have thus far
been re-elected and re-appointed as they are highly regarded
personalities in the business community. They have demonstrated
to the Board that they exercise independent judgement and have
acted in the best interest of the Company and ensured that the
varied competing interests of all stakeholders are respected
without compromising fi nancial performance and accountability
of the Company.
116 petronas gas berhad (101671-h)
dIreCtOrS’ nOMInAtIOn And reMunerAtIOn
The Board as a whole also acts as the Nomination and Remuneration
Committee and in this respect undertakes the following functions:
• to assess and recommend new Directors to the Board;
• to review annually the mix of skills and experience, and other qualities
to enable the Board to function completely and efficiently;
• to implement a formal appraisal process for the evaluation of the
effectiveness of the Board as a whole, the committees and the
individual contribution of each Board member; and
• to recommend to the Board the remuneration of all Non-Executive
Directors; individual Directors do not participate in the discussion
relating to their own remuneration.
The Board will deliberate on the above during the normal proceedings
of the meeting of Directors.
With the exception of the MD/CEO, all Non-Executive Directors are paid Directors’ fees as approved by the shareholders at the AGM, based on the
recommendation of the Board. For the year under review, the breakdown of fees received by each Director is as follows:
Table 2: Details of Directors’ Fees
Directors’ Name
Directors’ Fees
(RM)
Board Meeting
Attendance Fees
(RM)
BAC Meeting
Attendance Fees
(RM)
Dato’ Sadasivan s/o N.N. Pillay Non-Executive 72,000.00 15,000.00 9,000.00 96,000.00
Dato’ Chew Kong Seng Non-Executive 72,000.00 18,000.00 8,000.00 98,000.00
Datuk Mohd Zain bin Haji Abdul Majid Non-Executive 72,000.00 15,000.00 6,000.00 93,000.00
Muri bin Muhammad Non-Executive 72,000.00 12,000.00 – 84,000.00
Rosli bin Boni* Non-Executive 30,000.00 3,000.00 2,000.00 35,000.00
Mohammad Medan bin Abdullah* Non-Executive 30,000.00 6,000.00 – 36,000.00
Datuk Wan Zulkifl ee bin Wan Ariffi n** Non-Executive 27,000.00 4,000.00 – 31,000.00
Dato’ Mohammed Azhar
bin Osman Khairuddin***
Total
(RM)
Non-Executive 18,000.00 3,000.00 2,000.00 23,000.00
Farehana binti Hanapiah*** Non-Executive 42,000.00 12,000.00 – 54,000.00
Total 435,000.00 88,000.00 27,000.00 550,000.00
* 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