Content2011 - PETRONAS Gas Berhad

Fees for certain directors appointed by PETRONAS are paid directly to
PETRONAS as Board of Directors representation fees. During the year,
the Company paid RM205,000 as Board of Directors representation
fees to PETRONAS.
The MD/CEO, an employee of PETRONAS, is seconded to the Company
as an Executive Director. The MD/CEO as well as the other Directors
representing PETRONAS, possess a mix of skills, knowledge, expertise
and experience, each contributing towards safeguarding the interests
of the Company. At the same time, their presence gives the Board a
deeper insight into the Holding Company’s operations with greater
accountability for the Company’s performance, both fi nancial and
operational. In consideration of the service of the MD/CEO, the
Company pays a management fee to cover all payroll-related costs and
benefi ts ordinarily incurred by him in the course of his employment.
During the year, the Company paid RM736,800 as management fee.
The Company also reimburses all reasonable expenses incurred by the
Directors, where relevant, in the course of carrying out their duties as
Directors.
In addition to the MD/CEO, other Management staff have been
seconded from PETRONAS. Their training and succession planning
are aligned to the PETRONAS’ Human Resources Division. The Board
ensures that only appropriate personnel with the relevant skills and
experience are appointed to Management positions of the Company.
The Board further ensures that the members of the MC of the Company
are rewarded based on performance.
AudIt COMMIttee
117 annual report 2011
The Audit Committee comprises mainly the Independent
Non-Executive Directors has specifi c terms of reference including
the review of the interim and full year fi nancial statements and
preliminary announcements, internal fi nancial controls and the reports
of the Group Internal Audit Division of PETRONAS. It ensures the
adequacy and integrity of the Company’s internal control system and
management information system and that they are in compliance
with the Company’s policies and procedures, applicable laws and
regulations and MMLR. The Audit Committee monitors the effective
implementation of programmes to ensure compliance to the Company’s
Risk Management Policy. It will continue to ensure that the principal
risks facing the Company are identifi ed and monitored and appropriate
measures are undertaken to manage these risks. The Audit Committee
Report and the Audit Committee Terms of Reference are detailed out in
pages 126 to 130 in the Annual Report.
relAtIOnShIpS WIth ShArehOlderS
1. Engagements with Shareholders
The Company recognises the importance of timely, fair and equal
dissemination of information to shareholders and public generally.
In this regard, it adheres strictly to the disclosure requirements
of Bursa Malaysia Securities Berhad. Besides the announcement
via Bursa LINK, the Company communicates regularly with the
shareholders through the annual report and the quarterly fi nancial
reports.