PETRONAS GAS BERHAD
PETRONAS Gas Berhad (PGB) has been in business for 30 years and is still growing strong. Since its incorporation in 1983, PGB’s business has vastly expanded in spite of challenges faced. Today, PGB has prospered as Malaysia’s leading gas infrastructure and utilities with business presence throughout the country. ORGANISATIONAL STRUCTURE
Definition of corporate governance
“…is the process and structure used to direct and manage the business and affairs of the company towards enhancing business prosperity and corporate accountability with the ultimate objective of realizing long term shareholder value, whilst taking into account the interest of other shareholders”. The Board of Directors (Board) of PETRONAS Gas Berhad in this Corporate Governance Statement complies with paragraph 15.25 of the Main Market Listing Requirements (MMLR) and applied in full the Principles of Corporate Governance and the Best Practices in Corporate Governance as set out in the Malaysian Code on Corporate Governance. Principle 1: Establish Clear Roles and Responsibilities
The chairman leads the Board, and the President and Group Chief Executive Officer (CEO) leads the executive management of the Company and provides direction for the implementation of the strategies and business plan as approved by the Board and the overall management of the business operations Groupwide. The Board of Directors (Board) of PETRONAS Gas Berhad recognizes that its primary responsibility is to safeguard and promote the interests of shareholders and to enhance the long term value of the company. PETRONAS believes that good Corporate Governance is fundamental to ensuring the organization competitiveness, growth and sustainability. Certain functions are delegated to Board Committees consisting of Non – Executive Directors. The Board of Directors is entrusted with the responsibility to exercise reasonable and proper care of the company’s resources for the best interest of its shareholders and to safeguard the company assets. Members of the Board have been selected based on their character, caliber, extensive experience and expertise in a wide range of related and unrelated industries, as well as their ability to add strength to the stewardship of the Company. The Board is also accountable under the law for the company for the Company’s activities, strategy and financial performance. The board plays an active role in the strategy development and planning process whereby the Company through its Management presents to the Board the proposed strategies for a particular financial period and the ensuing years for Board’s approval. For 2013 Annual report, the Board of Directors is mindful of the importance of the establishment of clear roles and responsibilities in discharging its fiduciary and leadership functions as recommended by MCCG 2012. In this regard, the Board has assumed the following responsibilities. Review and approve annual corporate plan, which includes overall corporate strategy, operational plan, marketing plan, human resources plan, financial plan and budget, risk management plan and information plan. Oversee the conduct of business and to evaluate whether the business is being properly managed. Identify principal risks and ensure the implementation of appropriate systems to control, monitor and manage these risks. Oversee the succession planning and appointment of senior management, including ensuring senior management personnel are of sufficient calibre. Review the adequacy and integrity of internal control systems and management information systems, ensuring the establishment of sound framework of reporting on internal controls, including regulatory compliance. Review and approve quarterly results and year-end financial statements. It is clearly stated in 2013 annual report and comply with MCCG requirement, the roles and responsibilities of the Directors are documented in the Board Charter which sets out the...
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