MSM Malaysia Holdings Berhad Annual Report 2019

Summary of Board Key Activities in FY 2019 Below are among the key matters considered by the Board throughout the nine meetings held during FY 2019: Board Structure • Approved for reappointment/re-election of Directors retiring at the 2019 Annual General Meeting (AGM), appointment of new director, revised the composition of MSM Board of Directors. • Acceptance of the final report of the Annual Effectiveness Evaluation of the Board, Board Committees and Individual Directors together with the highlighted improvement areas and mandated NRC to follow through. Financial • Reviewed and approved the 2018 quarterly results and the Financial Statements for the FY 2018. • Assessed and approved the reappointment of external auditors in accordance with MSM External Auditor Policy. • Reviewed the Quarterly report on: • MSM Group Recurrent Related Party Transactions • MSM Group’s Capital Expenditure (CAPEX) • Recoverability and Trade Receivables • Financial Covenants • Cashflow Projection • The implementation of MSM Group Long Term Strategic Initiatives under Strategic Plan 2019-2021. • The Board deliberated and approved the 3-Year Business Plan (2020-2022) and budget for MSM Malaysia Holdings Berhad Group for FY 2020. Remuneration and Human Resource • The Board considered and approved several matters pertaining to remuneration and Human Resource including employees’ bonus and yearly increment, remuneration package and Key Performance Indicator (KPI) of Top Management. Company and Group Operations • To ensure effectiveness of the operations, the Board focus on the progress on the disposal of Plantation Land by MSM Perlis Sdn Bhd. • The Board also emphasize onto the progress of Johor refinery. Other Key Matters • The Board also reviewed, deliberated and approved among others, reports for disclosure in 2018 Annual Report, policies and procedures and matters related to the 2019 Annual General Meeting. • The Board, on 20 November 2019 reviewed, revised and approved the TOR of Board Committees, Board Charter, Board Nomination and Election Policy and Procedures. The revised policies are made available in the Company’s corporate website at http://www.msmsugar.com/our- company/corporate-governance. Priorities in 2020 • Rationalise and consolidate production capacities in all the three refineries • Reduce refining cost through increasing utilisation factors and various cost savings initiatives • Review the wholesale business model in the domestic market • Look for overseas markets to expand export sales • Diversification into value added and food related products Whistleblowing Policy The Board, in promoting healthy corporate culture encourages employees to report genuine concerns in relation to breach of a legal obligation, miscarriage of justice, danger to health and safety, has put in place a Whistleblowing Policy (Policy) that provides clarity of oversight and responsibilities of the whistleblowing process, the reporting process and protection to whistleblowing process, the reporting process and protection to whistleblowing and confidentiality afforded to the whistleblowing. The Policy which allows the reporting individual to report on alleged unethical behaviour within the Group was established with the aim to maintain the highest standard of ethics and legal conduct within the Group. Further information on the implementation of the Policy can be found in the 2019 CG Report and published in the Company’s corporate website at http://www.msmsugar.com/our-company/ corporate-governance. Board Composition The following were the changes in the Board of Directors during FY 2019: • Resignation of Dato’ Khairil Anuar Aziz on 23 April 2019. • Appointment of Anuar Malek on 13 August 2019, replacing Dato’ Ab Ghani Mohd Ali who resigned on the same day. 75 CORPORATE GOVERNANCE 07