MSM Malaysia Holdings Berhad Annual Report 2020

Four (4) Independent Non-Executive Directors (“INED”) and one (1) Non-Independent Non-Executive Director, who have diversified skill-set and experience and broader commercial exposure were appointed on 8 May 2020 and 12 January 2021 respectively, to strengthen the overall Board and Board Committees’ effectiveness. The appointment of new directors has improved the Board dynamics and raised the level of debate and challenge at the Board and Board Committees meetings. The Board is chaired by Datuk Syed Hisham Syed Wazir, an Independent Non-Executive Director, who provides leadership to the Board to ensure the Board can perform its responsibilities effectively. The Board is supported by: • Audit, Governance and Risk Committee • Nomination and Remuneration Committee; and • Investment and Tender Committee. On 10 June 2020, the Audit Committee and Board Governance & Risk Management Committee was merged as one committee and renamed as Audit, Governance and Risk Committee (“AGRC”). AGRC will be the platform to bring internal audit observations, governance initiatives and risks matters together for MSM to move forward efficiently and effectively in key risk areas. The Board has also established a new Board Committee known as Investment and Tender Committee (“ITC”) effective on the same date. ITC was established to undertake responsibilities, amongst others, for review of Business Plans progress and performance of MSM’s existing and new significant investments as well as to assist the Board in fulfilling the Board’s statutory and fiduciary responsibilities in relation to the review of significant procurements based on the limits set out in MSM Group Limits of Authority. These Committees play a significant role in reviewing matters within their respective Terms of Reference (“TOR”), and facilitate the Board in discharging its duties and responsibilities. Each of the Board Committee has specific TOR, scope and authorities to review matters before tabling to the Board for approval. Even though there is delegation of responsibilities from the Board to the Board Committees, Group Chief Executive Officer (“GCEO”), Chief Financial Officer (“CFO”) and Group Chief Operating Officer (“Group COO”), there are still a number of matters reserved solely for the Board’s undertaking. Board Committee Audit, Governance and Risk Committee (merged with effect from 10 June 2020) Responsibilities & Duties Chairman • Choy Khai Choon (appointed as Chairman with effect from 10 June 2020) Member • Dato’ Muthanna Abdullah • Datuk LimThean Shiang • Dato’ Rosini Abd Samad (All members were appointed with effect from 10 June 2020) • Oversee the financial reporting • Evaluate the internal and external audit process and outcome • Manage risk and assess the risk management framework and internal control environment • Review conflict of interest situations and Related Party Transactions (including Recurrent Related Party Transactions) • Enhance governance, ethics and integrity • Oversee sustainable practices • Review the relevant statements for inclusion in the Annual Report including: i. AGRC Report ii. Statement on Risk Management and Internal Control iii. Corporate Governance Overview Statement iv. Sustainability Reporting on Economic, Environmental and Social v. Corporate Governance Report • Undertake any such other functions as may be determined by the Board from time to time Details of the AGRC Report is set out on pages 92 to 98 of this Annual Report MSM MALAYSIA HOLDINGS BERHAD Annual Repor t 2020 77 SUSTAINABILITY REPORT EFFECTIVE LEADERSHIP CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION DETAILS OF THE ANNUAL GENERAL MEETING