MSM Malaysia Holdings Berhad Annual Report 2020

CORPORATE GOVERNANCE OVERVIEW STATEMENT Summary of Board Key Activities in FYE 2020 Below are among the key matters considered by the Board throughout the 15 meetings held during FYE 2020: • Approved for re-appointment/re-election of Directors retiring at the 2020 Annual General Meeting (“AGM”), appointment of new director, revised the composition of MSM Board of Directors. • Approved the appointment of new INEDs and revised the composition of Board Committees of MSM. • Reviewed and approved the 2020 quarterly results and the Financial Statements for the financial year 2019. • Assessed and approved the re-appointment 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 • Recoverability and Trade Receivables • Financial Covenants • Cashflow Projection • Approved the implementation of MSM Group Long Term Strategic Initiatives under Strategic Plan 2019-2021. • Reviewed and approved the Voluntary Partial Early Settlement to CIMB Islamic Bank Berhad. • Approved the 3-Year Business Plan (2021-2023) and budget for MSM Malaysia Holdings Berhad Group for FYE 2021. • 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. • Reviewed, deliberated and approved among others, reports for disclosure in Annual Report 2019, policies and procedures and matters related to the 2020 AGM. • Reviewed, revised and approved the Board Nomination and Election Policy and Procedures. The newTOR for AGRC and ITC has been established. • Approved the TORs for AGRC and ITC. The revised policy and the new TORs are made available in the Company’s corporate website at www.msmsugar.com. • Reviewed and deliberated on the progress on the disposal of plantation land by MSM Perlis Sdn Bhd to ensure effectiveness of the operations. • Reviewed and approved the cessation of MSM Perlis Sdn Bhd’s production and on MSM Perlis manpower mobilisation status. • Reviewed and renewed the contract of Pay-Per-Use Mechanism between MSM Prai Berhad and MSM Sugar Refinery (Johor) Sdn Bhd with Wilmar Sugar Pte Ltd. • Emphasised onto the Ramping Up Plan of Johor refinery plant and status of Test after Completion (“TAC”) with Sharkara. Board Structure Financial Remuneration and Human Resource Other Key Matters Company and Group Operation MSM MALAYSIA HOLDINGS BERHAD Annual Repor t 2020 82 CHAIRMAN’S STATEMENT DELIVERING VALUE MSM OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS GROUP FINANCIAL REPORT