PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS Roles and Responsibilities of Directors The Board oversees the MSM Group’s businesses and its performance for the MSM Group long-term success, working with the Senior Management to achieve the MSMGroup strategic objectives and the delivery of sustainable value to its Stakeholders. The Board is primarily responsible for the MSM Group overall strategic plans and directions, overseeing the conduct of the businesses, risk management, succession planning of Senior Management, implementing investor relations programmes and ensuring the system of internal controls and management information system are adequate and effective. Details of information on the Board’s roles and responsibilities together with the Board’s reserve matters can be found in the Board Charter which is made available on the Company’s corporate website at http://www.msmsugar.com/ our-company/corporate-governance. Board of Directors Under the Company’s Constitution, the number of Directors shall not be less than two (2) and not more than twelve (12). The current composition of the Board is in compliance with Paragraph 15.02 of the Listing Requirements. As at the date of this statement, there are nine (9) members on the Board, comprising: • Six (6) Independent Non-Executive Directors; and • Three (3) Non-Independent Non-Executive Directors. The composition of the Board is reviewed annually by the Nomination and Remuneration Committee (NRC) to ensure effective balance diversification of gender, skill-sets, experience and knowledge. The profiles of the Directors are presented on pages 186 to 194 of this Annual Integrated Report. Appointments to the Board are made via formal, rigorous and transparent process, premised on meritocracy and taking into account objective criteria such as competencies, experience, character, integrity, diversity and the ability to devote time as needed. During the financial year under review, the Board appointed Dato’ Amir Hamdan Hj Yusof, a Nominee Director from Koperasi Permodalan Felda Malaysia Berhad (KPF) as Non-Independent Non-Executive Director (NINED) of MSM. On 7 April 2021, Dato’ Haris Fadzilah Hassan, a nominee from FGV Holdings Berhad (FGV) has resigned as NINED of MSM. Following thereto, the Board on 18 October 2021 has approved the appointment of two (2) nominees from FGV to sit on the Board of MSM namely Nik Fazila Nik Mohamed Shihabuddin and Azman Ahmad as NINED of MSM. The new Directors with the diversified skills-set, and depth knowledge in the related fields such as Information Technology (IT), Environmental, Social and Governance (ESG) and Logistic Business will improve the Board dynamics and increase the level of debates and challenges at the Board and Board Committees meeting. 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 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 (Group CEO), 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. SUSTAINABILITY JOURNEY HOWWE ARE GOVERNED FINANCIAL STATEMENTS ADDITIONAL INFORMATION 213
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