CORPORATE GOVERNANCE OVERVIEW STATEMENT Summary of Board Key Activities in FY2021 Below are among the key matters considered by the Board throughout the 16 meetings held during FY2021: Board Structure Remuneration and Human Resources • Accepted the Resignation of Non-Independent Non-Executive Director of MSM Malaysia Holdings Berhad • Reviewed/recommended/approved/accepted the Appointment/Reappointment/Re-election of Directors • Reviewed the report of Board Effectiveness Assessment for year 2019/2020 (BEA 2019/2020) and considered the Key Areas of Improvement based on the outcome of BEA 2019/2020 • Reviewed the Performance Assessment of the Audit, Governance and Risk Committee and its members • Reviewed and analysed the Board Annual Assessment on the Independence of the Independent Directors • Reviewed and selected the candidates recommended by NRC for the position of Group CEO and Group COO of MSM Malaysia Holdings Berhad • Reviewed and considered the proposal for the renewal of contract of the Chief Financial Officer • Reviewed the proposed Formation and Changes to the Organisational Structure of MSM Malaysia Holdings Berhad • Reviewed and approved the formation of Group Health, Safety, Environment, Security and Quality Division in MSM Group of Companies • Reviewed and approved the Proposed MSM Group Scorecard 2021 • Reviewed and approved the Proposed Financial Year 2021 Annual Increment for MSM Group of Companies • Reviewed the Proposed Formation of Group Digital Department in MSM Malaysia Holdings Berhad • Proposed Payment of One-Off Financial Assistance 2021 During Pandemic Period to the Eligible Employees of MSM Group of Companies • Reviewed the remuneration structure of Non-Executive Directors of MSM Malaysia Holdings Berhad Financial • Reviewed and approved the 2021 quarterly results and the Audited Financial Statements for the financial year 2020 • Assessed and approved the reappointment of external auditor in accordance with MSM External Auditor Policy • Reviewed the Quarterly report on: - Group Recurrent Related Party Transactions - Group’s Capital Expenditure - Recoverability and Trade Receivables - Financial Covenants - Cashflow Projection • Reviewed and approved policies: - Raw Sugar Pricing Proposal for FY2023 - Revised MSM Receivable Policy - Credit Control & Sales Payment Terms Policy - MSM Conflict of Interest Policy - MSM Referral Policy - Code of Business Conduct of Employees • Reviewed and considered the Business Plan and Budget 2022 for MSM and its Group of Companies • Reviewed the proposal in relation to MSM Group’s Climate Actions through Science Based Target Initiatives and Net Zero Ambition • Reviewed and approved the capital expenditure (CAPEX) projects for 2021 and its implementation Company and Group Operation • Monitor the implementation of CAPEX projects and utilisation of funds at MSM Prai Bhd and MSM Sugar Refinery (Johor) Sdn Bhd • Reviewed and approved the appointment of consultants to dispose MSM Perlis Sdn Bhd’s assets and reallocate some assets to MSM Prai Bhd and MSM Sugar Refinery (Johor) Sdn Bhd • Reviewed the proposal to dispose MSM Group non-core assets WHO WE ARE STATEMENT & DISCUSSION BY OUR LEADERS HOWWE OPERATE MSM Malaysia Holdings Berhad ANNUAL INTEGRATED REPORT 2021 218
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