MISC Annual Report 2019

Nomination and Remuneration Committee Report Dear Shareholders, In compliance with Paragraph 15.08A of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities), the Nomination Committee (NC) and Remuneration Committee (RC) were established on 6 May 2011. Effective 1 January 2013, the NC and RC were combined and became the Nomination and Remuneration Committee (NRC). Composition The NRC comprises of four members, all of whom are Non-Executive Directors, and a majority of whom are Independent Directors, which complies with the requirements of the MMLR and the Malaysian Code on Corporate Governance 2017 (MCCG 2017). As at the date of this report, the composition of the NRC is as follows: Members Date of appointment as NRC Member DATUK NASARUDIN MD IDRIS Chairman Independent Non-Executive Director 20 April 2017 (Re-designated as Chairman on 1 September 2017) LIM BENG CHOON Member Independent Non-Executive Director 1 September 2017 MOHD YUSRI MOHAMED YUSOF Member Non-Independent Non-Executive Director 7 December 2017 DATO’ ROZALILA ABDUL RAHMAN Member Independent Non-Executive Director 9 December 2019 Terms of Reference The NRC is governed by its own Terms of Reference (TOR), which is consistent with the requirements of the MMLR and best practices of the MCCG 2017. For more information on the NRC’s TOR, please refer to MISC’s corporate website at www.misc.com.my . Sustainability of a company has many aspects, from being profitable and able to perform our role as a responsible corporate citizen, to being able to satisfy a myriad of stakeholders. And we must accept that we can only deliver our goals through the people that work with the company. One of the key imperatives of the Nomination and Remuneration Committee is succession planning and drawing the right talents into the company. Sustainable companies are those which are able to bring the best talents into the company whether at the Board or senior management level, and even in the recruitment of younger ones. During the year, we also had an independent evaluation of the Board’s overall effectiveness as well as that of individual directors. I think this was a good exercise because we are able to have an external perspective of the overall effectiveness of the Board Meetings The NRC met seven times during the year under review. Details of each NRC member’s attendance are as follows: Name of member Number of meetings attended in 2019 Datuk Nasarudin Md Idris 7/7 Lim Beng Choon 7/7 Mohd Yusri Mohamed Yusof 7/7 (1) Dato’ Rozalila Abdul Rahman n/a (1) Dato’ Rozalila Abdul Rahman was appointed as NRC member with effect from 9 December 2019. The President/Group CEO attends the NRC meetings to facilitate the discussion, as well as to provide the appropriate information and advice on relevant matters for the NRC. The Company Secretary, who is also the Vice President of Legal, Corporate Secretarial and Compliance, together with the Vice President of Human Resource act as Joint Secretaries to the NRC. NRC meetings together with the tentative agendas are scheduled in advance of any new financial year to allow the NRC members to plan ahead and incorporate the year’s meetings into their respective schedules. The agenda and meeting papers are distributed to the NRC members via a secured collaborative software, which eases the process of distribution of meeting papers and minimises leakage of sensitive information, as well as enabling the Directors to have access to the papers electronically, anytime and anywhere. All proceedings of the NRC meetings are duly recorded in the minutes and are properly kept by the Company Secretary. During the year, we also had an independent evaluation of the Board’s overall effectiveness as well as that of individual directors. I think this was a good exercise because we are able to have an external perspective of the overall effectiveness of the Board. The results indicate that the Board is cohesive, focused, highly disciplined and competent. A good Board is not only about governance, but equally important is the need for it to be a good ‘sounding board’ to Management, providing the counsel and guidance as we move ahead. DATUK NASARUDIN MD IDRIS Chairman, Nomination and Remuneration Committee C H A I R M A N ’ S R E M A R K S DATUK NASARUDIN MD IDRIS Chairman, Nomination and Remuneration Committee 205 204 OUR GOVERNANCE MISC BERHAD PEOPLE. PASSION. POSSIBILITIES ANNUAL REPORT 2019