MISC Integrated Annual Report 2020

The Board believes that diversity in the Board composition is essential for good governance and a productive Board. The Board is of the view that each Director should be evaluated and/or appointed based on his or her merits with due consideration given to diversity, as stated in the MISC Board Diversity Policy, which forms part of the MISC Board Charter. The Company is fully committed to meet the MCCG 2017 recommendation relating to gender diversity. The target of 30% women on the Board has been retained in the Board Key Performance Indicators for the financial year 2021. Following the appointment of Datin Norazah Mohamed Razali as an Independent Non-Executive Director of MISC in October 2020, the gender diversity ratio of women directors of the Company improved to 27.3%. For more information on the Board members, please refer to their respective profiles on pages 240 to 251 of this Integrated Annual Report. Demarcation of Responsibilities at the Board Level Chairman • Leads the Board and ensures the Board fulfils its obligations to the Company effectively • Sets the agenda, style and tone of Board discussions to promote constructive debate and effective decision-making • Instils and monitors good CG practices and chairs all Board and shareholders’ meetings • Has the discretion to determine whether additional Board Committees are required to support the Board’s role President/Group CEO • Leads the overall operations of the business and organisational effectiveness, with the support of the Management Committee • Coordinates the development and implementation of policies and business strategies, as guided and approved by the Board • Develops and translates policies and business strategies into a set of manageable goals and priorities based on effective risk management controls for business operations, investments and other activities • Ensures that financial management practices are performed with the highest level of integrity and transparency in the interest of the Company’s stakeholders • Ensures that the business and affairs of the Company are carried out in an ethical manner and in compliance with the relevant laws and regulations Senior Independent Director • Sounding board for the Chairman of the Board • Intermediary for other Directors and/or Chairman when necessary • Point of contact for shareholders and other stakeholders on areas which cannot be resolved through normal channels of contact with the Chairman or President/Group CEO • Executes such other roles as designated by the Board from time to time Any issues relating to the Group that requires the attention of the Senior Independent Director can be directed to his email address at sekhar@miscbhd.com or the following address: Dato’ Sekhar Krishnan Senior Independent Director MISC Berhad Level 25, Menara Dayabumi Jalan Sultan Hishamuddin 50050 Kuala Lumpur Independent Non-Executive Directors • Provides independent views and advice so that the strategies and initiatives proposed by Management are open to constructive challenges to uphold the long-term interest of the Group, taking into consideration the interest of stakeholders, including the minority shareholders • Based on the criteria on Independent Non-Executive Directors (INEDs) pursuant to the MMLR, the eight INEDs, including the Chairman, are independent of Management and free from any business or other relationships that could materially interfere with the exercise of their independent judgement • Pursuant to the MISC Board Charter, the INEDs are subject to a nine-year limit on their tenure in MISC. To date, none of MISC’s INEDs have exceeded the nine-year limit on their tenure Non-Independent Non-Executive Directors • Provides input from the major shareholder’s perspective so that the strategies and initiatives proposed by Management are aligned with the major shareholder’s positioning for the group whilst balancing the interest of other stakeholders Board Meetings and Access to Management, Company Secretaries, Information and External Experts Board of Directors’ meetings together with tentative agendas are scheduled in advance of any new financial year to enable Directors to plan and fit the year’s meetings into their schedules. The Board meets on a quarterly basis and additional meetings are held as and when required. The tentative agendas include matters reserved for the Board such as the annual budget and business plan, financial performance review, major investments and financial decisions and other strategic matters including changes or implementation of key policies and procedures and delegation of authority limits. To avoid any conflict of interest, all Board members declare their interests where applicable at all Board meetings. Review the long-term business strategy and challenges faced, and adopt a business plan and budget which facilitates Management’s pursuit of MISC’s targets. Oversee the conduct of MISC’s businesses, including the participation in tenders for projects, partnerships, financing and other strategic initiatives. Review and monitor the impact of the COVID-19 pandemic to MISC Group together with the necessary mitigation plans. Establish the risk appetite within which Management is expected to operate and ensure effective risk management framework and internal controls are in place to identify, evaluate, manage and monitor both current and emerging risks. Review and endorse the MISC’s 2021-2025 Sustainability Strategy. Search for new Independent Directors as part of the Board’s succession plan. Renewal of employment contracts for Management Committee members and business leaders to ensure continuity. Review of succession plan to ensure a sustainable talent pipeline is in place across all levels within MISC, including the Board. Oversee the cultivation of a competent and capable workforce through a structured and holistic employee development process and promote safe working conditions. Ensure the integrity of MISC’s financial and non-financial reporting. Promote good culture across MISC with the MISC Code of Conduct and Business Ethics at its core. Establish a standalone Board Governance and Risk Committee. Review and update of MISC’s Limits of Authority (LOA) Manual. STRATEGIC GROWTH BUSINESS SUSTAINABILITY & RISKS SUCCESSION PLANNING CORPORATE GOVERNANCE MISC Board/Board Committees’ Focus Areas in 2020 CORPORATE GOVERNANCE OVERVIEW STATEMENT /////// Business Review / Leadership / Governance / Financial Statements / Additional Information / MISC Berhad / Integrated Annual Report 2020 9 264 MISC Berhad / Integrated Annual Report 2020 9 265 / Additional Information / Financial Statements / Governance / Leadership / Business Review /////// Section Section