MISC Integrated Annual Report 2020

All Board members complied with the minimum attendance requirement of at least 50% of the Board meetings held during the financial year pursuant to Paragraph 15.05(3)(c) of the MMLR. The following is a summary of the AGM, Board and Board Committees’ meetings attendance in 2020: Name of Directors Meeting attendance in 2020 AGM Board of Directors Board Audit & Risk Committee (3) Nomination & Remuneration Committee Datuk Abu Huraira Abu Yazid n/a (1) 4/4 (1) – – Dato’ Ab. Halim Mohyiddin (4) (Chairman) 1/1 14/14 – – Dato’ Sekhar Krishnan (BARC Chairman) 1/1 14/14 6/6 – Datuk Nasarudin Md Idris (NRC Chairman) 1/1 14/14 6/6 8/8 Lim Beng Choon 1/1 14/14 6/6 8/8 Dato’ Rozalila Abdul Rahman 1/1 13/14 – 7/8 Datin Norazah Mohamed Razali n/a (1) 4/4 (1) – – Mohammad Suhaimi Mohd Yasin n/a (1) 4/4 (1) – – Tengku Muhammad Taufik 1/1 7/8 (2) – – Liza Mustapha 1/1 12/14 6/6 – Mohd Yusri Mohamed Yusof 1/1 14/14 – 8/8 Yee Yang Chien (President/Group CEO) 1/1 14/14 ------- Invitee ------- (1) Datuk Abu Huraira Abu Yazid, Datin Norazah Mohamed Razali and En. Mohammad Suhaimi Mohd Yasin were appointed as MISC Board members with effect from 9 October 2020. (2) Tengku Muhammad Taufik resigned as MISC Board member with effect from 15 July 2020. (3) The renaming of the Board Audit and Risk Committee as the ‘Board Audit Committee’ is effective 1 January 2021. (4) Dato’ Ab. Halim Mohyiddin was the Chairman of the Board until 31 May 2020 and was redesignated as Independent Non-Executive Director on 1 June 2020 following the appointment Tan Sri Noh Omar as Non-Independent Non-Executive Chairman. Tan Sri Noh Omar resigned from the Company on 17 June 2020. The Directors have direct access to Management and unrestricted access to any information relating to the Company and the Group in discharging their duties. Where necessary, Management presentations and briefings are held before or during Board meetings to provide clarity to the Board members before they deliberate on matters tabled for approval. Distribution of Board papers and other relevant information is done electronically as it enhances efficiency and enables the Directors to access the information at their convenience. The Board is also supported by qualified and competent Company Secretaries who provide sound advice on governance, ensure adherence to rules and procedures, and advocate the adoption of CG best practices. Encik Ausmal Kardin, the Vice President, Legal, Corporate Secretarial and Compliance, is the Company Secretary of MISC Berhad. Pn. Noridah Khamis, the General Manager, Legal, Corporate Secretarial and Compliance, is the Joint Company Secretary of MISC Berhad. The deliberations at the Board and Board Committee meetings are properly recorded and communicated to Management for necessary action. Minutes of Board meetings, which include records of the Board’s decisions, are properly maintained by the Company Secretary. Directors’ Training and Development All Board members of the Company are encouraged to attend continuous education programmes in order to ensure they keep abreast with new developments in the business and economic environment, to enhance their skills, as well as ensuring that they possess the necessary knowledge to enable them to discharge their duties and responsibilities more effectively. All Board members of the Company have attended the Mandatory Accreditation Programme (MAP) as required by the MMLR. In compliance with Paragraphs 15.08(2) and (3) of the MMLR, the main training programmes attended by the Board members in 2020 are as follows: Name of Director Training Attended Organiser Date Datuk Abu Huraira Abu Yazid 1. Onboarding Session for New Director MISC Berhad 14 October 2020 2. PETRONAS Board Excellence – Advanced 1 (Best Practices for Board Excellence) PETRONAS 19 – 20 October 2020 3. MISC Group Directors’ Training FY2020 • • The Impact to Directors Post-enforcement of the Corporate Liability Provision under the MACC Act 2009 • • ESG Risks Integration • • TCFD Recommendations • • Energy Transition MISC Berhad 1 December 2020 Dato’ Ab. Halim Mohyiddin 1. Corporate Liability Program: PETRONAS’ Preparedness for Corporate Liability under Section 17A MACC Act 2009 (Amendment 2018) PETRONAS 10 February 2020 2. MISC Group Directors’ Training FY2020 • • The Impact to Directors Post-enforcement of the Corporate Liability Provision under the MACC Act 2009 • • ESG Risks Integration • • TCFD Recommendations • • Energy Transition MISC Berhad 1 December 2020 CORPORATE GOVERNANCE OVERVIEW STATEMENT /////// Business Review / Leadership / Governance / Financial Statements / Additional Information / MISC Berhad / Integrated Annual Report 2020 9 266 MISC Berhad / Integrated Annual Report 2020 9 267 / Additional Information / Financial Statements / Governance / Leadership / Business Review /////// Section Section