MISC BERHAD 146 INTEGRATED ANNUAL REPORT 2023 147 www.miscgroup.com GOVERNANCE SECTION 12 Corporate Governance Overview Statement MISC continues its commitment to enhancing sustainable shareholder value and protecting stakeholders’ interests through sound corporate governance (CG) practices. As governance forms one of the pillars that upholds MISC’s Sustainability Strategy, the Board advocates alignment between MISC’s CG practices with the Companies Act 2016, the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities) and the best practice recommendations of the Malaysian Code on Corporate Governance (MCCG). MISC has subscribed to all Intended Outcomes with three (3) deviations from the MCCG Practices, namely Practice 8.2 and Step-Up Practice 8.3 and 9.4. This CG Overview Statement should be read together with the Company’s CG Report 2023, a copy of which is available at our website www.miscgroup.com. This CG Overview Statement seeks to provide investors and stakeholders with insights on the CG practices of MISC for the financial year 2023, specifically on the following three (3) key CG Principles as prescribed in the MCCG: Corporate Governance Overview Statement OUR CORPORATE GOVERNANCE FRAMEWORK The CG framework of MISC, as depicted below, is reflective of the way strategic and operational activities are managed. The compositions of the Board Committees and Management are designed based on the respective areas of knowledge and expertise. • Customers • Shareholders • Employees • Environment • Community • Regulators STAKEHOLDERS PRESIDENT/GROUP CEO MANAGEMENT COMMITTEE Board Audit Committee Board Sustainability & Risk Committee Board Nomination & Remuneration Committee BOARD OF DIRECTORS • Gas Assets & Solutions • Petroleum & Product Shipping • Offshore Business • Marine Services • Maritime Education & Training • Digital Ventures • Finance • Corporate Planning • Human Resource Management • Legal, Corporate Secretarial & Compliance • Group Health, Safety, Security & Environment (GHSSE) BUSINESS SEGMENTS DIVISIONS Reinforcing MISC’s commitment to the sustainability agenda, the Board had resolved to rename the ‘Board Governance & Risk Committee’ to ‘Board Sustainability & Risk Committee (BSRC)’ effective 1 January 2023 to place further emphasis on sustainability being embedded as a core component of MISC’s activities and operations. The CG framework is supplemented by the Board Charter, Terms of Reference of the respective Board Committees and the MISC Limits of Authority (LOA). MISC’s Marine and Heavy Engineering business resides in a separate listed entity within the Group with its own CG framework which is modelled based on MISC’s CG framework. • Group Internal Audit • Management Audit Committee* • External Audit • GHSSE Council* • Risk Management Committee* ASSURANCE PROVIDERS * comprises MC Members & Senior Management Principle A Board Leadership and Effectiveness Principle B Effective Audit and Risk Management Principle C Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders
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