MISC BERHAD 148 INTEGRATED ANNUAL REPORT 2023 149 www.miscgroup.com GOVERNANCE SECTION 12 Corporate Governance Overview Statement Board Purpose The Board has the overall responsibility for providing oversight and stewardship to MISC in executing the Company’s objectives. The Board is guided by the principles and best practices as stated in the MCCG and understands its responsibility to exercise good corporate governance. Board Charter In discharging the Board’s duties and responsibilities effectively, the Board is guided by the MISC Board Charter which provides the framework for the performance of the Board’s function and duties vis-à-vis Management and the Company, consistent with the practices set out in the MCCG. The MISC Board Charter outlines amongst others, the Board’s and the individual Directors’ roles and responsibilities, processes, functions and professional development, in order to attain efficiency in Board performance. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS For more information on the MISC Board Charter, please visit www.miscgroup.com. Corporate Governance Overview Statement Board Composition and Diversity In line with the MMLR and the MCCG, the MISC Board comprises a majority of Independent Directors. The composition of the Board promotes diversity and enables various perspectives to be considered, which facilitates the making of informed decisions and the stewardship of MISC. The Board recognises the need to strategically evolve as a dynamic Board in accordance with the strategic direction of the Company. Hence, the Board actively reviews its composition to ensure it has the right balance of independence and diversity to effectively discharge its collective responsibilities and to implement the necessary succession plans. As at 1 March 2024, the Board composition is as follows: Name of Director Age Gender Nationality/Ethnicity Date of Appointment Tenure (Years, “Y”) (Months,“M”) Independent Non-Executive Directors (representing minority shareholders) Datuk Abu Huraira Abu Yazid (Chairman) 70 Male Malaysian/Malay 9 October 2020 3Y 4M Chew Liong Kim 68 Male Malaysian/Chinese 1 September 2021 2Y 6M Datin Norazah Mohamed Razali 53 Female Malaysian/Malay 9 October 2020 3Y 4M Dato’ Tengku Marina Tunku Annuar 61 Female Malaysian/Malay 1 January 2022 2Y 2M Mohammad Suhaimi Mohd Yasin 63 Male Malaysian/Malay 9 October 2020 3Y 4M Non-Independent Non-Executive Directors (representing the major shareholder) Liza Mustapha 53 Female Malaysian/Malay 1 July 2017 6Y 8M Wan Shamilah Wan Muhammad Saidi 53 Female Malaysian/Malay 1 June 2022 1Y 9M Executive Director (representing Management) Captain Rajalingam Subramaniam 58 Male Malaysian/Indian 1 October 2022 1Y 5M Key Facts: • Majority of the Board members are Independent Non-Executive Directors (62.5%). • Gender diversity ratio of 50% women on the Board. • Separate positions of Chairman and President/Group CEO. • Independent Non-Executive Directors do not exceed the cumulative tenure of nine (9) years. • The re-election of Board members is done annually on a rotation basis in accordance with the Companies Act 2016, MMLR and the Company’s Constitution. In carrying out their duties and responsibilities, each Director is expected to devote sufficient time and attention to the Company. The Chairman will be notified before the Directors accept any new directorship outside the Group. The notification would include an indication of the time commitment required for the new appointment. In accordance with the MMLR, none of the Board members hold more than five (5) directorships in public listed companies. For more information on the Board Committees, please refer to their respective reports on pages 165 to 171 (for the BNRC), pages 172 to 180 (for the BAC) and pages 181 to 184 (for the BSRC) of this Integrated Annual Report. Board Roles and Responsibilities In discharging its fiduciary duties and leadership functions, the main roles and responsibilities of the Board are as follows: • Establishing a strategic plan and setting of targets for the Company in line with the Company’s vision, mission and business objectives which supports long-term value creation and includes a sustainability agenda; • Overseeing the conduct and performance of the Company and of the President/Group CEO against set goals and objectives; • Upholding, together with Senior Management, good corporate governance culture and business conduct within the Company and its employees, which reinforces ethical, prudent and professional behaviour; • Identifying and understanding the principal risks of the Company and setting the Company’s risk appetite and ensuring the implementation of appropriate systems to evaluate, monitor and manage these risks; • Establishing an effective risk management and internal control framework, including regular review of the adequacy and the effectiveness of the framework; • Reviewing the Company’s strategic, capital or funding transactions and monitoring execution of these transactions; • Ensuring the integrity and adequacy of the Company’s financial and non-financial reporting and disclosure; • Ensuring sound succession planning and continuous development of human capital, in particular of the Senior Management and ensuring there are measures in place for the orderly succession of the Board and Senior Management; and • Developing and implementing an investor relations programme and putting in place procedures to enable effective communications with the stakeholders of the Company. Matters reserved for the Board are clearly defined in the MISC LOA, which provides a clear demarcation between the responsibilities of the Board and Management. Board-reserved matters are generally divided into three (3) categories: 1. Statutory decisions for MISC based on regulatory and statutory requirements; 2. Strategic decisions for MISC Group; and 3. Operational decisions for MISC Group that are of high importance and value. Board Committees To facilitate the effective and efficient discharge of the Board’s duties and responsibilities, the Board is complemented by three (3) Board Committees: (a) Board Audit Committee (BAC) The BAC provides oversight on the financial reporting process and internal control framework and policies as well as MISC’s Whistleblowing Policy, whistleblowing management process and actions thereon. (b) Board Nomination & Remuneration Committee (BNRC) The BNRC provides oversight on Board performance and effectiveness, Board composition and diversity, Directors’ skills and experience, Directors’ induction and continuous professional development, remuneration of Directors, Senior Management and employees and succession planning for the Board and Senior Management. (c) Board Sustainability & Risk Committee (BSRC) The BSRC provides oversight on the risk management framework, policies and processes as well as the sustainability strategy, whilst also monitoring governance practices and ensuring effectiveness of the compliance and ethics strategy. All Board Committees operate under their respective Terms of Reference. Nevertheless, the Board is ultimately accountable and collectively responsible for the affairs and business of MISC.
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