MISC BERHAD 152 INTEGRATED ANNUAL REPORT 2023 153 www.miscgroup.com GOVERNANCE SECTION 12 Board Meetings and Access to Management, Company Secretaries, Information and External Experts The 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. MISC Board’s Focus Areas in 2023 Project Execution and Delivery • Monitor the progress of projects currently under construction and focus on delivering them into operations and converting into cash generating assets. Strategic Direction • Review the medium to long-term business strategy, identify opportunities arising from the energy transition and adopt a business plan and budget which facilitates Management’s pursuit of MISC’s targets. Sustainability • Monitor the progress of initiatives under the MISC Group Sustainability Strategy, including commitment towards decarbonisation, promoting the circular economy, health and safety, diversity and inclusion and values and business ethics. Internal Transformations • Monitor the Group’s various internal transformations to strengthen processes in finance, procurement and document management, which will underpin the digitalisation of processes. Risk Management • Review and monitor the impact of the geopolitical conflict and supply chain disruptions to the MISC Group and implement the necessary mitigation plans. • Review risk assessments for projects, tenders and transactions. Succession Planning • Oversee the succession plan of Independent Non-Executive Directors and Senior Management to ensure continuity. • Conducted a focused and thorough review of each Board Committees and the discharge of their functions. Corporate Governance • Ensure the integrity of MISC’s financial and non-financial reporting, internal controls and whistleblowing systems. • Review MISC’s policies and procedures pursuant to changes to applicable laws and regulations. To avoid any conflict of interest, all Board members declare their interests (where applicable) at all Board meetings. Corporate Governance Overview Statement All Board and Board Committee members attended all meetings during their tenure throughout the financial year as detailed in the summary of the AGM, Board and Board Committees’ meetings attendance in 2023: Name of Director Meeting Attendance in 2023 AGM Board BAC BSRC BNRC Datuk Abu Huraira Abu Yazid (Chairman) 1/1 10/10 - - - Chew Liong Kim(1) (BAC Chairman) 1/1 10/10 5/5 - - Datin Norazah Mohamed Razali (BSRC Chairperson) 1/1 10/10 - 5/5 6/6 Dato’ Tengku Marina Tunku Annuar(2) (BNRC Chairperson) 1/1 10/10 - 5/5 2/2 Mohammad Suhaimi Mohd Yasin 1/1 10/10 - 5/5 - Liza Mustapha 1/1 10/10 - - - Wan Shamilah Wan Muhammad Saidi(3) 1/1 10/10 - - 3/3 Captain Rajalingam Subramaniam (President/Group CEO) 1/1 10/10 ----- Permanent Invitee ----- Dato’ Sekhar Krishnan(4) 1/1 10/10 5/5 5/5 - Dato’ Ab. Halim Mohyiddin(5) 1/1 10/10 5/5 5/5 - Datuk Nasarudin Md Idris(6) 1/1 7/7 4/4 - 4/4 Dato’ Rozalila Abdul Rahman(7) 1/1 7/7 - - 4/4 (1) Mr. Chew Liong Kim was re-designated as Senior Independent Non-Executive Director, appointed as Chairman of the BAC and member of the BSRC on 15 January 2024. (2) Dato’ Tengku Marina Tunku Annuar was appointed as Chairperson and member of the BNRC on 1 September 2023. (3) Cik Wan Shamilah Wan Muhammad Saidi was appointed as a member of the BNRC on 1 May 2023. (4) Dato’ Sekhar Krishnan retired as Senior Independent Non-Executive Director of MISC and ceased as Chairman of the BAC and member of the BSRC on 15 January 2024. (5) Dato’ Ab. Halim Mohyiddin retired as Independent Non-Executive Director of MISC and ceased as member of the BAC and the BSRC on 15 January 2024. (6) Datuk Nasarudin Md Idris retired as Independent Non-Executive Director of MISC and ceased as Chairman of the BNRC and member of the BAC on 1 September 2023. (7) Dato’ Rozalila Abdul Rahman retired as Independent Non-Executive Director of MISC and ceased as member of the BNRC on 1 September 2023. In the discharge of their duties and responsibilities, the Directors have direct access to Management and unrestricted access to any information relating to the Company and the Group. 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. This also reaffirms the Board’s and Company’s commitment to sustainable practices. 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. En. Ausmal Kardin, Vice President, Legal, Corporate Secretarial and Compliance, is the Company Secretary of MISC Berhad. Pn. Noridah Khamis, Director, Legal, Offshore Business, is the Joint Company Secretary of MISC Berhad. The deliberations at all meetings of the Board and Board Committees are properly recorded and communicated to Management for necessary action. Minutes of Board and Board Committee meetings, which include records of decisions made thereat, are properly maintained by the Company Secretary. Corporate Governance Overview Statement
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