MISC BERHAD 160 INTEGRATED ANNUAL REPORT 2023 161 www.miscgroup.com GOVERNANCE SECTION 12 Corporate Governance Overview Statement Corporate Governance Overview Statement Sustainability MISC’s sustainability governance is key to ensuring that sustainability principles are embedded into our business strategy, decision-making processes and operations. MISC’s Board of Directors sit at the apex of our sustainability governance structure and maintain strict oversight of the Group’s sustainability strategy and performance. The BSRC provides focused oversight on the effective implementation of the sustainability strategy. With regard to the sustainability agenda, the Board and BSRC are supported by the Management Committee (MC) and Sustainability Team. For more information on MISC’s sustainability initiatives in 2023, please refer to the MISC Sustainability Report 2023. Ethics and Compliance MISC observes its own Code of Conduct and Business Ethics (CoBE), including the Whistleblowing Policy and No Gift Policy. The CoBE is applicable to the Company, its Directors, employees and third parties performing work or services for and on behalf of the Company. It governs the desired standards of behaviour and ethical conduct expected from each individual to whom the CoBE applies. The MISC Anti-Bribery and Corruption Manual also serves to guide the Company in relation to such matters. Policies in relation to compliance to Critical Legal Areas (CLAs) are in place: • Corporate Privacy Policy and its Master Guidelines • Sanctions and Export Control Guidelines • Competition Guidelines and its Protocols on Meetings & Information Sharing and Merger & Acquisition Transactions A Whistleblowing structure to review and manage any whistleblowing reports is in place, which includes a whistleblowing policy and management process. The Board, through the BAC, reviews whistleblowing reports on a quarterly basis. Appended below are MISC’s ethics and compliance initiatives in 2023: Thirteen (13) Critical Legal Area (CLA) related Governance documents revised • CoBE Country Supplements (Singapore, Brazil, Japan, United Kingdom, United States of America and China) New Procedures • CoBE • CoBE Country Supplement (Malaysia) • Anti-Bribery and Corruption Policy and Guidelines • Anti-Bribery Management System Manual • Competition Law Guidelines • Sanctions and Export Control Guidelines • Third Party Compliance Due Diligence Operational Guidelines Revised Procedures Governance/Policies/Procedures MISC Berhad’s Regulatory & Legislation Register 2023 updated – newly identified applicable laws and regulations (Malaysia, Singapore, Brazil, Japan, Norway, United Kingdom, United States of America and International categories) Advisories and reviews of compliance clauses related to CLAs Sixteen (16) bite-sized communications • Annual CoBE Training for Third Parties • CoBE Refresher Training for MISC Board members and employees • CoBE Trainings for new employees during HR onboarding programme • Trainings on CLA (including e-learning modules) • Anti-Bribery & Corruption Manual • Third Party Compliance Due Diligence in MISC • Sanctions • Personal Data Protection • Export Control • Competition Law • Human Rights Management Three (3) CLA e-learning modules for employees and one (1) for Board Members Communication/Awareness/Training Integrity Time-Out Sessions and Compliance/Integrity Moment Sharing Session initiatives endorsed Awareness campaign “See.Speak.Support” Rebranding MACC Symposium with Malaysian Shipowners – Solidarity in the Maritime Industry: Fight Against Corruption Four (4) See.Speak.Support Awareness • Human Rights Management: A Perspective of Community Wellbeing • Upholding Business Integrity: A Perspective of Port Integrity from the MACN • Social Media Responsibilities • BRIBERY: Story Behind Bars Monitoring & Assurance • 100% compliance in CLA Functional Checklist • ISO 37001:2016 Anti-Bribery Management System Certification for MISC Group with ALAM being the latest to obtain certification • Consolidated Bribery and Corruption Risk Assessment for MISC Group • Conflict of Interest Management • Management of Whistleblowing cases • Monitoring status of compliance to the relevant laws and regulations as part of MISC’s Enterprise Risk Management (ERM) under Legal, Corporate Secretarial and Compliance Risk Event: Compliance to Rules, Regulation and Governance • Third Party Risk Management – Compliance due diligence on third parties • Quarterly reporting to BSRC and BAC, Digitalisation of Compliance Monitoring and Assurance Activities For more information on MISC’s ethics and compliance initiatives in 2023, please refer to the MISC Sustainability Report 2023, the BAC Report and BSRC Report on pages 172 to 184 of this Integrated Annual Report. For more information on MISC’s CoBE and other CLA related governance documents please visit www.miscgroup.com
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