MISC BERHAD 162 INTEGRATED ANNUAL REPORT 2023 163 www.miscgroup.com GOVERNANCE SECTION 12 Corporate Governance Overview Statement Directors’ Remuneration The Company aims to set remuneration for Directors at levels which are sufficient to attract and retain persons of calibre to guide the Group, taking into consideration the workload and responsibilities involved. The level of remuneration for Non-Executive Directors reflects the level of responsibilities undertaken and contributions made by them. MISC’s policy for remunerating its Directors is based on the PETRONAS Public Listed Companies Non-Executive Directors’ Guidelines and Remuneration Package. The fee framework is illustrated below: * Only for eligible Non-Executive Directors Fees in respect of the Non-Independent Non-Executive Directors (NINEDs) are paid directly to PETRONAS instead of the individual Directors. For the financial year ended 31 December 2023, details of the Directors’ remuneration (excluding the President/Group CEO) are as follows: Name of Director Directors’ Fees Benefits-in-Kind (RM) Total (RM) (Inclusive of Annual Fees and Meeting Allowance) By MISC (RM) By Subsidiaries (RM) Datuk Abu Huraira Abu Yazid 275,000.00 81,000.00 33,319.89 389,319.89 Chew Liong Kim 172,500.00 - 4,380.96 176,880.96 Datin Norazah Mohamed Razali 193,500.00 - 6,000.00 199,500.00 Dato’ Tengku Marina Tunku Annuar 179,500.00 - 3,773.95 183,273.95 Mohammad Suhaimi Mohd Yasin 172,500.00 57,290.36 6,000.00 235,790.36 *Liza Mustapha 155,000.00 - - 155,000.00 *Wan Shamilah Wan Muhammad Saidi 165,500.00 - - 165,500.00 #Dato’ Sekhar Krishnan 190,000.00 - 4,280.29 194,280.29 #Dato’ Ab. Halim Mohyiddin 190,000.00 - 1,153.00 191,153.00 ^Datuk Nasarudin Md Idris 129,000.00 439,464.00 6,000.00 574,464.00 ^Dato’ Rozalila Abdul Rahman 115,000.00 - 4,357.28 119,357.28 Total 1,937,500.00 577,754.36 69,265.37 2,584,519.73 * Fees paid to PETRONAS # Retired as Independent Non-Executive Director of MISC on 15 January 2024 ^ Retired as Independent Non-Executive Director of MISC on 1 September 2023 During the year under review, the President/Group CEO of MISC, Captain Rajalingam Subramaniam, received a total remuneration of RM2,899,375.00 in salary, other emoluments and benefits-in-kind. As an Executive Director, the President/Group CEO is not entitled to Directors’ fees nor any meeting attendance allowance. Corporate Governance Overview Statement Board Audit Committee (BAC) The BAC was established with the objective of assisting the Board in fulfilling its responsibilities primarily relating to financial management, financial accounting and internal control systems of the Group. The BAC also monitors the whistleblowing management process and assesses the suitability, objectivity and independence of both the external and internal audit functions, including the performance evaluation and remuneration of the Head of Group Internal Audit (GIA) in consultation with the President/Group CEO. All members of the BAC are financially literate, competent and are able to scrutinise the Company’s financial reporting process, transactions and financial information. Board Sustainability & Risk Committee (BSRC) The BSRC was established to serve as a sounding board to Management and to perform deep dives into and challenge on risk matters. In addition to matters pertaining to risk management, the scope of the BSRC also encompasses sustainability, governance, compliance and ethics and health, safety, security and environment (HSSE). Risk Management and Internal Control Framework The Board acknowledges its overall responsibility for continuous maintenance of a sound risk management framework and internal control to safeguard shareholders’ investment and the Group’s assets. Over and above the quarterly review by the BSRC on risk events, relevant risk appetite and mitigation measures at the enterprise level, the Board reviews the status of risk management activities and the updated Risk Register. The Board also ensures that all relevant project and investment risks, including the mitigation measures, are deliberated when making such decisions. Such Project Risk Assessments encompass, amongst others, project execution risks, contract management risks, counter-party risks, operations risks, country risks and financial risks. When reviewing the adequacy and integrity of the Company’s internal control systems, the Board (via the BAC) reviewed the reports on Related Party Transactions, Conflict of Interest oversight, Whistleblowing cases and enhanced management processes thereof and improvements to internal controls as highlighted by GIA. PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT For more information on the BAC and how it has met its responsibilities in 2023, please refer to the BAC Report on pages 172 to 180 of this Integrated Annual Report. For more information on the BSRC and how it has met its responsibilities in 2023, please refer to the BSRC Report on pages 181 to 184 of this Integrated Annual Report. For more information on MISC’s risk management and internal control frameworks, please refer to the BAC Report on pages 172 to 180 of this Integrated Annual Report, the BSRC Report on pages 181 to 184 of this Integrated Annual Report, as well as the Statement on Risk Management and Internal Control on pages 185 to 198 of this Integrated Annual Report. For more information on the remuneration structure for MISC’s Directors, please refer to the BNRC Report on pages 165 to 171 of this Integrated Annual Report. PETRONAS Non-Executive Directors Remuneration Framework Benefits Annually Retainer Fees: Board and Board Committees Per Meeting Attendance Fee Special Fee*
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