MISC BERHAD 164 INTEGRATED ANNUAL REPORT 2023 165 www.miscgroup.com GOVERNANCE SECTION 12 Corporate Governance Overview Statement Integrated Reporting MISC has adopted integrated reporting based on a globally recognised framework with a view of helping our stakeholders understand how MISC creates value and to promote greater transparency and accountability on the part of the Company, in line with the MCCG. The adoption of integrated reporting has been implemented on staggered basis since 2017 and the MISC Integrated Annual Report 2020 was our first integrated report. The MISC Integrated Annual Report 2023 is based on the <IR> Framework 2021. Conduct of Annual General Meeting (AGM) The MISC AGM is the principal forum for dialogue and an avenue for the Chairman and Board members to interact with the shareholders. The Chairman plays a pivotal role in accommodating constructive dialogue between shareholders and the Board. The shareholders are strongly encouraged to attend, participate, speak and vote at the Company’s AGM and all queries posed to the Board prior to and during the AGM are responded to accordingly. Since 2020, MISC has hosted its AGMs virtually, leveraging on technology to facilitate voting in absentia and remote shareholders’ participation at the AGM. The following are some of the measures taken by MISC to encourage attendance and participation from the shareholders at the virtual AGM: • Comprehensive Administrative Notes were circulated to shareholders to facilitate remote participation and e-Voting, including a dedicated contact number and e-mail address for any requests for technical assistance to participate in the AGM; • Electronic lodgement of Proxy Forms was enabled; • The AGM proceedings was broadcasted live via a web portal and mobile application; • Questions raised by the Minority Shareholders Watch Group (MSWG) prior to the AGM were shared with the shareholders during the AGM proceedings together with the Company’s responses thereto; • Electronic submission of questions by shareholders either via e-mail prior to the AGM proceedings, or via the virtual AGM platform during the AGM Proceedings was enabled; • The President/Group CEO presented highlights of MISC Group’s performance at the AGM; • During the AGM proceedings, questions from shareholders were displayed via the virtual AGM platform as the Board Chairman and/or President/Group CEO addressed them; and • After the AGM, the list of questions and answers are published on MISC’s website at www.miscgroup.com. The AGM is scheduled in advance of any new financial year to facilitate Board members to plan and fit the year’s AGM into their schedules. In 2023, all Board members attended the AGM. The Notice of AGM is issued at least 28 days prior to the AGM, as recommended by the MCCG. Voting at the AGM is conducted via electronic polling, in compliance with the MMLR. The polling process is explained clearly during the AGM to ensure a smooth and pleasant voting experience by the shareholder. Poll results are verified by appointed scrutineers prior to the Chairman’s announcement of the outcome. The AGM Minutes is published on the Company’s website within 30 days after the AGM. This CG Overview Statement is made in accordance with the resolution of the Board of Directors passed on 26 February 2024. Investor Relations and Engagement with Stakeholders The Board values its dialogue with the investing community, including both the institutional shareholders and private investors, to enhance investors’ understanding of the Group. MISC aims to continuously build and maintain transparent communication with the shareholders, potential investors and the investing community. Through the MISC Group Investor Relations programme, MISC is committed to uphold best practices in CG and ensure timely and equal dissemination of material information to its stakeholders. In 2023, MISC used the following channels/forums to communicate and engage with its stakeholders: PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS • MISC Annual General Meeting • Quarterly financial reports • MISC Integrated Annual Report • Announcements on major developments to Bursa Securities • MISC website at www.miscgroup.com • Analyst briefings following the announcement of quarterly financial reports • Site visits • Industry forums/conferences • Investing in community engagement programs and initiatives For more information on MISC’s engagement with stakeholders in 2023, please refer to the MISC Sustainability Report 2023. Board Nomination & Remuneration Committee Report The Board had during the year 2023 approved the previously named Nomination & Remuneration Committee to the Board Nomination & Remuneration Committee (BNRC). The change of name which took effect on 1 May 2023 is to align with the naming convention for MISC Board Committees. MISC Group has demonstrated its resilience in sustaining its long-term growth trajectory notwithstanding a challenging global economic landscape. Our Group’s continued success is very much dependant on a dynamic approach towards human capital governance. As I take over the role as the new Chairperson of the BNRC, I am deeply honoured to lead a committee that plays a strategic role in steering the Group’s talent management and performance strategies, in ensuring that our talent pool is robust, diverse and aligned with our corporate vision. Enhancing Board Dynamics Following the insightful Board Effectiveness Evaluation (BEE) conducted in 2022, the BNRC embarked on a path of developing comprehensive plans, designed to elevate the Board’s overall effectiveness. The insights gained from the BEE were invaluable, as it guided us in formulating plans to facilitate more Board discussions on strategies that are not only responsive but also proactive in addressing future challenges. To ensure the continuity of this journey of transformation, succession planning at the Board is important. Fostering Talent and Institutionalising Sustainable Leadership In line with our transformative journey, the BNRC’s focus in 2023 has been on nurturing the strength and potential of our employees. By endorsing key contract appointments and renewals, we have reaffirmed our commitment to talent and leadership development. Our efforts in assessing and enhancing the training needs of our Group Directors are aimed at enriching their expertise and leadership acumen. Further to this, the introduction of the Special Recognition Reward in 2023 stands as a testament to our appreciation of the exceptional contributions of our employees. Coupled with the insights from our review of the Senior Management Rewards Framework, conducted with an independent consultant, we are shaping a remuneration system that aligns with the core values, strategic objectives and long-term interests of the Group. This initiative is a crucial element in our journey towards sustainable leadership strategy to retain high-performing talent, aligning their long-term goals with MISC’s overarching transformation objectives. Charting a Course for the Future Looking ahead, we maintain constant oversight of the skills, knowledge, experience and diversity of our employees, ensuring alignment with Diversity, Equity and Inclusion (DEI) principles. Our commitment to training and development underscores our dedication to fostering a culture of continuous improvement and excellence. In closing, I extend my heartfelt gratitude to Datuk Nasarudin Md Idris and Dato’ Rozalila Abdul Rahman for their invaluable contributions and steadfast leadership during their tenure. Their legacy of excellence has set a high bar for the BNRC. I also warmly welcome Cik Wan Shamilah Wan Muhammad Saidi, who joined the BNRC on 1 May 2023, bringing fresh perspectives and insights that will undoubtedly enrich our committee. I am confident that the BNRC will continue building a culture that not only respects MISC’s rich legacy but also embraces the dynamic opportunities of our evolving business landscape. DATO’ TENGKU MARINA TUNKU ANNUAR Chairperson Board Nomination & Remuneration Committee
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