MISC BERHAD 166 INTEGRATED ANNUAL REPORT 2023 167 www.miscgroup.com GOVERNANCE SECTION 12 Board Nomination & Remuneration Committee Report Dear Shareholders, On 1 January 2023, the Nomination Committee and Remuneration Committee were combined to form the Nomination and Remuneration Committee (NRC). Subsequently, the Committee was renamed as Board Nomination & Remuneration Committee (BNRC) effective 1 May 2023. Composition and Meeting Attendance The BNRC comprises three (3) members, all of whom are Non-Executive and majority of whom are Independent Directors, which complies with the requirements of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities). The composition of the BNRC is as follows: Members Date of Appointment as BNRC Member DATO’ TENGKU MARINA TUNKU ANNUAR Chairperson Independent Non-Executive Director 1 September 2023 DATIN NORAZAH MOHAMED RAZALI Member Independent Non-Executive Director 1 January 2022 WAN SHAMILAH WAN MUHAMMAD SAIDI Member Non-Independent Non-Executive Director 1 May 2023 (1) Datuk Nasarudin Md Idris retired as Independent Non-Executive Director of MISC and ceased being Chairman of the BNRC on 1 September 2023. (2) Dato’ Rozalila Abdul Rahman retired as Independent Non-Executive Director of MISC and ceased being a Member of the BNRC on 1 September 2023. The BNRC met six (6) times in 2023 and all meetings were attended by the duly appointed Chairman/Chairperson and BNRC Members during their tenure. The President/Group CEO attends the BNRC meetings to facilitate discussions, as well as to provide the appropriate information and advice on relevant matters for the BNRC. BNRC meetings together with the tentative agendas are scheduled in advance of any new financial year to allow the BNRC members to plan ahead and incorporate the year’s meetings into their respective schedules. The agenda and meeting papers are distributed to the BNRC members via a secured collaborative software, which eases the process of distribution of meeting papers and minimises leakage of sensitive information, as well as enabling the Directors to have full and timely access to the papers electronically at any given time. This practice is also consistent with the Board’s and Company’s commitment to sustainable practices. All proceedings of the BNRC meetings are duly recorded in the minutes and are properly kept by the Company Secretary. Terms of Reference The BNRC is governed by its own Terms of Reference (TOR), which is consistent with the requirements of the MMLR and best practices of the Malaysian Code on Corporate Governance 2021 (MCCG). For more information on the BNRC’s TOR, please refer to MISC’s corporate website at www.miscgroup.com Board Nomination & Remuneration Committee Report Overview of matters addressed at BNRC meetings in 2023 Annually Half-yearly • Annual succession planning for MISC Group (Board and Senior Management) • Focused review of the Board and Board Committees’ composition and diversity • Proposed MISC Group Balanced Scorecard • Proposed Board Key Performance Indicators (KPIs) • MISC Group Balanced Scorecard results • Proposed remuneration plans for the MISC Group • Proposed re-election of Directors at the AGM • Content of the Integrated Annual Report • Proposed topics for Directors’ trainings • Updates on Human Resource Dashboard for sea and shore staff • MISC Group Balanced Scorecard mid-year review Special • Proposed contract renewal and/or appointment of Management Committee (MC) members • Implementation of comprehensive improvement plans following the independent Board Effectiveness Evaluation performed in 2022 • Proposed Senior Management Rewards Framework • Enhancement of rewards strategy for employees Functions of the BNRC and related activities in 2023 i. Board Membership – Appointment/Re-election of Directors and Succession Planning The BNRC has the responsibility of ensuring appropriate succession planning of Directors and reviewing the Board’s required mix of skills and experience, which includes reviewing the tenure of Independent Directors on the Board and proposals for re-appointment or re-election. With a sound succession plan in place, the BNRC was able to make positive progress in ensuring seamless reorganisation of the composition of the Board Committees following the retirement of four (4) Independent Non-Executive Directors (INEDs). The nomination of new Board members adheres to the following appointment process: Process Flow for Appointment of Directors Board Vacancy Non-Independent Non-Executive Director Board Vacancy Independent Director Board Vacancy Executive Director Company Secretary to seek PETRONAS’ nomination of new Board representative BNRC develops the selection criteria, i.e. competencies and attributes required Refer to HRM Succession Plan for Management Committee Positions Management initiates search for candidates The BNRC interviews shortlisted candidates Deliberation by the BNRC on suitability of the candidate Table proposed appointment of Director to MISC Board for approval On-boarding session for new Director Mandatory Accreditation Programme (if applicable), Continuous Training & Annual Performance Assessments Circumstances giving rise to a Board vacancy Assess (including conduct of background checks) and shortlist potential candidates in consultation with the BNRC
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