MISC BERHAD 170 INTEGRATED ANNUAL REPORT 2023 171 www.miscgroup.com GOVERNANCE SECTION 12 iv. Directors’ and Senior Management Remuneration The Company’s policy for remunerating its Directors is based on the PETRONAS Public Listed Companies Non-Executive Directors’ Guidelines and Remuneration Package. The fee structure of NEDs of MISC is as follows: Meeting allowance per attendance Members Monthly fees Board Board Audit Committee Board Nomination & Remuneration Committee Board Sustainability & Risk Committee Chairman RM20,000 RM3,500 RM3,500 RM3,500 RM3,500 Member RM10,000 INEDs are entitled to fuel allowance of RM6,000 per annum and Directors’ and Officers’ Insurance coverage of up to RM1.29 billion per occurrence and in the aggregate. The Chairman is also entitled to a company car and driver allowance of RM28,450 per annum. The fees and allowances for NEDs are determined by the Board and are subject to the approval of the shareholders of MISC. The breakdown of the detailed Directors’ fees paid during the year under review is disclosed in the Corporate Governance Overview Statement on pages 146 to 164 of this Integrated Annual Report. The Directors’ fees and meeting allowances for NINEDs, who are employees of PETRONAS, are paid directly to PETRONAS. The presence and participation of the NINEDs, who are employees of PETRONAS, give the Board a deeper insight into PETRONAS’ operations and direction. The remuneration package for the Executive Director of MISC is balanced between fixed and performance-linked elements. A portion of the Executive Director’s remuneration package is variable in nature and is KPI-based, which includes the Group’s performance. An Executive Director is not entitled to receive Directors’ fees or meeting allowance. v. Company and President/Group CEO Performance Appraisal The Company’s performance against the FY2023 Balanced Scorecard was deliberated by the BNRC. The performance appraisal covered the following scorecard dimensions, whereby specific ratings were given to each dimension based on “Minimum”, “Base” or “Stretch” achievements: • Financials • Strategic Initiatives • Operations • HSSE • People Development and Ethics Based on the Company’s performance against the FY2023 Balanced Scorecard, the BNRC also deliberated on the individual performance of the President/Group CEO of the Company for FY2023 and made the appropriate recommendations to the Board for approval. Board Nomination & Remuneration Committee Report Board Membership • Considered matters relating to the retirement of Directors. • Recommended the Directors who are eligible for re-election and re-appointment at the AGM. Succession Planning • Reviewed the MISC Board and Board Committees’ composition. • Received updates on succession planning for MC Positions and critical positions. • Endorsed changes to the MC positions. Performance Management • Reviewed and endorsed the Group’s FY2022 Balanced Scorecard results. • Reviewed and endorsed the proposed performance bonus for Appraisal Year 2022. • Reviewed and endorsed the Group’s FY2024 Balanced Scorecard. • Reviewed and endorsed Special Recognition Rewards. • Reviewed and endorsed Senior Management Remuneration Framework. • Reviewed and endorsed the salary structures for MISC Berhad Executives. Board Performance Evaluation • Implementation of comprehensive improvement plans following the independent Board Effectiveness Evaluation. • Reviewed and endorsed the Board KPIs for FY2024. Training and Development • Reviewed and endorsed topics for the bi-annual MISC Group Directors’ Trainings in FY2023. Annual Reporting • Reviewed and endorsed the disclosures in the BNRC Report for the 2022 Integrated Annual Report. DATO’ TENGKU MARINA TUNKU ANNUAR Chairperson Board Nomination & Remuneration Committee SUMMARY OF THE BNRC’S WORK IN 2023 Board Nomination & Remuneration Committee Report
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