MISC BERHAD 196 INTEGRATED ANNUAL REPORT 2023 197 www.miscgroup.com GOVERNANCE SECTION 12 and capable workforce through a structured and holistic developmental process, which ultimately feeds into the talent pipeline for the Succession Planning framework. Through the framework, all employees are required to go through the functional and leadership competency assessment where they are assessed against the competency required for their roles and at their job levels respectively. Based on the competency gap identified from the assessment, employees are empowered to identify and propose suitable intervention plans to address their functional competency gap via one-on-one discussion with their supervisors and are enrolled in the structured leadership courses to enhance their leadership skills. MISC Group promotes employee self-driven career pathing through the Career Management framework. The framework provides a platform to assess their readiness based on the established Leadership and Functional competencies, plan and execute their development needs as well as explore career opportunities within MISC Group. The Functional Competency and Leadership Competency framework, together with the Succession Planning framework and the Career Management framework, demonstrate the Group’s commitment towards developing future leaders of MISC. MISC Group continuously promotes the well-being of our employees and this is well-embedded in our Talent Strategy. Post-pandemic, we have introduced a series of well-being initiatives such as Flexible Working Arrangements, employee engagements and employee assistance programmes. Flexible Working Arrangements provide employees the flexibility to balance their personal and professional needs by offering options to work from home or satellite offices and determine their work hours. A series of engagements connect the leaders to the population, promote psychological safety at workplace and encourage open conversations. MISC Group strives to have an inclusive workplace by removing barriers and creating equal opportunities for all our employees. The employee assistance programmes were introduced to provide access to personalised and holistic support encompassing physical, mental and emotional well-being. Compliance & Ethics The strategic priority - Governance & Business Ethics, under the Governance Pillar of the Sustainability Strategy, is to continuously embed a culture of strong corporate governance and business ethics and conduct within the Group. The Governance Pillar maps out the Group’s compliance strategy, objectives and guidance through the Compliance Management Framework (CMF) to assist management, business and operations to develop, manage and maintain the governance required to meet and sustain the compliance strategy and objectives across the Group. The CMF covers the performance of the core functions of an Integrity Governance Unit (IGU) i.e. complaints management, detection and verification of breaches, integrity strengthening and governance management. MISC Group has put in place fundamental policies in line with the Code of Conduct and Business Ethics (CoBE) that extends to employees and directors within the Group and third parties performing works or services for or on behalf of the Group. Internal controls including policies and measures in addressing the Critical Legal Areas (CLA) related to ethics and integrity, personal data protection, sanctions, export control, competition and human rights/modern slavery are as follows: • MISC Group has a zero-tolerance policy (Anti-Bribery Corruption Policy and Manual) which applies to employees or companies acting for or on behalf of MISC, throughout the Group reflecting the commitment of zero tolerance against any corrupt or unethical practices in the course of conducting business in all the jurisdictions it operates in. This is further strengthened through the Anti-Bribery Management System (ABMS) which sets out the requisite requirements to prevent, identify and respond to bribery of which MISC has received the ISO 37001:2016 (ISO ABMS) certification in 2019. The Bribery and Corruption Risk Assessment has been conducted and reviewed on an annual basis to ensure MISC Group fulfils the requirements of the Adequate Procedures Guideline and is safeguarded against the new provision in the MACC Act (Amendment 2018) under Section 17A: Corporate Liability which was effective from 1 June 2020. • MISC Group has established the Corporate Privacy Policy and Master Guidelines which demonstrate the commitment to handle and manage personal data in accordance with the general principles of personal data protection and applicable laws in various jurisdictions. • The Economic Sanctions and Export Control Policy and Guidelines underpin the Group’s commitment to comply with relevant economic sanctions and export control regulations in the jurisdictions it operates in, through identifying, mitigating and managing such risks. • MISC Group has a policy under the Competition Law Guidelines and its supporting protocols on Meetings and Information Sharing and Merger and Acquisition Transactions for fully complying with competition laws of every country we operate in. • MISC Group has also adopted the Human Rights Commitment and Modern Slavery Policy on 24 May 2019 to ensure adherence to the CoBE, which outlines the standards and behaviours that we uphold, with emphasis on due respect for human rights and compliance applicable to global laws and rules. In keeping with global business and regulatory development, the CLA related governance documents have been recently revised to cater to the latest development in laws and regulations. All entities (active, dormant and joint venture companies where MISC has controlling interest) are required to adopt the CLA governance documents, in order to address compliance and ethics risk across the Group. Statement on Risk Management & Internal Control For other relevant laws, MISC Group through the Regulatory and Legislation (R & L) Register, maintains regulations and legislations which can potentially impact the Group. The R & L Register shall be the guide to ensure that MISC Group operates in accordance with the R & L requirements and for any potential exposures to be adequately mitigated. In providing the Board and Management with assurances that MISC Group is complying with all applicable laws and regulations, Head of Department (HOD) Compliance Attestations to R & L and Legal Functional Checklists (FCs) are implemented through an Integrated Assurance platform called myASSURANCE. Dealing with third parties is part of MISC Group’s business operations and we expect third parties to comply with the same standards as MISC Group’s CoBE related policies and guidelines as mentioned above: • Due diligence exercises are carried out on all third parties as outlined in MISC’s Third Party Compliance Due Diligence Operational Guidelines. • Third parties are also required to adhere to MISC Group’s CoBE related policies and guidelines through the Declaration and Integrity Pledge. • Annual trainings are also conducted for MISC Group’s third parties. There are continuous awareness sessions through the “See.Speak.Support” Campaigns with the objective of highlighting and creating awareness amongst employees on MISC Group’s principal elements of the CoBE. The campaigns were aimed at promoting MISC’s Whistleblowing Channels and processes to employees. Continuous mandated training on the CoBE and its related policies covering the CLA have been conducted for employees, directors and third parties. This is to be further reiterated through Integrity Time-Out sessions by the Senior Leadership and through Compliance and Integrity sharing sessions. The Group continues to monitor any potential conflicts of interest through the annual declaration by employees and the receipt and/or giving of any gifts via the employees’ Conflict of Interest Register and employees’ Gift Register. MISC’s Conflict of Interest (COI) policy, as described in MISC Group’s CoBE, provides guidelines on the business and personal relationships between MISC Group’s employees and its competitors, suppliers, customers and other business entities. As per the COI Review and Analysis Procedure, the disclosures are reviewed and analysed to ensure any potential conflict of interest exposures are adequately mitigated. Conflict of interest or potential conflict of interest situations for directors are managed through a declaration of interest by directors at the start of every Board and Board Committee meeting. BSRC as the governing body is updated on Compliance and Ethics-related matters as good governance and to ensure the objectives of the Sustainability Strategy (Governance Pillar) are effectively implemented. The Whistleblowing (WB) Policy provides an avenue for all parties to disclose and report any suspected unethical and/or unlawful conduct or non-compliance with the CoBE involving MISC Group and/or any of its employees. In line with the highest standards of integrity expected of the Company and its employees and the Malaysian Code on Corporate Governance 2021, the BAC shall also review WB reports submitted. Corporate Policies MISC established its Corporate Disclosure Policy (CDP) and Corporate Disclosure Guidelines (CDG) in 2016. The CDP guides the Board, Management and employees when communicating and making disclosure of information to external parties such as Bursa Malaysia Securities Berhad, investment community, media, government authorities and other relevant stakeholders. It also sets out the parameters to enable timely, adequate and accurate disclosure of such information. The CDG, which is an internal document, provides more definitive guidelines for communication and disclosure of information in the above areas. Assurance Functions Group Health, Safety, Security, Environment & Sustainability (Group HSSE & Sustainability) MISC Group is committed to ensure the highest HSSE standards and compliance in formulating plans, procuring products and services, making investment decisions and managing total business risks. MISC Group established the Health, Safety and Environment Management System (HSEMS) and the Security Management System (SeMS) pursuant to the Health, Safety and Environment (HSE) policy and the Security Policy instituted by management. The management systems were developed to ensure adherence to applicable international standards, legal requirements and other recognised industry best practices. The management system establishes the expectations and performance objectives in identifying, evaluating and managing the HSSE risks to People, Environment, Assets and Reputation. MISC Group’s commitment to HSSE principles and sustainability beyond compliance, signifies our responsibility in creating persistent positive impacts across all components of operations. HSSE assurance is carried out on the respective business segments, vessels and floating facilities with the objective to verify, evaluate and review HSSE operational activities to ensure their operational integrity and reliability are maintained at all times, consistent with international regulations, HSSE controls and internal policies. The Group’s vessels are subjected to stringent audits, vetting and inspections to meet various regulatory and commercial requirements. These include vetting by oil majors, audits by the Malaysian Marine Department and ship classification societies to maintain international safety and security management Statement on Risk Management & Internal Control
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