MSM Malaysia Holdings Berhad Annual Report 2019

CORPORATE GOVERNANCE OVERVIEW STATEMENT Committee Key Responsibilities Audit Committee (AC) Chairman • Dato’ Rosini Abd Samad (ined) Members • Datuk LimThean Shiang (ined) • Dato’ Hajjah Rosni Haji Zahari (ined) (cessation of office on 25 March 2020) • Assess the risks and control environment • Oversee the financial reporting • Review the internal and external audit process • Review related party transactions • Reviewed the Corporate Governance Report for the financial year ended 31 December 2018 • Reviewed the disclosures in the following reports for inclusion in the 2018 Annual Report i. Statement on Risk Management are Internal Control and Corporate Governance activities ii. Corporate Governance Overview Statement iii. Sustainability Reporting on Economic, Environment and Social • Undertake any such other functions as may be determined by the Board from time to time Details of the AC is set out on pages 83 to 88 of this Annual Report. Committee Key Responsibilities Nomination and Remuneration Committee (NRC) Chairman • Dato’ Zainal Haji Ismail (ined) (cessation of office on 25 March 2020) Members • Dato’ Haris Fadzilah Hassan (nined) • Dato’ Hajjah Rosni Haji Zahari (ined) (cessation of office on 25 March 2020) • Review the composition of the Board, the Board Committees, the directorship in Group and the Group Top Management • Review the processes for nomination and election, appointment, reappointment and re-election • Evaluate the contribution and commitment of Directors • Review the Board assessment/AC term of office and performance • Review succession planning • Review the Remuneration Policy, all remuneration matters and other general remuneration matters across MSM Group • Review remuneration of the Executive Director, Group CEO and Group Top Management Details of the NRC Report is set out on pages 89 to 94 of this Annual Report. Committee Key Responsibilities/Meetings Held & Activities in 2019 Board Governance & Risk Management Committee (BGRMC) Chairman • Datuk LimThean Shiang (ined) Members • Dato’ Rosini Abd Samad (ined) • Anuar Malek (nined) (appointed as member with effect from 13 August 2019) • Dato’ Ab Ghani Mohd Ali (Nined) (resigned as member on 13 August 2019) • Governance • Ethics & Integrity • Risk Management The Committee had five meetings during 2019 and summary of key matters discussed among others are: • Reviewed the disclosures in the following reports for inclusion in the 2018 Annual Report: i) Statement on Risk Management and Internal Control and Corporate Governance activities ii) Corporate Governance Overview Statement iii) Sustainability Reporting on Economic, Environment and Social MSM Malaysia Holdings Berhad | Annual Report 2019 72