MSM Malaysia Holdings Berhad Annual Report 2019

Actualisation & Realisation Actual proceedings and outcomes (limited review) Perceived and ground reality (top down bottom up) Achievements & aspirations The scope of the assessment was extensive and covers the core drivers influencing the effective functioning of the Board, the Board Committees and the performance of the individual directors. The remit also includes the development of a Board Succession Planning Framework and a Board KPI for discussion. CG Board carried out the fieldwork from early April 2019 until mid May 2019 and also observed of the 2019 Annual General Meeting (AGM) held on 19 June 2019. The assessment and analytical process involved interviews with eight Directors and seven selected Senior Management staff who regularly interacts with the Board, document reviews (mainly Board minutes, Board Charter and TOR of Board Committees) and an online high level survey. The results of the assessment together with the observations of the proceedings of the Company’s AGM held on 19 June 2019 were compiled in a final report which was presented to the Board in August 2019. Based on the report presented, MSM Board overall rating is Moderate Effective. Included in the final report are several key areas of improvement identified by CG Board of which the Board has approved for implementation to strenghten Board’s performance. The Company Secretary is currently working together with management to develop the improvement plan which will consist of a set of relevant action plans and initiatives with the timeframe to ensure the improvement plan is effectively carried out. Pursuant to Paragraph 15.20 of MMLR Bursa Malaysia, the NRC also reviewed the performance of Audit Committee and concluded that the Audit Committee and its members have discharged their functions, duties and responsibilities in accordance with its TOR. The scope and coverage of this assessment was done on the Board as a whole, Board Committees, Chairman of the Board and Board Committee and the directors individually and was carried out based on the ten core drivers as detailed below of which each of these ten components levers to continually raise board effectiveness: Interview protocol Documentary review 360 on line survey feedback Benchmarking & MCCG 2017 Step Up 1. BOARD ROLES & RESPONSIBILITIES 2. BOARD LEADERSHIP 3. BOARD DYNAMICS 4. BOARD/ MANAGEMENT RELATIONSHIPS 5. BOARD COMPOSITION & DIVERSITY 6. BOARD INFORMATION 7. BOARD PROCESSES 8. BOARD COMMITTEES 9. BOARD AGENDA & MEETING 10. BOARD/ STAKEHOLDERS RELATIONSHIP 93 CORPORATE GOVERNANCE 07