MSM Malaysia Holdings Berhad Annual Report 2020

The current composition is in compliance with the requirement of Paragraph 15.08A (1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”), which provides that the NRC must comprise exclusively of Non-Executive Directors, the majority of whom are independent directors. This is also in line with Practice 4.7 of the Malaysian Code on Corporate Governance 2017 (“MCCG 2017”) which recommends the NRC to be chaired by a Senior Independent Director or an independent director. The Board believes that the current NRC composition provides the appropriate balance in terms of skills, knowledge and experience to promote the interests of all shareholders and to meet the needs of the Group. Roles of the Committee The Committee is responsible: • to review the composition of the Board, evaluate the balance of skills, knowledge, experience and diversity of the Board • to review the performance and effectiveness of the Board • to set the remuneration policy for the Directors and the employees of the MSM Group • to lead the process for the appointment of new Directors and make appropriate recommendation to the Board Further details of the roles of NRC are provided in the Term of Reference which is available at Company’s corporate website at http://www.msmsugar.com/our-company/corporate- governance. TERMS OF REFERENCE NRC is governed by its own Term of Reference (“TOR”) which was established pursuant to the MMLR and was approved by the Board. The TOR is reviewed periodically between one (1) to three (3) years, as and when required especially when there are changes to the MMLR and MCCG 2017. The latest TOR was reviewed and revised in 20 November 2019. The NRC TOR is published in the Company’s corporate website at http://www.msmsugar.com/our-company/corporate-governance. MEETING NRC meetings are chaired by its Chairman, an Independent Non-Executive Director, who is responsible for the conduct of meetings. NRC is required to conduct its meeting at least three (3) times annually. In order to facilitate NRC members’ time planning, NRC meetings held during the FYE 2020 were scheduled and approved in November 2019. In addition to the scheduled meetings, the Chairman may call for meetings as and when required. During the FYE 2020, NRC held a total of seven (7) meetings. Out of the total, three (3) meetings were unscheduled meetings to discuss on the following: 1. MSM Group Chief Executive Officer Scorecard/KPI 2. Proposed list of candidates for positions as Independent Non-Executive Directors of MSM Malaysia Holdings Berhad 3. Selection and appointment of Search Firm for the purpose of Talent Sourcing for the post of Group Chief Executive Officer and Group Chief Operating Officer of MSM Malaysia Holdings Berhad 4. Proposed changes of the Board of Directors of MSM Malaysia Holdings Berhad’s Subsidiaries 5. Proposal for a one-time Ex-Gratia payment to the eligible staff of MSM Group 6. Proposed schedule of NRC meetings for year 2021 MSM Company Secretary is the Secretary of NRC and shall be present at all meetings to record the proceedings of the meetings. BOARD APPOINTMENT PROCESS Pursuant to the TOR and Board Nomination and Election Policy and Procedures (“Policy”), NRC is responsible to review the structure, size and composition (including skills, knowledge, experience and diversity) of the Board, the Board Committees and all directorships in the Group. The Company Secretary ensures that all appointments are properly made and all necessary information are obtained from the Directors for the purposes of meeting statutory obligations including obligations arising from MMLR or other regulatory requirements. NOMINATION AND REMUNERATION COMMITTEE REPORT MSM MALAYSIA HOLDINGS BERHAD Annual Repor t 2020 100 CHAIRMAN’S STATEMENT DELIVERING VALUE MSM OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS GROUP FINANCIAL REPORT