The current composition is in compliance with the requirement of Paragraph 15.08A (1) of the Main Market Listing Requirements (Listing Requirements) of Bursa Malaysia Securities Berhad (Bursa Securities) and in line with Practice 5.8 of the Malaysian Code on Corporate Governance 2021 (MCCG 2021) which recommends the NRC is chaired by an Independent Director or the Senior 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 MSM Group • to lead the process for the appointment of new Directors to the Board and make appropriate recommendation to the Board Further details of the roles of NRC are provided in the Terms of Reference which is available at Company’s corporate website at www.msmsugar.com. TERMS OF REFERENCE NRC is governed by its own Terms of Reference (TOR) which was established pursuant to the Listing Requirements 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 Listing Requirements and MCCG. 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 FY2021 were scheduled and approved in November 2020. In addition to the scheduled meetings, Chairman also called for meetings as and when required. During the FY2021, NRC held a total of nine (9) meetings. Out of the total, four (4) meetings were unscheduled meetings. The attendance at all NRC meetings met the requisite quorum as stipulated in NRC’s TOR. SUMMARY OF ACTIVITIES OF THE NOMINATION AND REMUNERATION COMMITTEE FOR THE FINANCIALYEAR 2021 Due to COVID-19 pandemic, all NRC meetings for the year 2021 were held virtually. The meetings were attended by Group Chief Executive Officer together with Head of Human Resources. The Group Chief Operating Officer and Chief Financial Officer will attend the meetings upon invitation. The summary of matters discussed and deliberated by NRC were as follows: Nomination and Election Process a. Reviewed and selected the candidates for the position of Group Chief Executive Officer and Group Chief Operating Officer of MSM Malaysia Holdings Berhad b. Reviewed the proposal for the renewal of contract of the Chief Financial Officer c. Reviewed the re-election of retiring directors at the 2021 Annual General Meeting d. Reviewed the re-appointment of Independent Directors upon completion of the three (3) years tenure e. Reviewed and evaluated the Performance Assessment of the Audit, Governance and Risk Committee and its members The NRC TOR is published in the Company’s corporate website at http://www.msmsugar.com/ our-company/corporate-governance SUSTAINABILITY JOURNEY HOWWE ARE GOVERNED FINANCIAL STATEMENTS ADDITIONAL INFORMATION 237
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