MISC Annual Report 2019

Name of Director Training Attended Organiser Date Liza Mustapha 1. The Institute of Internal Auditors Malaysia – Audit Committee Conference 2019 MIA 15 April 2019 2. MISC Group Directors’ Training and Annual Planning Forum • • Mega Trends & Macroeconomics • • Oil & Gas and Upstream Outlook • • Energy Shipping Outlook • • Geopolitical Outlook • • Beyond IMO 2020 MISC Berhad 26 June 2019 3. 2 nd MISC Group Directors’ Training FY2019 • • Culture-Proofing Organisations in the Digital Era: Creating the Right Culture for Sustainable Growth • • Economic Sanctions & Export Controls • • Overview of Port Management & Maritime Service and Business Outlook • • Decarbonisation of the Shipping Industry MISC Berhad 5 December 2019 4. MFRS Updates Training for CFOs PETRONAS 9 December 2019 Mohd Yusri Mohamed Yusof 1. World Petrochemical Conference IHS Markit 18 – 21 March 2019 2. Asia Oil & Gas Conference ICEP 24 – 25 June 2019 3. MISC Group Directors’ Training and Annual Planning Forum • • Mega Trends & Macroeconomics • • Oil & Gas and Upstream Outlook • • Energy Shipping Outlook • • Geopolitical Outlook • • Beyond IMO 2020 MISC Berhad 26 June 2019 4. World Economic Forum (WEF) – Africa WEF 4 – 6 September 2019 Yee Yang Chien 1. MISC Group Directors’ Training and Annual Planning Forum • • Mega Trends & Macroeconomics • • Oil & Gas and Upstream Outlook • • Energy Shipping Outlook • • Geopolitical Outlook • • Beyond IMO 2020 MISC Berhad 26 June 2019 2. 2 nd MISC Group Directors’ Training FY2019 • • Culture-Proofing Organisations in the Digital Era: Creating the Right Culture for Sustainable Growth • • Economic Sanctions & Export Controls • • Overview of Port Management & Maritime Service and Business Outlook • • Decarbonisation of the Shipping Industry MISC Berhad 5 December 2019 Ethics and Compliance MISC observes its own Code of Conduct and Business Ethics (CoBE), including the Whistleblowing Policy and No Gift Policy. The CoBE is applicable to the Company, its Directors, employees and third parties performing work or services for and on behalf of the Company. It governs the desired standards of behaviour and ethical conduct expected from each individual to whom the CoBE applies. The MISC Anti-Bribery and Corruption Manual also serves to guide the Company in relation to such matters. A whistleblowing structure to review and manage any whistleblowing reports is in place, which includes a whistleblowing framework and management process. The Chairman of the BARC, is also the Chairman of the Whistleblowing Committee 1 (WBC 1). The WBC 1 reviews reports made against any member of Senior Management whereas the Whistleblowing Committee 2 (WBC 2) reviews reports made against any other employee of the Company. The Board, through the BARC, reviews whistleblowing reports on a quarterly basis. The Board places emphasis on fighting bribery and corruption and continuously reviews the Company’s Compliance and Ethics Plan and related initiatives. In January 2019, MISC was awarded with the ISO 37001:2016 Anti-Bribery Management System certification. The Board has also demonstrated its commitment for fighting bribery and corruption by signing the Corruption Free Pledge (CFP). For more information on MISC’s ethics and compliance initiatives in 2019, please refer to the BARC Report on pages 212 to 219 of this Annual Report. For more information on MISC’s CoBE, Anti-Bribery and Corruption Manual, Whistleblowing Policy and No Gift Policy, please visit www.misc.com.my . Directors’ Remuneration The Company aims to set remuneration for Directors at levels which are sufficient to attract and retain persons of calibre to guide the Group, taking into consideration the workload and responsibilities involved. The level of remuneration for Non-Executive Directors reflects the level of responsibilities undertaken and contributions made by them. MISC’s policy for remunerating its Directors is based on the PETRONAS Public Listed Companies Non-Executive Directors’ Guidelines and Remuneration Package. For the financial year ended 31 December 2019, details of the Directors’ remuneration (excluding the President/Group CEO) are as follows: Directors Directors’ Fees (Inclusive of Annual Fees and Meeting Allowance) Benefits-in-kind (RM) Total (RM) By MISC (RM) By Subsidiaries (RM) Dato’ Ab. Halim Mohyiddin 278,500.00 - - 278,500.00 Dato’ Sekhar Krishnan 176,000.00 - 4,408.11 180,408.11 Datuk Nasarudin Md Idris 204,000.00 256,710.00 4,509.32 465,219.32 Lim Beng Choon 200,500.00 - 3,316.34 203,816.34 Dato’ Rozalila Abdul Rahman 162,000.00 - 5,352.62 167,352.62 *Tengku Muhammad Taufik 162,000.00 - - 162,000.00 *Liza Mustapha 179,500.00 - - 179,500.00 *Mohd Yusri Mohamed Yusof 186,500.00 - - 186,500.00 Total 1,549,000.00 256,710.00 17,586.39 1,823,296.39 * Fees paid to PETRONAS During the year under review, the President/Group CEO of MISC received a total remuneration of RM3,049,743.00 in salary, other emoluments and benefits-in-kind. As an Executive Director, the President/Group CEO is not entitled to Directors’ fees or any meeting attendance allowance. For more information on the remuneration structure for MISC’s Directors, please refer to the NRC Report on pages 204 to 210 of this Annual Report. Corporate Governance Overview Statement 201 200 OUR GOVERNANCE MISC BERHAD PEOPLE. PASSION. POSSIBILITIES ANNUAL REPORT 2019