INTEGRATED ANNUAL REPORT 2024 150 151 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Corporate Governance Overview Statement As governance forms one of the pillars that uphold MISC’s Sustainability Strategy, the Board advocates the alignment of MISC’s Corporate Governance (CG) practices with the Companies Act 2016, the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities) and the best practice recommendations of the Malaysian Code on Corporate Governance (MCCG). This CG Overview Statement should be read together with the Company’s CG Report 2024, please refer to the MISC corporate website at www.miscgroup.com. This CG Overview Statement seeks to provide investors and stakeholders with insights on the CG practices of MISC for the financial year 2024, specifically on the following three (3) key CG Principles as prescribed in the MCCG: MISC has subscribed to all Intended Outcomes with three (3) deviations from the MCCG Practices, namely Practice 8.2 and Step-Up Practices 8.3 and 9.4. PRINCIPLE A PRINCIPLE B PRINCIPLE C Board Leadership and Effectiveness Effective Audit and Risk Management Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders 1 2 3 Corporate Governance Overview Statement OUR CORPORATE GOVERNANCE FRAMEWORK The CG framework of MISC, as depicted below, is reflective of the way strategic and operational activities are managed. The compositions of the Board Committees and Management are designed based on the respective areas of knowledge and expertise. Designed with the objective of emphasising an enterprise mindset, the Board resolved to establish the ‘Executive Leadership Team’ (ELT) to replace the ‘Management Committee’ effective 1 January 2025, which is strategically aligned to help MISC execute our goals with greater focus and precision towards the MISC 2030 Ambition. By aligning our management structure with the Group’s strategic vision, MISC can better navigate complexities, sharpen its competitive edge, and strengthen its delivery capacity as a Group. The CG framework is supplemented by the Board Charter, Terms of Reference of the respective Board Committees and the MISC Limits of Authority (LOA). MISC’s Marine & Heavy Engineering business resides in a separate listed entity within the Group with its own CG framework which is modelled based on MISC’s CG framework. Stakeholders Customer Employees Community Shareholders Environment Regulators Board of Directors Board Sustainability & Risk Committee Board Audit Committee Board Nomination & Remuneration Committee President & Group CEO Executive Leadership Team (ELT) BUSINESS SEGMENTS • Gas Assets & Solutions • Petroleum & Products • Offshore • Marine Services • Maritime Education & Training • New Energy & Decarbonisation DIVISIONS • Group Finance • Group Strategy & Sustainability • Human Resource • Legal • Group Health, Safety, Security & Environment • Group Strategic Relations & Communications Group Internal Audit External Audit Management Risk Committee^ Management Audit Committee^ People Development Committee^ HSSE & Sustainability Council* ^ comprises ELT Members only * comprises ELT Members & Senior Management ASSURANCE PROVIDERS
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