INTEGRATED ANNUAL REPORT 2024 152 153 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Corporate Governance Overview Statement BOARD LEADERSHIP AND EFFECTIVENESS PRINCIPLE A BOARD PURPOSE The Board has the overall responsibility for providing oversight and stewardship to MISC in executing the Company’s objectives. The Board is guided by the principles and best practices as stated in the MCCG and understands its responsibility to exercise good CG. BOARD CHARTER In discharging the Board’s duties and responsibilities effectively, the Board is guided by the MISC Board Charter which provides the framework for the performance of the Board’s function and duties vis-à-vis Management and the Company, consistent with the practices set out in the MCCG. The MISC Board Charter outlines amongst others, the Board’s as well as the individual Directors’ roles and responsibilities, processes, functions and professional development, with an aim to attain efficiency in Board performance. For more information on the MISC’s Board Charter, please refer to the MISC corporate website at www.miscgroup.com. BOARD ROLES AND RESPONSIBILITIES In discharging its fiduciary duties and leadership functions, the main roles and responsibilities of the Board are as follows: • Establishing a strategic plan and setting of targets for the Company in line with the Company’s vision, mission and business objectives which supports long-term value creation and includes a sustainability agenda; • Overseeing the conduct and performance of the Company and of the President & Group CEO against set goals and objectives; • Upholding, together with Senior Management, good CG culture and business conduct within the Company and its employees, which reinforces ethical, prudent and professional behaviour; • Identifying and understanding the principal risks of the Company and setting the Company’s risk appetite and ensuring the implementation of appropriate systems to evaluate, monitor and manage these risks; • Establishing an effective risk management and internal control framework, including regular review of the adequacy and the effectiveness of the framework; • Reviewing the Company’s strategic, capital or funding transactions and monitoring execution of these transactions; • Ensuring the integrity and adequacy of the Company’s financial and non-financial reporting and disclosure; • Ensuring sound succession planning and continuous development of human capital, in particular of the Senior Management, and there are measures in place for the orderly succession of the Board and Senior Management; and • Developing and implementing an investor relations programme and putting in place procedures to enable effective communications with the stakeholders of the Company. Matters reserved for the Board are clearly defined in the MISC LOA, which provides a clear demarcation between the responsibilities of the Board and Management. Board-reserved matters are generally divided into three (3) categories: Statutory decisions for MISC based on regulatory and statutory requirements Strategic decisions for MISC Group Operational decisions for MISC Group that are of high importance and value Corporate Governance Overview Statement BOARD COMMITTEES To facilitate the effective and efficient discharge of the Board’s duties and responsibilities, the Board is complemented by three (3) Board Committees: Board Audit Committee (BAC) The BAC provides oversight on the financial reporting process and internal control framework and policies as well as MISC’s Whistleblowing Policy, whistleblowing management process and actions thereon. Board Nomination & Remuneration Committee (BNRC) The BNRC provides oversight on Board performance and effectiveness, Board composition and diversity, Directors’ skills and experience, Directors’ induction and continuous professional development, remuneration of Directors, Senior Management and employees, and succession planning for the Board and Senior Management. Board Sustainability & Risk Committee (BSRC) The BSRC provides oversight on the risk management framework, policies and processes as well as the sustainability strategy, whilst also monitoring governance practices and ensuring effectiveness of the compliance and ethics strategy. All Board Committees operate under their respective Terms of Reference. Nevertheless, the Board is ultimately accountable and collectively responsible for the affairs and business of MISC. For more information on the Board Committees, please refer to their respective reports on pages 173 to 179 (for the BNRC), pages 180 to 186 (for the BAC) and pages 187 to 191 (for the BSRC) of this Integrated Annual Report. BOARD COMPOSITION AND DIVERSITY In line with the MMLR and the MCCG, the MISC Board comprises a majority of Independent Directors. The composition of the Board promotes diversity and enables various perspectives to be considered, which facilitates the making of informed decisions and the stewardship of MISC. The Board recognises the need to strategically evolve as a dynamic Board in accordance with the strategic direction of the Company. Hence, the Board actively reviews its composition to ensure it has the right balance of independence and diversity to effectively discharge its collective responsibilities and to implement the necessary succession plans. The Board strongly believes that diversity in the Board composition is essential for good governance and productive functioning of the Board. The Board is of the view that each Director should be evaluated and/or appointed based on his or her merits with due consideration given to diversity, as stated in the MISC Board Diversity Policy, which forms part of the MISC Board Charter. Pursuant to the MISC Board Diversity Policy, the Board is committed to ensuring the requisite diversity, encompassing a number of different aspects, including age, ethnicity and gender, and leveraging on differences in thought, perspective, knowledge, skill, regional and industry experience and background. Consistent with the aforementioned policy, the Company has fulfilled its commitment to adhere to the MCCG recommendation for the Board to comprise at least 30% women directors and has sustained a representation of at least 30% women directors in its composition since 1 January 2022. As of the latest practicable date of this Integrated Annual Report, the gender diversity ratio of women directors of the Company stood at 44.44%. For more information on MISC’s Board Diversity Policy, please refer to the MISC corporate website at www.miscgroup.com.
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