INTEGRATED ANNUAL REPORT 2024 154 155 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Corporate Governance Overview Statement The Board composition is as follows: Name of Director Age Gender Nationality/ Ethnicity Date of Appointment Tenure* (Years, “Y”) (Months, “M”) Independent Non-Executive Directors (INED) (representing minority shareholders) Datuk Abu Huraira Abu Yazid (Chairman) 71 Male Malaysian/Malay 9 October 2020 4Y 4M Chew Liong Kim 69 Male Malaysian/Chinese 1 September 2021 3Y 6M Datin Norazah Mohamed Razali 54 Female Malaysian/Malay 9 October 2020 4Y 4M Dato’ Tengku Marina Tunku Annuar 62 Female Malaysian/Malay 1 January 2022 3Y 2M Mohammad Suhaimi Mohd Yasin 64 Male Malaysian/Malay 9 October 2020 4Y 4M Non-Independent Non-Executive Directors (representing the major shareholder) Liza Mustapha 54 Female Malaysian/Malay 1 July 2017 7Y 8M Wan Shamilah Wan Muhammad Saidi 54 Female Malaysian/Malay 1 June 2022 2Y 9M Datuk Adif Zulkifli 54 Male Malaysian/Malay 1 September 2024 6M Executive Director (representing Management) Zahid Osman (President & Group CEO) 52 Male Malaysian/Malay 16 August 2024 6M * Updated to 5 March 2025, being the latest practicable date of this IAR Key Facts: • Majority of the Board members are INEDs (55.56%). • Gender diversity ratio of 44.44% women on the Board. • Separate positions of Chairman and President & Group CEO. • INEDs do not exceed the cumulative tenure of nine (9) years. • The re-election of Board members is done annually on a rotation basis in accordance with the Companies Act 2016, MMLR and the Company’s Constitution. In carrying out their duties and responsibilities, each Director is expected to devote sufficient time and attention to the Company. The Chairman will be notified before the Directors accept any new directorship outside the Group. The notification would include an indication of the time commitment required for the new appointment. In accordance with the MMLR, none of the Board members hold more than five (5) directorships in public listed companies. In addition to the above, an independence assessment has been conducted during the year under review to ensure all INEDs have fulfilled the criteria of an independent director set out in Paragraph 1.01 of the MMLR. Corporate Governance Overview Statement Board Skills Matrix Datuk Abu Huraira Abu Yazid Chew Liong Kim Datin Norazah Mohamed Razali Dato’ Tengku Marina Tunku Annuar Mohammad Suhaimi Mohd Yasin Liza Mustapha Wan Shamilah Wan Muhammad Saidi Datuk Adif Zulkifli Zahid Osman SM1 Finance & Audit SM2 Economics SM3 Risk Management SM4 Corporate Planning SM5 Marketing SM6 Operations SM7 Corporate Governance SM8 Human Resource SM9 Information Technology SM10 Legal & Regulatory SM11 ESG SM12 Strategic Communication Industry Experience Matrix Datuk Abu Huraira Abu Yazid Chew Liong Kim Datin Norazah Mohamed Razali Dato’ Tengku Marina Tunku Annuar Mohammad Suhaimi Mohd Yasin Liza Mustapha Wan Shamilah Wan Muhammad Saidi Datuk Adif Zulkifli Zahid Osman EM1 Oil & Gas EM2 Finance & Audit EM3 Banking/ Investment Banking EM4 Shipping EM5 Consulting/ Strategy Consulting EM6 Telecommunication EM7 Postal EM8 FMCG EM9 Social Security EM10 IT Services For more information on the Board members, please refer to their respective profiles on pages 134 to 139 of this Integrated Annual Report.
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