INTEGRATED ANNUAL REPORT 2024 156 157 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Corporate Governance Overview Statement DEMARCATION OF RESPONSIBILITIES AT THE BOARD LEVEL CHAIRMAN • Leads the Board and ensures the Board fulfils its obligations to the Company effectively. • Sets the agenda, style and tone of Board discussions to promote constructive debate and effective decision-making. • Instils and monitors good CG practices and chairs all Board and shareholders’ meetings. • Has the discretion to determine whether additional Board Committees are required to support the Board’s roles and responsibilities. • The MISC Board Charter provides that the Chairman of the Board shall not be a member of any MISC Board Committees. PRESIDENT & GROUP CEO • Leads the overall operations of the business and organisational effectiveness, with the support of the Executive Leadership Team. • Coordinates the development and implementation of policies and business strategies, as guided and approved by the Board. • Develops and translates policies and business strategies into a set of manageable goals and priorities based on effective risk management controls for business operations, investments and other activities. • Ensures that financial management practices are performed with the highest level of integrity and transparency in the interest of the Company’s stakeholders. • Ensures that the business and affairs of the Company are carried out in an ethical manner and in compliance with the relevant laws and regulations. SENIOR INDEPENDENT DIRECTOR • Sounding board for the Chairman of the Board. • Intermediary for other Directors and/or Chairman when necessary. • Point of contact for shareholders and other stakeholders on areas that cannot be resolved through normal channels of contact with the Chairman or President & Group CEO. • Executes such other roles as designated by the Board from time to time. Any issues relating to the Group that requires the attention of the Senior Independent Director can be directed to his email address at chew.liongkim@miscbhd.com or the following address: Mr. Chew Liong Kim Senior Independent Director MISC Berhad Level 25, Menara Dayabumi Jalan Sultan Hishamuddin 50050 Kuala Lumpur Malaysia Corporate Governance Overview Statement INDEPENDENT NON-EXECUTIVE DIRECTORS • Provides independent views and advice so that the strategies and initiatives proposed by Management are open to constructive challenges to uphold the long-term interest of the Group, taking into consideration the interest of stakeholders, including the minority shareholders. • Based on the criteria on INEDs pursuant to the MMLR, all INEDs, including the Chairman, are independent of Management and free from any business or other relationships that could materially interfere with the exercise of their independent judgement. • Pursuant to the MISC Board Charter, the INEDs are subject to a 9-year cumulative limit on their tenure in MISC without further extension. To-date, none of MISC’s INEDs have exceeded the 9-year limit on their tenure. NON-INDEPENDENT NON-EXECUTIVE DIRECTORS • Provides input from the major shareholder’s perspective so that the strategies and initiatives proposed by Management are aligned with the major shareholder’s positioning for the Group whilst balancing the interests of other stakeholders. BOARD MEETINGS AND ACCESS TO MANAGEMENT, COMPANY SECRETARIES, INFORMATION AND EXTERNAL EXPERTS The Board of Directors’ meetings together with tentative agendas are scheduled in advance of any new financial year to enable Directors to plan and fit the year’s meetings into their schedules. The Board meets on a quarterly basis and additional meetings are held as and when required. The tentative agendas include matters reserved for the Board such as the annual budget and business plan, financial performance review, major investments and financial decisions and other strategic matters including changes or implementation of key policies and procedures and delegation of authority limits. MISC Board’s Focus Areas in 2024 Project Execution and Delivery • Extensively deliberated and approved several projects during the year under review. • Monitored the progress of projects currently under construction and focused on delivering them into operations and converting them into cash-generating assets. This involves ensuring that all projects adhere to the established timelines, budgets, and quality standards. The Board emphasised the importance of risk management and mitigation strategies to address potential challenges during the execution phase. • Oversaw the integration of sustainability practices into project execution, aligning with MISC’s commitment to environmental stewardship and corporate responsibility. By maintaining a strong focus on project execution and delivery, the Board aims to enhance operational efficiency, drive value creation, and support the long-term growth objectives of MISC. Strategic Direction • Reviewed the medium to long-term business strategies, identify opportunities arising from the energy transition, and adopt a business plan and budget which facilitates Management’s pursuit of MISC’s targets. • Discussed the MISC 2030 Ambition, which aims to unlock value through strategic monetisation of assets and explore growth opportunities in the new energy sector. An initiative supporting this goal is the integration of the PETRONAS Gas & Maritime businesses to create synergy, enhance operational efficiency, and unlock greater value across the entire energy and maritime sector. By fostering strategic partnerships and client positioning, MISC seeks to secure long-term recurring revenue and mitigate investment risks.
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