INTEGRATED ANNUAL REPORT 2024 158 159 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Corporate Governance Overview Statement MISC Board’s Focus Areas in 2024 Sustainability • Monitored the progress of initiatives under the MISC Group Sustainability Strategy, including commitment towards decarbonisation, promoting the circular economy, health and safety, diversity and inclusion, and values and business ethics. This involved ensuring that all sustainability initiatives were aligned with relevant local and international sustainability standards and frameworks, such as the IFRS Sustainability Reporting Standards, the Global Reporting Initiative (GRI) Standards, and the United Nations Global Compact Guiding Principles. • Approved the MISC Human Rights Policy which details the Group’s commitment towards upholding international standards of human rights across all its operations. Internal Transformations • Monitored the Group’s various internal transformations to strengthen processes in finance, procurement and document management, which will underpin the digitalisation of processes. By streamlining operations and leveraging digital tools, MISC aims to improve overall productivity, reduce cost, and enhance the quality of services provided to stakeholders. • Endorsed a refreshed management structure for 2025 by introducing the Executive Leadership Team, which was designed with an enterprise mindset to strategically align with the Group’s vision and place greater focus and execution precision towards the MISC 2030 Ambition. Risk Management • Approved and monitored the MISC Group Risk Appetite for FY2024, delineating key boundaries to ensure that risks undertaken in pursuit of business objectives align with the Board’s acceptable level of risk. These boundaries reflect the extent of risk MISC is willing to assume within its risk capacity while pursuing strategic and business objectives including tenders and transactions. • Reviewed and monitored the impact of the geopolitical conflict, energy transition and decarbonisation risk and project delivery risk to the MISC Group along with the relevant mitigation plans. Emphasis was also given to the improvement of the existing vessels’ performance. • Conducted thorough reviews of risk assessment for strategic decision areas and various project opportunities. Succession Planning • Oversaw the changes of INEDs and NINED. • Oversaw the change of the Executive Director and President & Group CEO to ensure smooth and seamless transition. • Oversaw changes to the Management Committee members and the subsequent transition to the Executive Leadership Team to ensure leadership transitions are smooth, strategic and aligned with the Company’s overall vision. • Conducted a focused and thorough review of each Board Committee and the discharge of their functions to ensure the right composition taking into consideration the appropriate knowledge, competence, independence and expertise to complement the existing skills of the respective Board Committees. • Reviewed the Board composition and assessed the need to expand the collective Board skills and experience. • Reviewed the MISC Group’s Annual Succession Planning. Corporate Governance • Ensured the integrity of MISC’s financial and non-financial reporting, internal controls and whistleblowing systems. • Reviewed MISC’s policies and procedures pursuant to changes to applicable laws and regulations. Incorporated the enhanced provisions of the MMLR in relation to Conflict of Interest in the Terms of Reference of the BAC. • Reviewed the Company’s status of adoption of the best practices of the MCCG. Corporate Governance Overview Statement To avoid any conflict of interest, all Board members declare their interests where applicable at all Board and Board Committee meetings. In line with the enhancement to the MMLR, the Board has also adopted a Director’s Conflict of Interest Review Procedures for the MISC Group (COI Procedures) during the year under review. The COI Procedures set out the disclosure obligations of each Director with respect to actual, potential and perceived conflicts of interest, and provide guidance in governing conflict of interest situations as they arise or may potentially arise to ensure timely and systematic identification, disclosure and management of conflicts of interest. All Board Members complied with the minimum attendance requirements of at least 50% of the Board meetings held during the financial year pursuant to Paragraph 15.05(3)(c) of the MMLR. The following is a summary of the AGM, Board and Board Committees’ meeting attendance in 2024: Name of Director Meeting Attendance in 2024 AGM Board BAC BNRC BSRC Datuk Abu Huraira Abu Yazid Chairman 1/1 11/11 - - - Chew Liong Kim (1) BAC Chairman 1/1 11/11 5/5 - 8/8 Datin Norazah Mohamed Razali BSRC Chairperson 1/1 11/11 - 10/10 8/8 Dato’ Tengku Marina Tunku Annuar BNRC Chairperson 1/1 11/11 - 10/10 8/8 Mohammad Suhaimi Mohd Yasin 1/1 11/11 5/5 - 8/8 Liza Mustapha 1/1 9/11 - - - Wan Shamilah Wan Muhammad Saidi (2) 1/1 9/11 4/5 9/10 - Datuk Adif Zulkifli (3) - 4/4 - - - Dato’ Ab. Halim Mohyiddin (4) - - - - - Dato’ K Sekhar S Krishnan (5) - - - - - Captain Rajalingam Subramaniam (6) Former President & Group CEO 1/1 6/6 Permanent Invitee Zahid Osman (7) President & Group CEO - 5/5 Permanent Invitee (1) Chew Liong Kim was re-designated as Senior INED and appointed as Chairman of BAC and member of BSRC on 15 January 2024. (2) Wan Shamilah Wan Muhammad Saidi was appointed as a member of BAC on 15 January 2024. (3) Datuk Adif Zulkifli was appointed as NINED on 1 September 2024. (4) Dato’ Ab. Halim Mohyiddin retired as INED, and member of BAC and BSRC on 15 January 2024. (5) Dato’ K Sekhar S Krishnan retired as Senior INED, Chairman of BAC and member of BSRC on 15 January 2024. (6) Captain Rajalingam Subramaniam resigned as Executive Director and President & Group CEO on 15 August 2024. (7) Zahid Osman was appointed as Executive Director and President & Group CEO on 16 August 2024.
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