INTEGRATED ANNUAL REPORT 2024 160 161 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Corporate Governance Overview Statement In the discharge of their duties and responsibilities, the Directors have direct access to Management and unrestricted access to any information relating to the Company and the Group. Where necessary, Management presentations and briefings are held before or during Board meetings to provide clarity to the Board members before they deliberate on matters tabled for approval. Distribution of Board papers and other relevant information is done electronically as it enhances efficiency and enables the Directors to access the information at their convenience. This also reaffirms the Board’s and Company’s commitment to sustainable practices. The Board is also supported by qualified and competent Company Secretaries who provide sound advice on governance, ensure adherence to rules and procedures, and advocate the adoption of CG best practices. Noridah Khamis, General Counsel, is the Company Secretary of MISC Berhad. Ausmal Kardin retired as the Company Secretary on 31 August 2024. Lee Ming Leong, Head of Group Secretarial Services, was appointed as the Joint Company Secretary of MISC Berhad on 1 September 2024. The deliberations at all meetings of the Board and Board Committees are properly recorded and communicated to Management for necessary action. Minutes of Board and Board Committee meetings, which include records of decisions made thereat, are properly maintained by the Company Secretaries. DIRECTORS’ TRAINING AND DEVELOPMENT All Board members of the Company are encouraged to attend continuous education programmes to ensure they keep abreast with new developments in the business and economic environment, to enhance their skills, as well as ensuring that they possess the necessary knowledge to enable them to discharge their duties and responsibilities more effectively. MISC has been organising annual MISC Group Directors’ Training Programme since 2010 on various topics customised to suit the training requirements of the Board, based on feedback and latest industry trends and developments. During the financial year, the areas which were covered in the MISC Group Directors’ Training Sessions 1 and 2 were as follows: MISC Group Directors’ Training FY2024 (Session 1) • Tackling Emerging Risks • Clean Energy Outlook and Trends • Navigating Maritime Cybersecurity in the Digital Era • Overview of the Shipping Industry MISC Group Directors’ Training FY2024 (Session 2) • Understanding the Duties and Liabilities of Directors and Officers and How to Risk Manage Liability Exposures • Pathways Towards Decarbonisation: Strategies and Sustainable Practices for the Energy Industries • Overview of the International Sustainability Standards Board (ISSB) IFRS S1 & S2 (International Sustainability Disclosure Standards) • Navigating Ammonia as the Low Carbon Solution The Board also conducts site visits to MISC’s operating locations as part of their experiential learning and development initiatives. These visits provide valuable opportunities for the Board to engage with management across the Group’s diverse operational footprint and gain deeper insights into the Group’s operations. In 2024, the Board’s site visits were as follows: Offshore business site visit at Yantai CIMC Raffles Shipyard, China on 22 January 2024 AET business site visit at Houston and Galveston, United States of America on 17-19 September 2024 Corporate Governance Overview Statement Forming part of the directors’ development, customised onboarding is provided to new Non-Executive Directors (NED) to help them familiarise themselves with the Group’s businesses, strategy and challenges, as well as performance. In 2024, Management conducted an onboarding session for the newly appointed director, Datuk Adif Zulkifli on 29 November 2024. All Board members of the Company, save for the two (2) Directors who were appointed in the second half of 2024, have attended the Mandatory Accreditation Programme (MAP) as required by the MMLR. These Directors will complete the MAP II within the prescribed timeframe. In compliance with the MMLR, the training programmes attended by the Board members in 2024 are as follows: No. Training Attended by Director Presenter/Organiser Date Datuk Abu Huraira Abu Yazid 1 DNV’s Maritime Energy Transition Summit 2024 DNV Malaysia 8 February 2024 2 CGM-COP28 Debrief Climate Governance Malaysia (CGM) 1 March 2024 3 Marine Environment Protection Committee 81 Summary – Greenhouse Gas (GHG) Emissions Regulations and More DNV Malaysia 3 April 2024 4 ILO Global Skills Forum International Labour Organization (ILO Geneva) 23-24 April 2024 5 MAP Part II: Leading for Impact (LIP) Bursa Malaysia/Institute of Corporate Directors Malaysia (ICDM) 13-14 May 2024 6 Education World Forum (EWF) EWF 19-22 May 2024 7 International Labour Conference ILO Geneva 11-14 June 2024 8 Sustainability Strategy Refresher Session MISC Berhad 27 June 2024 9 The Commercial Implications of the European Union (EU) Monitoring, Reporting, and Verification (MRV), EU Emissions Trading System (ETS), FuelEU Maritime Regulations DNV Malaysia 9 July 2024 10 How Organizations Do Great Things – Aligning Strategy and Implementation Talk Asia School of Business (ASB) 30 July 2024 11 Maritime Forecast 2050 DNV Malaysia 3 September 2024 12 Navigating Cyber Security Challenges and International Association of Classification Societies (IACS) Unified Requirements (URs) Implementation DNV Malaysia 3 September 2024 13 ETS Requirements and Implementation Experiences AET Tankers 19 September 2024 14 MISC Group Directors’ Training FY2024 (Session 2) MISC Berhad 4 October 2024 15 Strategic Governance Mastery: Elevating Boardroom Integrity and Performance ICDM 11 November 2024 16 AET Board Training • Global Minimum Tax • Internal Carbon Pricing AET Tankers 11 December 2024
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