INTEGRATED ANNUAL REPORT 2024 168 169 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Corporate Governance Overview Statement Monitoring & Assurance • MISC Group (MISC Berhad, MISC Marine, AET, MHB, and ALAM) achieved 100% compliance in the CLA Functional Checklist as part of its first line assurance activities through the PETRONAS’ myAssurance • MISC Group maintained its ISO 37001:2016 Anti-Bribery Management System certification where MISC Berhad completed its second recertification audit in November 2024 • MISC Group has completed its annual review of the Bribery and Corruption Risk Assessment, including a thorough analysis and update of the Bribery and Corruption risk exposures and mitigations • Conflict of Interest (COI) Management where the annual COI declaration for employees was rolled out and any potential COI identified risks properly mitigated • Management of MISC Berhad’s Whistleblowing Channels and cases • Monitoring status of compliance and quarterly reporting of breaches to the relevant laws and regulations embedded into the MISC’s Enterprise Risk Management (ERM) under Legal, Corporate Secretarial and Compliance (LCSC) Risk Register - Risk Event: Compliance to Rules, Regulations, and Governance • Third Party Risk Management (TPRM) - Compliance due diligence on third parties has been implemented • Quarterly reporting to BSRC on the implementation status, and the adequacy and effectiveness of MISC’s compliance and ethics programme, and to BAC on the adequacy and effectiveness of the established whistleblowing management policy and procedure • Automation and digitalisation of the Compliance Monitoring and Assurance Activities and TPRM end-to-end process For more information on MISC’s CoBE and other CLA-related governance documents, please refer to the MISC corporate website at www.miscgroup.com. For more information on MISC’s ethics and compliance initiatives in 2024, please refer to the MISC Sustainability Report 2024, the BAC Report and BSRC Report on pages 180 to 191 of this Integrated Annual Report. For more information on the Remuneration Framework for Non-Executive Directors of MISC Berhad, please refer to the MISC corporate website at www.miscgroup.com. DIRECTORS’ REMUNERATION The Company aims to set remuneration for Directors at levels which are sufficient to attract and retain persons of calibre to guide the Group, taking into consideration the workload and responsibilities involved. The level of remuneration for NEDs reflect the level of responsibilities undertaken and contributions made by them. MISC has adopted a Remuneration Framework for NED, which is based on the PETRONAS Public Listed Companies Non-Executive Directors’ Guidelines and Remuneration Package. The fee framework is illustrated below: Annually Retainer Fees: Board and Board Committees Per Meeting Attendance Allowance Special Fee* MISC Non-Executive Directors Remuneration Framework Benefits * Only for eligible Non-Executive Directors with special experience and skills which are critical to the Company’s business At the end of 2024, a review of the NED fees was undertaken to align the Company’s NED fee structure with the current NED fee structure of PETRONAS Public Listed Companies. The Board had recommended the revision of monthly fees and no change to the meeting allowance rate. The proposed Director fees from the 56th Annual General Meeting (AGM) to the 57th AGM, based on the revised fee structure will be tabled for shareholders’ approval at the 56th AGM. The revised fee structure of NEDs of MISC is set out in the MISC Integrated Annual Report 2024 under the BNRC Report. Fees in respect of the Non-Independent Non-Executive Directors (NINEDs) are paid directly to PETRONAS instead of the individual Directors. Corporate Governance Overview Statement For the financial year ended 31 December 2024, details of the Directors’ remuneration (excluding the President & Group CEO) are as follows: Name of Director Directors’ Fees (Inclusive of Annual Fees and Meeting Allowance) Benefits-in-kind (RM) Total (RM) By MISC (RM) By Subsidiaries (RM) Datuk Abu Huraira Abu Yazid 278,500.00 296,279.00 37,150.00 611,929.00 Chew Liong Kim (1) 204,000.00 - 6,000.00 210,000.00 Datin Norazah Mohamed Razali 221,500.00 - 6,000.00 227,500.00 Dato’ Tengku Marina Tunku Annuar 221,500.00 - 6,000.00 227,500.00 Mohammad Suhaimi Mohd Yasin 204,000.00 289,000.00 6,000.00 499,000.00 Liza Mustapha (2) 151,500.00 - - 151,500.00 Wan Shamilah Wan Muhammad Saidi (2) 197,000.00 - - 197,000.00 Datuk Adif Zulkifli (2)(3) 54,000.00 - - 54,000.00 Dato’ K Sekhar S Krishnan (4) 4,516.00 - 250.00 4,766.00 Dato’ Ab. Halim Mohyiddin (4) 4,516.00 - 250.00 4,766.00 Total 1,541,032.00 585,279.00 61,650.00 2,187,961.00 (1) Re-designated as Senior INED and subsequently appointed as Chairman of BAC and member of BSRC on 15 January 2024 (2) Fees paid to PETRONAS (3) Appointed as NINED on 1 September 2024 (4) Retired as INED on 15 January 2024 During the year under review, the former President & Group CEO of MISC, Captain Rajalingam Subramaniam, and the current President & Group CEO of MISC, Zahid Osman, received a total remuneration of RM10,301,039.00 in salary, other emoluments and benefits-in-kind. As an Executive Director, the President & Group CEO is not entitled to Directors’ fees or any meeting attendance allowance. For more information on the remuneration structure for MISC’s Directors, please refer to the BNRC Report on pages 173 to 179 of this Integrated Annual Report.
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