INTEGRATED ANNUAL REPORT 2024 170 171 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Corporate Governance Overview Statement BOARD AUDIT COMMITTEE (BAC) The BAC was established with the objective of assisting the Board in fulfilling its responsibilities primarily relating to financial management, financial accounting, and internal control systems of the Group. The BAC also monitors the whistleblowing management process and assesses the suitability, objectivity and independence of both the external and internal audit functions, including the performance evaluation and remuneration of the Head of Group Internal Audit (GIA) in consultation with the President & Group CEO. All members of the BAC are financially literate, competent and are able to scrutinise the Company’s financial reporting process, transactions and financial information. For more information on the BAC and how it has met its responsibilities in 2024, please refer to the BAC Report on pages 180 to 186 of this Integrated Annual Report. BOARD SUSTAINABILITY & RISK COMMITTEE (BSRC) The BSRC was established to serve as a sounding board to Management and to perform deep dives into and challenge on risk matters. In addition to matters pertaining to risk management, the scope of the BSRC also encompasses sustainability, governance, compliance and ethics, and health, safety, security and environment (HSSE). For more information on the BSRC and how it has met its responsibilities in 2024, please refer to the BSRC Report on pages 187 to 191 of this Integrated Annual Report. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK The Board acknowledges its overall responsibility for continuous maintenance of a sound risk management framework and internal controls to safeguard shareholders’ investment and the Group’s assets. Over and above the quarterly review by the BSRC on risk events, relevant risk appetite and mitigation measures at the enterprise level, the Board reviews the status of risk management activities and the updated Risk Register. The Board also ensures that all relevant project and investment risks, including the mitigation measures, are deliberated when making such decisions. Such Project Risk Assessments encompass, amongst others, project execution risks, contract management risks, counter-party risks, operations risks, country risks, and financial risks. When reviewing the adequacy and integrity of the Company’s internal control systems, the Board (via the BAC) reviewed the reports on Related Party Transactions, Conflict of Interest oversight, Whistleblowing cases and the enhanced management processes relating thereto and improvements to internal controls as highlighted by GIA. For more information on MISC’s risk management and internal control frameworks, please refer to the BAC Report, the BSRC Report, and the Statement on Risk Management and Internal Control on pages 180 to 186, 187 to 191, and 192 to 208 respectively of this Integrated Annual Report. EFFECTIVE AUDIT AND RISK MANAGEMENT PRINCIPLE B Corporate Governance Overview Statement INVESTOR RELATIONS AND ENGAGEMENT WITH STAKEHOLDERS The Board values its dialogue with the investing community, including both the institutional shareholders and private investors, to enhance investors’ understanding of the Group. MISC aims to continuously build and maintain transparent communication with its shareholders, potential investors and the investing community. Through the MISC Group Investor Relations programme, MISC is committed to uphold best practices in CG and ensure timely and equal dissemination of material information to its stakeholders. In 2024, MISC used the following channels/forums to communicate and engage with its stakeholders: • MISC Annual General Meeting • Quarterly financial reports • MISC Integrated Annual Report • Announcements on major developments to Bursa Securities • MISC corporate website at www.miscgroup.com • Comprehensive Administrative Notes were circulated to shareholders to facilitate remote participation and e-Voting, including a dedicated contact number and e-mail address for any requests for technical assistance to participate in the AGM; • Electronic lodgement of Proxy Forms was enabled; • The AGM proceedings was broadcasted live via a web portal and mobile application; • The President & Group CEO presented highlights of MISC Group’s performance at the AGM; • Questions raised by the Minority Shareholders Watch Group (MSWG) prior to the AGM were shared with the shareholders during the AGM proceedings together with the Company’s responses thereto; • Electronic submission of questions by shareholders either via e-mail prior to the AGM proceedings, or via the virtual AGM platform during the AGM proceedings was enabled; • During the AGM proceedings, questions from shareholders were displayed via the virtual AGM platform as the Board Chairman and/or President & Group CEO addressed them; and • After the AGM, the list of questions and answers are published on the MISC corporate website at www.miscgroup.com. For more information on MISC’s engagement with stakeholders in 2024, please refer to the MISC Sustainability Report 2024. CONDUCT OF AGM The MISC AGM is the principal forum for dialogue and an avenue for the Chairman and Board members to interact with the shareholders. The Chairman plays a pivotal role in accommodating constructive dialogue between shareholders and the Board. The shareholders are strongly encouraged to attend, participate, speak and vote at the Company’s AGM, and all queries posed to the Board prior to and during the AGM are responded to accordingly. From 2020 until 2024, MISC has hosted its AGMs virtually, leveraging on technology to facilitate voting in absentia and remote shareholders’ participation at the AGM. The following are some of the measures taken by MISC to encourage attendance and participation from the shareholders at the virtual AGM: INTEGRATED REPORTING MISC has adopted integrated reporting based on a globally recognised framework with a view of helping our stakeholders understand how MISC creates value and to promote greater transparency and accountability on the part of the Company, in line with the MCCG. The adoption of integrated reporting has been implemented on staggered basis since 2017 and the MISC Integrated Annual Report 2020 was our first integrated report. The MISC Integrated Annual Report 2024 is based on the International <IR> Framework 2021. INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS PRINCIPLE C • Analyst briefings following the announcement of quarterly financial reports • Site visits • Industry forums/conference • Investing community engagement programs and initiatives
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