INTEGRATED ANNUAL REPORT 2024 172 173 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Corporate Governance Overview Statement The AGM is scheduled in advance of any new financial year to facilitate Board members to plan and fit the year’s AGM into their schedules. In 2024, all eight (8) Board members attended the AGM and members of the then Management Committee and the Group’s External Auditors were in attendance to respond to any questions from the shareholders. The Notice of AGM is issued at least 28 days prior to the AGM, as recommended by the MCCG. Voting at the AGM is conducted via electronic polling, in compliance with the MMLR. The polling process is explained clearly during the AGM to ensure a smooth and pleasant voting experience by the shareholders. Poll results are verified by appointed independent scrutineers prior to the Chairman’s announcement of the outcome. The AGM minutes is made available within 30 days after the AGM on the MISC corporate website at www.miscgroup.com. AWARDS AND ACCOLADES In 2024, MISC was honoured with the Industry Excellence Award (Transportation & Logistics) at the MSWG’s National CG & Sustainability Awards (NACGSA) 2024. At The Edge ESG Awards 2024, MISC also received the Silver Award under the Transportation & Logistics Sector. These accolades are a testament of MISC’s continuous commitment to enhancing sustainable shareholder value and protecting stakeholders’ interests through sound CG and sustainable practices. This CG Overview Statement is made in accordance with the resolution of the Board of Directors passed on 20 February 2025. Board Nomination & Remuneration Committee Report On 1 January 2013, the Nomination Committee and Remuneration Committee were combined to form the Nomination and Remuneration Committee. Subsequently, the Committee was renamed as Board Nomination & Remuneration Committee (BNRC) effective 1 May 2023. This report provides Shareholders with insights into the BNRC’s activities throughout the year under review. It further explains the manner in which the BNRC discharged its functions for the Group. COMPOSITION AND MEETING ATTENDANCE The BNRC comprises three (3) members, all of whom are non-executive with the majority being Independent Directors, which complies with the requirements of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities). The BNRC is chaired by an Independent Director. As of the date of this report, the composition of the BNRC is as follows: Members Date of Appointment as BNRC Member DATO’ TENGKU MARINA TUNKU ANNUAR Chairperson Independent Non-Executive Director 1 September 2023 DATIN NORAZAH MOHAMED RAZALI Member Independent Non-Executive Director 1 January 2022 WAN SHAMILAH WAN MUHAMMAD SAIDI Member Non-Independent Non-Executive Director 1 May 2023 The BNRC met ten (10) times in 2024. Details of each BNRC member’s attendance are set out in the Corporate Governance Overview Statement. The President & Group CEO attends the BNRC meetings to facilitate discussions, as well as to provide the appropriate information and advice on relevant matters for the BNRC. The Committee places strong emphasis on leadership continuity by diligently reviewing succession planning for Directors and Senior Management, ensuring that leadership transitions are not only strategic but align seamlessly with the Group’s vision and long-term goals. In addition, we facilitate Board induction and oversee training programmes, thereby, strengthening Board capabilities while reinforcing our commitment to good governance. We also ensure effective remuneration policies to align with key strategic priorities and remain competitive. DATO’ TENGKU MARINA TUNKU ANNUAR Chairperson Board Nomination & Remuneration Committee Dear Valued Shareholders,
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