INTEGRATED ANNUAL REPORT 2024 174 175 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD BNRC meetings, together with the tentative agendas, are scheduled in advance of any new financial year to allow the BNRC members to plan ahead and incorporate the year’s meetings into their respective schedules. The agenda and meeting papers are distributed to the BNRC members via a secured collaborative software, which eases the process of distribution of meeting papers and minimises leakage of sensitive information, as well as enabling the Directors to have full access to the papers electronically at any given time. This practice is also consistent with the Board’s and Company’s commitment to sustainable practices. All proceedings of the BNRC meetings are duly recorded in the minutes and are properly kept by the Company Secretary. TERMS OF REFERENCE The BNRC is governed by its own Terms of Reference (TOR), which is consistent with the requirements of the MMLR and best practices of the MCCG. Board Nomination & Remuneration Committee Report For more information on the BNRC’s TOR, please refer to the MISC corporate website at www.miscgroup.com. Process Flow for Appointment of Directors Mandatory Accreditation Programme (if applicable), Continuous Training & Annual Performance Assessments Circumstances giving rise to a Board vacancy The BNRC interviews shortlisted candidates Deliberation by the BNRC on suitability of the candidate Table proposed appointment of Director to MISC Board for approval On-boarding session for new Director Company Secretary to seek PETRONAS’ nomination of new Board representative BNRC develops the selection criteria, i.e. competencies and attributes required Refer to HRM Succession Plan for Management Committee* Positions Management initiates search for candidates Assess (including conduct of background checks) and shortlist potential candidates in consultation with the BNRC Board Vacancy Non-Independent Non-Executive Director Board Vacancy Independent Director Board Vacancy Executive Director FUNCTIONS OF THE BNRC AND RELATED ACTIVITIES IN 2024 i. Board Membership - Appointment/Re-election of Directors and Succession Planning The BNRC has the responsibility of ensuring appropriate succession planning of Directors and reviewing the Board’s required mix of skills and experience, which includes reviewing the tenure of Independent Directors on the Board and proposals for re-appointment or re-election. The nomination of new Directors adheres to the following appointment process: * Effective 1 January 2025, the Executive Leadership Team (ELT) has been established to replace the Management Committee (MC). Consequently, where applicable, any references to the MC in this report will refer to the ELT. In sourcing for suitable candidates, the Company utilises a variety of approaches and sources, including referrals from existing Directors, independent search firms and/or other sources. The nomination of Non-Independent Non-Executive Directors (NINEDs) to the Board is made by PETRONAS, being the major shareholder of the Company. The potential candidates to assume the role of Independent Non-Executive Directors (INEDs) are first tabled to the BNRC for consideration and evaluated based on merit as well as suitability with the Company’s objectives and required attributes. Pursuant to the MISC Directors’ Fit and Proper Policy, all Directors are required to have the necessary qualities, competencies and experience that allows them to perform their duties and carry out the responsibilities required of the position in the most effective manner. Prior to the initial appointment or proposed re-election/re-appointment of a Director, the individual concerned is required to complete a Directors’ Fit and Proper Declaration Form, which sets out the following overarching criteria: (a) Character and Integrity; (b) Experience and Competence; and (c) Time and Commitment. Diversity in terms of age, gender and ethnicity is also considered during the selection process. Board Nomination & Remuneration Committee Report For more information on the MISC Directors’ Fit and Proper Policy, please refer to the MISC corporate website at www.miscgroup.com. Directors retiring pursuant to Rule 21.7 • Datuk Adif Zulkifli • Encik Zahid Osman Directors retiring pursuant to Rule 21.8 • Datin Norazah Mohamed Razali • Encik Mohammad Suhaimi Mohd Yasin Based on the latest BPE as well as the BNRC’s review and assessment of the respective Directors’ Fit and Proper Declaration Forms, the BNRC is satisfied with the performance of the abovementioned Directors and, consequently, endorsed their proposed re-elections and recommended the same to the Board for further endorsement and subsequent recommendation to the shareholders for approval at the forthcoming AGM. At their respective meetings held on 6 February 2025 and 20 February 2025, the BNRC and the Board endorsed and approved the re-election of the aforesaid Directors. The retiring Directors abstained from deliberation and voting in respect of their re-election. In 2024, the composition of the Board underwent notable changes. Dato’ Ab. Halim Mohyiddin and Dato’ K Sekhar S Krishnan [also a Senior Independent Non-Executive Director (SINED)], retired in January 2024 on completion of their 9-year tenure with the Company. With a sound succession plan in place, the BNRC was able to make positive progress in ensuring seamless reorganisation of the Board Committees’ composition and appointment of Mr. Chew Liong Kim as the new SINED following the retirement of the two (2) INEDs. During the year, Captain Rajalingam Subramaniam resigned as Executive Director and President & Group CEO and Encik Zahid Osman was appointed to the position. The BNRC was proactively involved in the transition in leadership at both the Board and Management level. In the second half of 2024, the major shareholder of the Company, namely PETRONAS, nominated Datuk Adif Zulkfili as an additional NINED. In adherence to the Board appointment process, the BNRC had an engagement session with Datuk Adif Zulkifli to communicate the expectations of the Board in terms of contribution and commitment, including time availability. The BNRC is also responsible for recommending to the Board, Directors who are standing for re-election at the Annual General Meeting (AGM) pursuant to Rules 21.7 and 21.8 of MISC’s Constitution. In assessing the Director’s eligibility for re-election and/or re-appointment, the BNRC assessed the retiring Directors from the aspects of competencies, commitments, contributions and performance based on the Board Performance Evaluation (BPE) as well as their fitness and propriety in accordance with the Company’s Fit and Proper Policy. In 2024, the BNRC with approval from the Board introduced the annual declaration of independence by the INEDs. At the forthcoming 56th AGM of the Company, the following Directors will be retiring from the Board, and being eligible, have offered themselves for re-election:
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