INTEGRATED ANNUAL REPORT 2024 176 177 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Board Nomination & Remuneration Committee Report In line with the MCCG, the Board Charter includes a policy which limits the tenure of INEDs to nine (9) years (without further extension) as well as the Board Diversity Policy. There are currently four (4) female directors in the Company which equates to 44.44% of the overall Board composition. In cognisance that a majority of the Directors would be approaching mid-term of their 9-year tenure with the Company, the BNRC had recommended the sourcing of an additional INED together with the critical requirements of the candidate, which was approved by the Board in December 2024. Board Performance Evaluation Board and Board Committees Structure • Composition • Orientation, training and development • Evaluation of the Board Audit Committee, BNRC and Board Sustainability & Risk Committee • Independence Board Operations • Timeliness • Adequacy of information • Access to Management • Conflict of Interest Board Roles and Responsibilities • Strategic vision • Succession planning • Risk management and internal controls • Investor relations Board Committees Performance Evaluation • Effectiveness • Discharge of functions, duties and responsibilities in accordance with the TORs. The BNRC also reviewed and assessed the Individual Directors Performance Assessment (IDPA) Questionnaire for self and peer assessment, which focused on the following areas: (i) Fit and proper; (ii) Contribution and performance; and (iii) Calibre and personality. There were no adverse findings arising from the BPE and IDPA for FY2024. Additionally, all INEDs have confirmed and declared that they have fulfilled the criteria of an independent director. Based on the outcome of the BPE, the BNRC was satisfied that all INEDs have fulfilled all independence criteria as set out in Paragraph 1.01 of the MMLR. ii. BPE – Board, Board Committees and Individual Directors’ Assessment The BPE is carried out on an annual basis, and as recommended by MCCG, an external independent consultant is appointed once in every three (3) years to conduct the BPE. During the year under review, the performance of the Board and the Board Committees was tracked against the Board KPIs, using a Performance Evaluation Sheet as a tool. The Board KPIs focus on achievements based on three (3) criteria, i.e. Board Structure, Board Operations and Board Roles & Responsibilities. Each Director is required to give Rating ‘1’ for Best Practice, Rating ‘2’ for Meets Requirement or Rating ‘3’ for Areas for Improvement. The final ratings are then reviewed by the BNRC and the Board. The Board evaluation process and the Board Committees’ assessment for FY2024 was performed through self-assessment and peer review based on the following areas: For more information on the MISC Board Charter and Board Diversity Policy, please refer to the MISC corporate website at www.miscgroup.com. Board Nomination & Remuneration Committee Report iii. Senior Management - Appointment and Succession Planning The BNRC is responsible for making appropriate recommendations to the Board regarding the appointment or renewal of contracts of employment of the President & Group CEO and Management Committee (MC)* members of the Company, taking into account the strategy and long-term succession planning of the Senior Management composition. Additionally, the BNRC reviewed and provided recommendations on the realignment of the MISC High-Level Organisation Structure to further strengthen focus and accountability at the Group leadership level. During the year under review, having conducted all relevant reviews and assessments, the BNRC deliberated and recommended the following changes to the MC* composition: Zahid Osman Mohd Denny Mohd Isa Appointed as President & Group CEO Appointed as Vice President, MISC Marine Noridah Khamis Ruzila Idin Appointed as General Counsel Appointed as Chief Human Resource Officer The BNRC also has the responsibility for ensuring appropriate succession planning for MC* members. Below is a brief illustration of the succession planning approach and process adopted by MISC Group: Identification of critical positions within the Group based on three criteria • Impact on business results • Sustaining the business • Uniqueness of the role Identification of potential successors from pool of staff at General Manager and Senior Manager levels, nominated and assessed by the Leadership Team based on four criteria • Achievement: Sustainability of performance • Ability: Competence to deliver successfully • Agility: Traits and values which help adaptability • Aspiration: Passion, tenacity and commitment for self and the organisation • Capabilities: Leadership and functional competencies • Contribution: Results orientation based on performance ratings and key highlights during the year • Cultural Fit: Demonstration of cultural beliefs and own career and personal aspirations Deliberation and identification of successors by the MC* based on three criteria, followed by mapping of shortlisted individuals to a maximum of three critical positions and rating of readiness levels: R1-Ready now R2-Ready within 12 months R3-Ready between 12 and 24 months R4-Ready within 36 months Formulation of an Individual Development Plan for each individual.
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