INTEGRATED ANNUAL REPORT 2024 178 179 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Board Nomination & Remuneration Committee Report iv. Directors’ and Senior Management Remuneration The Company’s policy for remunerating its Directors is based on the PETRONAS Public Listed Companies Non-Executive Directors’ Guidelines and Remuneration Package. The existing fee structure of Non-Executive Directors (NEDs) of MISC is as follows: Monthly Fees Meeting Allowance per Attendance Board Board Audit Committee Board Nomination & Remuneration Committee Board Sustainability & Risk Committee Chairman RM20,000 RM3,500 RM3,500 RM3,500 RM3,500 Member RM10,000 INEDs are entitled to fuel allowance of RM6,000 per annum and Directors’ and Officers’ Insurance coverage of up to RM1.29 billion per occurrence and in the aggregate. The Chairman is also entitled to a company car and driver allowance of RM31,150 per annum. The fees and allowances for NEDs are determined by the Board and are subject to the approval of the shareholders of MISC. The breakdown of the detailed Directors’ fees paid during the year under review is disclosed in the Corporate Governance Overview Statement on pages 168 to 169 of this Integrated Annual Report. The Directors’ fees and meeting allowances for NINEDs, who are employees of PETRONAS, are paid directly to PETRONAS. The presence and participation of the NINEDs, who are employees of PETRONAS, give the Board a deeper insight into PETRONAS’ operations and direction. The remuneration package for the Executive Director of MISC is balanced between fixed and performance-linked elements. A portion of the Executive Director’s remuneration package is variable in nature and is KPI-based, which includes the Group’s performance. An Executive Director is not entitled to receive Directors’ fees or meeting allowance. The existing fee structure for NEDs has remained unchanged since it was approved at the 49th AGM held on 27 April 2018. Recognising the need to stay competitive and fair, Management initiated a review of the fees to align the Company’s NED fee structure with the current fee structure of PETRONAS Public Listed Companies. This review was essential to ensure that the compensation offered to NEDs reflects current standards and commensurate with the responsibilities the Directors undertake. In December 2024, after thorough consideration, the Board recommended a revision of the monthly fees for NEDs, while maintaining the current meeting allowance. This decision was made to balance the need for competitive compensation with the financial prudence expected by shareholders. The proposed Director fees will be applicable from the 56th to the 57th AGM. These proposed fees will be presented for shareholders’ approval at the forthcoming 56th AGM. v. Company and President & Group CEO Performance Appraisal The Company’s performance against the FY2024 Balanced Scorecard was deliberated by the BNRC. The performance appraisal covered the following scorecard dimensions, whereby specific ratings were given to each dimension based on “Minimum”, “Base” or “Stretch” achievements: Financial Strategic Initiatives Operations Health, Safety, Security and Environment People Development & Ethics Based on the Company’s performance against the FY2024 Balanced Scorecard, the BNRC also deliberated on the individual performance of the President & Group CEO of the Company for FY2024 and made the appropriate recommendations to the Board for approval. Board Nomination & Remuneration Committee Report vi. Directors’ Training The BNRC recognizes the critical importance of continuing training and development of the Directors to ensure that they are well-equipped with the necessary skills and knowledge. Throughout the year under review, the BNRC played a pivotal role in assisting the Board by evaluating and reviewing a range of training topics. These topics were specifically curated to ensure that Directors remain up to date with current issues and are equipped with the relevant knowledge to effectively discharge their roles. This commitment to continuous learning ensures that the Board can navigate the complexities of the business environment and make informed decisions that contribute to the long-term success of the Company. For more information on the training(s) attended by the Directors, please refer to pages 160 to 166 of the Corporate Governance Overview Statement of this Integrated Annual Report. SUMMARY OF THE BNRC’S WORK IN 2024 Board Membership • Reviewed and recommended matters relating to the appointment, re-appointment and/or re-election of Directors, including revisions to the Director’s Service Contract. • Reviewed and endorsed the revised delegation of authority for nomination of Directors in subsidiary and associate companies. Succession Planning • Reviewed and endorsed the composition of MISC Board and Board Committees. • Reviewed and endorsed changes of the CEO, MC* and other critical positions, as well as realignment of MISC High Level Organisation Structure. Performance Management and Remuneration • Reviewed and endorsed the Group’s FY2023 Balanced Scorecard (BSC) results and the FY2025 BSC. • Reviewed and endorsed the Performance Bonus for appraisal year 2023, annual salary increment and adjustment and revisions to bonus framework. • Reviewed the remuneration structure for the Board. • Reviewed and endorsed the results of the Organisational Culture Survey 2023. • Reviewed the transformation plan for Human Resource (HR). Board Performance Evaluation • Reviewed and endorsed the outcome and implementation of comprehensive improvement plans following the Board Effectiveness Evaluation FY2023. • Reviewed and endorsed the Board KPIs for FY2025 and revisions to the performance evaluation questionnaires. Training and Development • Reviewed and endorsed topics for the bi-annual MISC Group Directors’ Training in FY2024. Annual Reporting • Reviewed and endorsed the disclosures in the BNRC Report for the 2023 Integrated Annual Report. DATO’ TENGKU MARINA TUNKU ANNUAR Chairperson Board Nomination & Remuneration Committee The BNRC will continue to provide oversight of the matters under its purview. The key focus areas for 2025 would include, among others, the transformation plan of HR function for better alignment with the Company’s strategic goals and business needs. The plan aims to achieve several desired outcomes, including operational efficiency, an HR operating model that is fit for purpose, an integrated HR system and enhanced HR capabilities. Furthermore, the BNRC is firmly committed to adopting best practices, upholding corporate governance standards and ensuring that leadership transitions are smooth, strategic, and aligned with the Company’s overall vision. The succession planning strategy, together with a comprehensive talent development plan, safeguards leadership continuity and ensures the Company’s leadership remains strong, dynamic, and capable of steering the organisation toward a sustainable future. FOCUS AREAS FOR 2025
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