INTEGRATED ANNUAL REPORT 2024 184 185 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Board Audit Committee Report During the financial year, GIA reported the following engagements as per the approved internal audit plan: • Audit on AET Cybersecurity and Related IT Controls • Audit on Eaglestar Marine (Philippines) Corporation • Audit on MISC Financial Reporting Control • Audit on Malaysia Deepwater Production Contractors Sdn. Bhd. • Audit on Group Corporate Secretarial Activities • Audit on AET Offshore Services Inc. and AET Lightering Services LLC • Audit on Treasury Activities • Audit on Readiness of Akademi Laut Malaysia’s University College Status • Audit on AET Chartering, Commercial Operations and Post Fixtures Activities • Audit on Eaglestar Marine B.V. • Review on MERO 3 Project Cost • Review on FY2023 Anti-Bribery Management System for MISC Berhad • Review on FY2024 Anti-Bribery Management System for MISC Berhad MISC as a Group has been able to consistently achieve high percentage of closure for the audit findings through close monitoring thereof. The status of the audit corrective actions are reported to the BAC on a quarterly basis. In FY2024, a 98% closure rate was recorded, with the balance 2% being granted extension to the second quarter of FY2025. GIA conducted quarterly reviews on the internal control process and reporting of RPTs and RRPTs to provide assurance to the BAC that its implementation conforms to the requirements of Bursa Securities. All internal audit activities for the financial year under review were performed by 23 internal auditors as of 31 December 2024 from diverse backgrounds, disciplines and operational experiences such as accounting and finance, business administration, human resource, engineering, information technology, shipping and logistics. In maintaining independence and objectivity, GIA ensures that the internal auditors are free from any relationship or COI when performing their duties. All auditors have declared their independence through the annual COI declaration. GIA continues its commitment to equip the internal auditors with adequate knowledge and proficiencies to discharge their duties and responsibilities by providing sufficient and relevant functional trainings. The total cost incurred in discharging the internal audit function during FY2024 was RM9.7 million. RPT AND RRPT MISC has put in place internal controls, guidelines and procedures to ensure that RPTs and RRPTs are entered into on normal commercial terms which are not more favourable than those generally available to third parties dealing on arm’s length basis and are not detrimental to the minority shareholders of the Company. During the year under review, the BAC has reviewed the internal guidelines pertaining to the governance of RPTs and RRPTs as outlined above and is of the view that the said guidelines are sufficient to ensure that the RPTs and RRPTs are fair, reasonable and in the best interest of the Group. The BAC was satisfied that the Group has put in place adequate procedures and processes to monitor, track and identify RPTs and RRPTs in a timely and orderly manner to ensure that the RPTs and RRPTs were always carried out on normal commercial terms and consistent with the Group’s practices and were not to the detriment of the minority shareholders. The procedures and processes will be reviewed from time to time based on recommendations from the internal audit team of the Company. In ensuring adequate procedures and processes are in place, the BAC is responsible to ensure the following: That a framework and appropriate procedures are in place for the purposes of identifying, monitoring, evaluating, reporting and approving RPTs and RRPTs. 1 That a review of any RPTs or RRPTs and COI that may arise within the Group is conducted. 2 That the established procedures are adequate to ensure that the RPTs and RRPTs are entered into in the best interest of the Company, on fair and reasonable commercial terms and not detrimental to the interest of minority shareholders. 3 Board Audit Committee Report Due to integrated nature of MISC’s business operations with the PETRONAS Group, the Company has been granted exemption from complying with the requirement of Paragraphs 10.08 and 10.09 of the MMLR including having to seek shareholders’ approval in relation to the supply, sale, purchase, provision and usage of certain goods, services and facilities which form part of the PETRONAS Group integrated operations. The exemption is of particular significance to ensure MISC does not experience any disruption to its operations. The RRPTs entered into by the Group during FY2024 are summarised below: Nature of transaction Transacting party Related party 1 Charters of LNG vessels from MISC by PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 2 Charters of petroleum and chemical tankers and liquefied petroleum gas carriers from MISC by PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 3 Operating, maintaining and lease/charter of Floating Production, Storage and Off-Loading (FPSO), Floating Storage and Off-Loading (FSO) and other floating solutions by PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 4 Fabrication and construction of oil and gas offshore/ onshore structures for PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 5 Marine and consultancy services to PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 6 Sungai Udang Port management MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 7 Purchase of industrial gases, lubricants and other petroleum products including bunker oil from PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 8 Port management services to PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 9 Supply of information technology services provided by PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 10 Rental of premises with PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries 11 Supply of bunkers, manpower and other services by PETRONAS Group MISC Berhad and/or its subsidiaries PETRONAS* and/or its subsidiaries * PETRONAS is the major shareholder of the Company The BAC also confirmed that the methods or procedures for determining the prices and terms of the RRPTs have not changed since the issuance of the Independent Adviser’s opinion by PricewaterhouseCoopers Capital Sdn. Bhd. dated 26 March 2012. The same was published in the Company’s Annual Report for the year ended 31 December 2011.
RkJQdWJsaXNoZXIy NDgzMzc=