INTEGRATED ANNUAL REPORT 2024 186 187 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Board Audit Committee Report COI The BAC reviewed and monitored all COI situations within MISC Group. This included a comprehensive review of COI disclosures submitted, assessment of any potential COI situations/transactions, procedures or courses of conduct that could raise concerns on management integrity, together with the measures taken to resolve, eliminate or mitigate such conflicts, as well as ensuring the complete disclosure in the BAC Report for the Annual Report. During FY2024, the BAC reviewed the COI procedures for MISC Group. The BAC also reviewed if there was any potential COI in relation to the appointment of Zahid Osman as the Vice President, Maritime, Gas & Maritime Business, PETRONAS and Datuk Adif Zulkifli as Non-Independent Non-Executive Director of the Company. FOCUS AREAS FOR 2025 The BAC remains committed to enhancing compliance with regulatory requirements and environmental initiatives. This year, we will focus on, amongst others, two (2) critical areas: climate financial reporting and system governance, including changes in internal controls. The BAC is committed to strengthening climate-related disclosures to enhance transparency and accountability in managing the environmental impact. This includes adhering to the International Sustainability Standards Board (ISSB) guidelines for climate disclosures, setting targets to reduce greenhouse gas emissions, and implementing strategies to mitigate climate-related risks while seizing opportunities in the energy transition. Furthermore, the BAC will oversee system governance, with an emphasis on changes in internal controls resulting from the implementation of new systems, such as Project Lightspeed Wave 2, the HR system, and the digitalisation of the third-party risk management system. This oversight will ensure that these systems comply with regulatory standards, that internal controls are effective, and that financial reporting remains accurate and reliable. The BAC will also monitor and address risks related to data security, system integrity, and operational efficiency throughout the implementation process. CHEW LIONG KIM Chairman Board Audit Committee Board Sustainability & Risk Committee Report COMPOSITION AND MEETING ATTENDANCE The BSRC comprises four (4) members, all of whom are Independent Non-Executive Directors. In line with the Malaysian Code on Corporate Governance 2021 (MCCG), the BSRC’s Terms of Reference (TOR) requires a majority of the BSRC members to be Independent Directors. Additionally, the BSRC’s TOR specifies that at least one (1) member of the BSRC must also be a member of the Board Audit Committee (BAC) to foster a common understanding of the risk management and internal control systems and ensure co-ordination between the two (2) standing Board Committees of MISC in its risk, internal controls and governance oversight roles. As of the date of this report, the composition of the BSRC is as follows: Members Date of Appointment as BSRC Member DATIN NORAZAH MOHAMED RAZALI Chairperson Independent Non-Executive Director 1 January 2021 CHEW LIONG KIM Member Senior Independent Non-Executive Director 15 January 2024 MOHAMMAD SUHAIMI MOHD YASIN Member Independent Non-Executive Director 1 January 2021 DATO’ TENGKU MARINA TUNKU ANNUAR Member Independent Non-Executive Director 1 April 2022 (1) Dato’ K Sekhar S Krishan retired as Senior Independent Non-Executive Director and ceased being a member of the BSRC on 15 January 2024. (2) Dato’ Ab. Halim Mohyiddin retired as Independent Non-Executive Director and ceased being a member of the BSRC on 15 January 2024. DATIN NORAZAH MOHAMED RAZALI Chairperson Board Sustainability & Risk Committee The Board Sustainability & Risk Committee (BSRC), formerly known as Board Governance & Risk Committee, was established on 1 January 2021 to enhance oversight on risk management matters and enable more effective anticipation and reaction in managing events and trends that could lead to disruptive changes to MISC’s business model. The scope of the BSRC encompasses governance, compliance and ethics, sustainability as well as health, safety, security and environment (HSSE). This report provides Shareholders with insights into the BSRC’s activities throughout the year under review. It further explains the manner in which the BSRC discharged its functions for the Group. The Committee plays a pivotal role in driving MISC’s ESG agenda, ensuring that sustainability is deeply embedded within our corporate strategy, decision-making processes, and business operations. By integrating ESG principles into our governance framework, we proactively manage ESG-related risks, strengthen regulatory compliance, and align our initiatives with evolving stakeholder expectations. Our approach is guided by global sustainability standards and best practices, enabling us to enhance long-term value creation, improve resilience against emerging challenges, and contribute to a more sustainable and responsible future. Dear Valued Shareholders,
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