INTEGRATED ANNUAL REPORT 2024 188 189 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD Board Sustainability & Risk Committee Report The BSRC met eight (8) times in 2024, with the BSRC Chairperson and all duly appointed BSRC Members in attendance for all meetings during their respective tenure. The President & Group CEO attends the BSRC meetings to facilitate discussions, as well as to provide the appropriate information and advice on relevant matters for the BSRC. BSRC meetings together with the tentative agendas, are scheduled in advance of any new financial year to allow the BSRC members to plan ahead and incorporate the year’s meetings into their respective schedules. The agenda and meeting papers are distributed to the BSRC 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 and timely 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 BSRC meetings are duly recorded in the minutes and properly kept by the Company Secretary. TERMS OF REFERENCE The BSRC is governed by its own TOR, which is consistent with the requirements of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad and best practices of the MCCG. For more information on the BSRC’s TOR, please refer to the MISC corporate website at www.miscgroup.com. To review, evaluate, report and make appropriate recommendations to the MISC Board on the following matters: Risk Management Compliance and Ethics Sustainability Governance Provide oversight on the risk management policies, framework and process. Ensure effectiveness of the compliance and ethics programmes. Provide oversight on the sustainability strategy and initiatives. Determine the governance structure and monitor good governance practices. FUNCTIONS OF THE BSRC Board Sustainability & Risk Committee Report Matters pertaining to risk management fall within the scope of the BSRC, which will act as a sounding board to Management and perform a deep dive and challenge on risk matters. The BSRC shall review, evaluate, report and make the appropriate recommendations to the Board on the following matters: (a) Adequacy and effectiveness of MISC’s Risk Management Framework and the ongoing activities to ensure that appropriate systems and processes are in place to effectively manage and monitor the identified risks, focusing on the Group’s primary risks; (b) Status of Enterprise Risk Management (ERM) Risk Register, to identify, evaluate, mitigate and monitor risks, focusing on key strategic and business risks as well as ESG risks; (c) Risk assessments conducted by the Project Risk Assessment Sub-Committee, on business proposals and new initiatives, ensuring relevant risks are identified, considered and addressed to support informed decision-making; as well as enabling implementation of appropriate controls to mitigate the associated risks; (d) Determination of MISC’s level of risk tolerance; and (e) Any other matters as determined by the Board. Risk Management The BSRC reviews and makes the appropriate recommendations to the Board on the adequacy and effectiveness of MISC’s Compliance and Ethics strategy and objectives to continuously embed a compliance culture of strong corporate governance, business ethics and conduct within the organisation, through a management framework for business and operations to develop, manage and maintain the governance required, including continuous enhancement and monitoring to meet and sustain the compliance strategy and objectives across the MISC Group. Compliance and Ethics As sustainability is a key feature of MISC’s strategy, the Board considers sustainability to be of paramount importance when determining the Board agenda. Hence, the BSRC has been identified as the custodian for MISC’s sustainability initiatives. The BSRC has oversight on ESG matters, including climate change, health and safety, security, and cybersecurity. The BSRC reviews, evaluates, reports and makes appropriate recommendations to the Board not only in regard to the determination of MISC’s sustainability strategy but also to ensure alignment with MISC’s business strategy. Sustainability The BSRC reviews, evaluates, reports and makes appropriate recommendations to the Board on the determination of MISC’s governance structure to ensure alignment with MISC’s business strategy. Additionally, the BSRC also monitors good governance practices across the Group to ensure consistency with the Board’s risk appetite, guided by applicable laws and regulations. Governance
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