INTEGRATED ANNUAL REPORT 2024 206 207 SECTION 12: GOVERNANCE www.miscgroup.com MISC BERHAD • MISC Group has established the Corporate Privacy Policy and Master Guidelines which demonstrate the commitment to handle and manage personal data in accordance with the general principles of personal data protection and applicable laws in various jurisdictions. • The Sanctions and Export Control Guidelines underpin the Group’s commitment to comply with relevant economic sanctions and export control regulations in the jurisdictions it operates in, through identifying, mitigating and managing such risks. • MISC Group has a policy under the Competition Law Guidelines and its supporting protocols on Meetings and Information Sharing and Merger and Acquisition Transactions for fully complying with competition laws of every country we operate in. • MISC Group has also adopted the Human Rights Policy on 22 August 2024 superseding the Human Rights Commitment and Modern Slavery Policy, to ensure adherence to the CoBE, which outlines the standards and behaviours that upholds, with emphasis on due respect for human rights and compliance to applicable global laws and rules. In keeping with global business and regulatory development, the CLA related governance documents have been revised to cater to the latest development in laws and regulations. All entities (active, dormant and joint venture companies where MISC has controlling interest) are required to adopt the CLA governance documents, in order to address compliance and ethics risk across the Group. For other relevant laws, MISC Group through the Regulatory and Legislation (R & L) Register and myGovernance Legal Register maintains regulations and legislations which can potentially impact the Group. The R & L Register/Legal Register shall be the guide to ensure that MISC Group operates in accordance with the R & L requirements and for any potential exposures to be adequately mitigated. In providing the Board and Management with assurances that MISC Group is complying with all applicable laws and regulations, HOD Compliance Attestations to R & L and Legal Functional Checklists (FCs) are implemented through an Integrated Assurance platform called myASSURANCE. Dealing with third parties is part of MISC Group’s business operations and it expects third parties to comply with the same standards as MISC Group’s CoBE related policies and guidelines as mentioned above: There are continuous awareness sessions through the “See.Speak.Support” Campaigns with the objective of highlighting and creating awareness amongst employees on MISC Group’s principal elements of the CoBE. The campaigns were aimed at promoting MISC’s Whistleblowing Channels and processes to employees. Continuous mandated training on the CoBE and its related policies covering the CLA have been conducted for employees, directors and third parties. This is to be further reiterated through Integrity Time-Out sessions by Senior Leadership and through Compliance and Integrity sharing sessions. The Group continues to monitor any potential conflicts of interest through the annual declaration by employees and the receipt and/or giving of any gifts via the employees’ Conflict of Interest Register and employees’ Gift Register. MISC’s Conflict of Interest (COI) policy, as described in MISC Group’s CoBE, provides guidelines on the business and personal relationships between MISC Group’s employees and its competitors, suppliers, customers and other business entities. As per the COI Review and Analysis Procedure, the disclosures are reviewed and analysed to ensure any potential conflict of interest exposures are adequately mitigated. Actual, potential and perceived conflict of interest situations for directors are managed through established procedures which includes having an agenda on declaration of interest by directors at the start of every Board and Board Committee meetings. Due diligence exercises are carried out on all third parties as outlined in MISC’s Third Party Compliance Due Diligence Operational Guidelines. Third parties are also required to adhere to MISC Group’s CoBE related policies and guidelines through the Declaration and Integrity Pledge. Annual trainings are also conducted to MISC Group’s third parties. Statement on Risk Management & Internal Control BSRC as the governing body is updated on Compliance and Ethics related matters as good governance, and to ensure the objectives of the Sustainability Strategy 2025 (Governance Pillar) are effectively implemented. The Whistleblowing (WB) Policy provides an avenue for all parties to disclose and report any suspected unethical and/ or unlawful conduct or non-compliance with the CoBE involving MISC Group and/or any of its employees. In line with the highest standards of integrity expected of the Company and its employees and the Malaysian Code on Corporate Governance 2021, the BAC shall also review the adequacy and effectiveness of the established WB management policy and procedure. CORPORATE POLICIES MISC established its Corporate Disclosure Policy (CDP) and Corporate Disclosure Guidelines (CDG) in 2016. The CDP guides the Board, Management Officers and employees of the Group when communicating and making disclosure of information to external parties such as Bursa Malaysia Securities Berhad, investment community, media, government authorities and other relevant stakeholders. It also sets out the parameters to enable timely, adequate and accurate disclosure of such information. The CDG, which is an internal document, provides more definitive guidelines for communication and disclosure of information in the above areas. ASSURANCE FUNCTIONS Group Health, Safety, Security, Environment & Sustainability (Group HSSE & Sustainability) MISC Group is committed to ensure the highest HSSE standards and compliance in formulating plans, procuring products and services, making investment decisions and managing total business risks. MISC Group established the Health, Safety and Environment Management System (HSEMS) and the Security Management System (SeMS) pursuant to the Health, Safety and Environment (HSE) policy and the Security Policy instituted by management. The management systems were developed to ensure adherence to applicable international standards, legal requirements and other recognised industry best practices. The management system establishes the expectations and performance objectives in identifying, evaluating and managing the HSSE risks to People, Environment, Assets and Reputation. MISC Group’s commitment to HSSE principles and sustainability beyond compliance, signifies responsibility in creating persistent positive impacts across all components of operations. HSSE assurance is carried out on the respective business segments, vessels and floating facilities with the objective to verify, evaluate and review HSSE operational activities to ensure their operational integrity and reliability are maintained at all times, consistent with international regulations, HSSE controls and internal policies. The Group’s vessels are subjected to stringent audits, vetting and inspections to meet various regulatory and commercial requirements. These include vetting by oil majors, audits by the Malaysian Marine Department and ship classification societies to maintain international safety and security management certification under the relevant international codes. In addition, MISC Group is also subjected to periodic management reviews by its customers’ risk management units. The Group HSSE & Sustainability Council, chaired by the President & Group CEO with the ELT and Managing Director/ CEO of all entities as members, reviews the Group’s HSSE & Sustainability performance periodically. HSSE & Sustainability policies and strategies are reviewed to ensure alignment with business objectives. The BSRC will then be updated on the HSSE & Sustainability performance while the BAC oversees the HSSE Risk and Control effectiveness, through review of the assurance findings. MISC Safety Rules was first introduced in 2015 to mitigate risks and reduce injurious incidents throughout our operations. In 2023, MISC Group adopted the International Association of Oil & Gas Producers (IOGP) Life Saving Rules to enhance safety awareness, prevent accidents, and ultimately save lives by promoting strict adherence to these rules throughout the operation. MISC Group has also introduced the new HSSE Rules and Commitments to create a secure and healthy workplace ensuring compliance to relevant laws and regulations. Reflective Learnings are carried out for high-risk incidents to reinforce the learnings from the incidents. The HSSE Incident Management process has been translated into an e-Learning platform where a mandatory module has been developed to be completed by all employees to ensure they understand the implications of any HSSE incidents. The HSSE Lessons Learnt process has been improved via translation into an interactive learning through series of videos. Statement on Risk Management & Internal Control
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