MISC BERHAD INTEGRATED ANNUAL REPORT 2025 08 09 10 01 02 03 04 05 06 07 12 13 SEC 11 GOVERNANCE 10 174 www.miscgroup.com 175 www.miscgroup.com #deliveringProgress BOARD COMMITTEES To facilitate the effective and efficient discharge of the Board’s duties and responsibilities, the Board is complemented by three (3) Board Committees: All Board Committees operate under their respective Terms of Reference. Nevertheless, the Board is ultimately accountable and collectively responsible for the affairs and business of MISC. For more information on the Board Committees, please refer to their respective reports on pages 196 to 204 (for the BNRC), pages 205 to 212 (for the BAC) and pages 213 to 217 (for the BSRC) of this Integrated Annual Report. BOARD COMPOSITION AND DIVERSITY The Board of MISC comprises a majority of Independent Directors, as required under the MMLR and the MCCG. This structure encourages balanced discussion, diverse viewpoints, and objective decision-making, enabling the Board to provide effective guidance and oversight across all areas of the business. MISC’s Directors’ Fit and Proper Policy also requires all members of the Board to have the necessary qualities, competencies and experience that allows them to perform their duties and carry out the responsibilities required of the position in the most effective manner. Recognising that the Board must evolve alongside the Company’s strategic direction, regular reviews are also conducted to assess its composition. These reviews ensure an appropriate mix of independence, expertise, and diversity, while also supporting a structured approach to succession planning. The Board views diversity as a cornerstone of effective governance. Guided by the MISC Board Diversity Policy, which forms part of the MISC Board Charter, Director appointments are based on merit and take into account a range of attributes - including age, gender, ethnicity, professional experience, and background. The blend of varied perspectives and skills strengthens the Board’s collective judgement and enhances its ability to steer the Company strategically. MISC has maintained at least 30% women representation on the Board since 1 January 2022, in line with the MCCG’s recommendation. As at the latest practicable date of this Integrated Annual Report, women make up 44.44% of the Board, reflecting MISC’s ongoing commitment in promoting inclusivity and balanced representation at the leadership level. For more information on MISC’s Board Diversity Policy, please refer to MISC’s corporate website at www.miscgroup.com. Board Audit Committee (BAC) Board Sustainability & Risk Committee (BSRC) Board Nomination & Remuneration Committee (BNRC) The BAC provides oversight on the financial reporting process and internal control framework and policies as well as MISC’s Whistleblowing Policy, whistleblowing management process and actions thereon. The BNRC provides oversight on Board performance and effectiveness, Board composition and diversity, Directors’ skills and experience, Directors’ induction and continuous professional development, remuneration of Directors, Senior Management and employees, and succession planning for the Board and Senior Management. The BSRC provides oversight on the risk management framework, policies and processes as well as the sustainability strategy, whilst also monitoring governance practices and ensuring effectiveness of the compliance and ethics strategy. BOARD LEADERSHIP AND EFFECTIVENESS PRINCIPLE A BOARD PURPOSE The Board is responsible for providing direction, oversight, and stewardship to drive MISC’s sustainable growth. Guided by the principles of the MCCG, the Board promotes ethical leadership, effective governance, and prudent management in safeguarding the interests of shareholders and stakeholders. BOARD CHARTER The MISC Board Charter serves as a key governance document that guides the Board in carrying out its duties with clarity and transparency. It defines the roles and responsibilities of the Board, its Committees, and individual Directors, as well as processes related to performance evaluation, development, and succession planning. The MISC Board Charter is reviewed periodically to ensure it remains aligned with evolving governance expectations and regulatory requirements. For more information on the MISC’s Board Charter, please refer to MISC’s corporate website at www.miscgroup.com. In discharging its fiduciary duties and leadership functions, the main roles and responsibilities of the Board are as follows: Matters reserved for the Board are clearly defined in the MISC LOA, which provides a clear demarcation between the responsibilities of the Board and Management. Board-reserved matters are generally divided into three (3) categories: Statutory decisions for MISC based on regulatory and statutory requirements Strategic decisions for MISC Group Operational decisions for MISC Group that are of high importance and value 1 2 3 CORPORATE GOVERNANCE OVERVIEW STATEMENT CORPORATE GOVERNANCE OVERVIEW STATEMENT BOARD ROLES AND RESPONSIBILITIES • Establishing a strategic plan and setting of targets for the Company in line with the Company’s vision, mission and business objectives which supports long-term value creation and includes a sustainability agenda. • Overseeing the conduct and performance of the Company and of the President & Group CEO against set goals and objectives. • Upholding, together with Senior Management, good CG culture and business conduct within the Company and its employees, which reinforces ethical, prudent and professional behaviour. • Identifying and understanding the principal risks of the Company and setting the Company’s risk appetite and ensuring the implementation of appropriate systems to evaluate, monitor and manage these risks. • Establishing an effective risk management and internal control framework, including regular review of the adequacy and the effectiveness of the framework. • Reviewing the Company’s strategic, capital or funding transactions and monitoring execution of these transactions. • Ensuring the integrity and adequacy of the Company’s financial and non-financial reporting and disclosure. • Ensuring sound succession planning and continuous development of human capital, in particular of the Senior Management, including the establishment of measures in place for the orderly succession of the Board and Senior Management. • Developing and implementing an investor relations programme and putting in place procedures to enable effective communications with the stakeholders of the Company.
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