MISC BERHAD INTEGRATED ANNUAL REPORT 2025 08 09 10 01 02 03 04 05 06 07 12 13 SEC 11 GOVERNANCE 10 178 www.miscgroup.com 179 www.miscgroup.com #deliveringProgress DEMARCATION OF RESPONSIBILITIES AT THE BOARD LEVEL CHAIRMAN • Leads the Board and ensures the Board fulfils its obligations to the Company effectively. • Sets the agenda, style and tone of Board discussions to promote constructive debate and effective decision-making. • Instils and monitors good CG practices and chairs all Board and shareholders’ meetings. • Has the discretion to determine whether additional Board Committees are required to support the Board’s roles and responsibilities. • The MISC Board Charter provides that the Chairman of the Board shall not be a member of any MISC Board Committees. PRESIDENT & GROUP CEO • Leads the overall operations of the business and organisational effectiveness, with the support of the ELT. • Coordinates the development and implementation of policies and business strategies, as guided and approved by the Board. • Develops and translates policies and business strategies into a set of manageable goals and priorities based on effective risk management controls for business operations, investments and other activities. • Ensures that financial management practices are performed with the highest level of integrity and transparency in the interest of the Company’s stakeholders. • Ensures that the business and affairs of the Company are carried out in an ethical manner and in compliance with the relevant laws and regulations. SENIOR INDEPENDENT DIRECTOR • Sounding board for the Chairman of the Board. • Intermediary for other Directors and/or Chairman when necessary. • Point of contact for shareholders and other stakeholders on areas that cannot be resolved through normal channels of contact with the Chairman or President & Group CEO. • Executes such other roles as designated by the Board from time to time. Any issues relating to the Group that requires the attention of the Senior Independent Director can be directed to his email address at chew.liongkim@miscbhd.com or the following address: Mr. Chew Liong Kim Senior Independent Director MISC Berhad Level 25, Menara Dayabumi Jalan Sultan Hishamuddin 50050 Kuala Lumpur Malaysia INDEPENDENT NON-EXECUTIVE DIRECTORS • Provides independent and objective views to ensure that strategies and initiatives proposed by Management are subject to constructive challenge, thereby safeguarding the long-term interests of the Group, and protecting the interests of all stakeholders, including the minority shareholders. • Based on the criteria on INEDs pursuant to the MMLR, all INEDs, including the Chairman, are independent of Management and free from any business or other relationships that could materially interfere with the exercise of their independent judgement. • Pursuant to the MISC Board Charter, the INEDs are subject to a 9-year cumulative limit on their tenure in MISC without further extension. To-date, none of MISC’s INEDs have exceeded the 9-year limit on their tenure. NON-INDEPENDENT NON-EXECUTIVE DIRECTORS • Provides input from the major shareholder’s perspective so that the strategies and initiatives proposed by Management are aligned with the major shareholder’s positioning for the Group whilst balancing the interests of other stakeholders. CORPORATE GOVERNANCE OVERVIEW STATEMENT CORPORATE GOVERNANCE OVERVIEW STATEMENT MISC BOARD’S FOCUS AREAS IN 2025 Project Execution and Delivery • Extensively deliberated and approved several projects during the year under review. • Monitored the progress of projects currently under construction and focused on delivering them into operations and converting them into cash-generating assets. This involves ensuring that all projects adhere to the established timelines, budgets, and quality standards. The Board emphasised the importance of risk management and mitigation strategies to address potential challenges during the execution phase. • Additionally, oversaw the integration of sustainability practices into project execution, aligning with MISC’s commitment to environmental stewardship and corporate responsibility. By maintaining a strong focus on project execution and delivery, the Board aims to enhance operational efficiency, drive value creation, and support the long-term growth objectives of MISC. Strategic Direction • Reviewed the medium to long-term business strategies, identify opportunities arising from the energy transition, and adopt a business plan and budget which facilitates Management’s pursuit of MISC’s targets. • Discussed the MISC 2030 Ambition, which aims to unlock value by reinforcing core businesses, progressing selected new energy initiatives, and driving emissions reduction through fleet renewal and operational improvements. • Deliberated and reviewed a strategic initiative involving the evaluation of a potential merger of the Group's Offshore Business, focusing on due diligence outcomes, strategic alignment, value creation opportunities, risk exposure and capital structure implications, while providing guidance to Management to ensure disciplined governance, independent assessment and alignment with the Group’s long-term portfolio strategy, including timely market disclosures. Sustainability • Reviewed and endorsed key sustainability commitments, strategies and disclosures, including the Group’s commitment to achieve net-zero greenhouse gas (GHG) emissions by 2050, the identification and prioritisation of sustainability risks and opportunities which includes the climate risks and opportunities, the five-year Sustainability Strategy for 2026–2030, the Modern Slavery Statement 2025, the reassessment and revision of the Group’s material sustainability matters and climate-related disclosures report. • Monitored the implementation and progress of initiatives under the MISC Group Sustainability Strategy, including commitment towards decarbonisation, promoting the circular economy, health and safety, diversity and inclusion, human rights, cybersecurity as well as values and business ethics. Internal Transformations • Monitored the Group’s various internal transformations to strengthen processes in finance, procurement and document management, which will underpin the digitalisation of processes. By streamlining operations and leveraging digital tools, MISC aims to improve overall productivity, reduce cost, and enhance the quality of services provided to stakeholders.
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