MISC BERHAD INTEGRATED ANNUAL REPORT 2025 08 09 10 01 02 03 04 05 06 07 12 13 SEC 11 GOVERNANCE 10 180 www.miscgroup.com 181 www.miscgroup.com #deliveringProgress All Board members complied with the minimum attendance requirement of at least 50% of the Board meetings held during the financial year pursuant to Paragraph 15.05(3)(c) of the MMLR. The following summarises the attendance at the Annual General Meeting (AGM) as well as all other Board and/or Board Committee meetings held in 2025: Name of Director Meeting Attendance in 2025 AGM Board BAC BNRC BSRC Datuk Abu Huraira Abu Yazid Chairman 1/1 13/13 - - - Chew Liong Kim BAC Chairman 1/1 13/13 5/5 - 9/9 Datin Norazah Mohamed Razali BSRC Chairperson 1/1 13/13 - 5/5 9/9 Dato’ Tengku Marina Tunku Annuar BNRC Chairperson 1/1 13/13 - 5/5 9/9 Mohammad Suhaimi Mohd Yasin 1/1 13/13 5/5 - 9/9 Liza Mustapha 1/1 11/13 - - - Wan Shamilah Wan Muhammad Saidi 1/1 13/13 5/5 5/5 - Datuk Adif Zulkifli 1/1 12/13 - - - Zahid Osman President & Group CEO 1/1 13/13 Permanent Invitee CORPORATE GOVERNANCE OVERVIEW STATEMENT CORPORATE GOVERNANCE OVERVIEW STATEMENT In discharging their duties and responsibilities, Directors have full and unrestricted access to Management, the Company Secretaries and all information relevant to the Company and the Group. Where necessary, the Directors may seek independent professional advice at the Company’s expense. Management also provides timely and comprehensive information, including detailed briefings and presentations, before or during Board meetings to give clarity on matters tabled for discussion or approval. This open channel of communication ensures that the Board is well informed on key developments and can obtain clarification or further information to support sound judgment. Board papers and other supporting information are distributed electronically to promote efficiency and facilitate timely review. This digital approach allows Directors to access materials conveniently while reinforcing MISC’s commitment to sustainable and paperless practices. The Board is supported by qualified and experienced Company Secretaries who provide sound advice on governance matters, regulatory compliance, and procedural requirements. They are responsible in ensuring the Company’s compliance with statutory obligations, and supporting the Board and its Committees in the discharge of their duties. During the financial year, Noridah Khamis, General Counsel, served as the Company Secretary of MISC, while Lee Ming Leong, Head of Group Secretarial Services served as the Joint Company Secretary. All deliberations and resolutions from Board and Board Committee meetings are properly documented and communicated to Management for follow-up action. The Company Secretaries maintain accurate minutes of meetings, ensuring that key decisions and discussions are formally recorded and accessible for reference. BOARD MEETINGS AND ACCESS TO MANAGEMENT, COMPANY SECRETARIES, INFORMATION AND EXTERNAL EXPERTS Board meetings are scheduled in advance of each financial year to allow Directors to plan ahead and accommodate the dates in their calendars. The Board meets quarterly, with additional meetings convened as necessary to deliberate on urgent or significant matters. Each meeting follows a structured agenda that covers both strategic and operational priorities. The tentative agendas include matters reserved for the Board such as the review and approval of the annual budget and business plan, assessment of financial performance, consideration of major investments and financial decisions, and endorsement of key policies and procedures. The Board also reviews changes to governance frameworks to ensure alignment with MISC’s strategic direction and risk appetite. Directors are provided with comprehensive and timely information ahead of each meeting to facilitate effective deliberation and decision-making. Management and the Company Secretaries work closely to ensure that all materials are clear, complete, and distributed within a reasonable timeframe prior to meetings. To avoid any conflict of interest (COI), all Board members declare their interests, where applicable, at all Board and Board Committee meetings. The Board has adopted a Directors’ Conflict of Interest Review Procedures for MISC Group (COI Procedures) which sets out the disclosure obligations of each Director of MISC Group with respect to actual, potential and perceived COI. The COI Procedures also provide guidance in governing COI situations as they arise or may potentially arise to ensure timely and systematic identification, disclosure and management of COI. Risk Management • Approved and monitored the MISC Group Risk Appetite for FY2025, delineating the key acceptable risk boundaries. These boundaries reflect the extent of risk MISC is prepared to assume while pursuing its strategic and business objectives. • Reviewed sustainability-related risks and opportunities for integration into the Group’s Enterprise Risk Management (ERM) Framework, in alignment with MISC’s adoption of IFRS Sustainability Disclosure Standards. • Reviewed and monitored the impact of key risk areas including geopolitical conflict, energy transition and decarbonisation risk, and project delivery risk to the MISC Group, together with mitigation planning. • Conducted detailed project risk assessments for strategic decision areas and various project opportunities. Succession Planning • Oversaw the transition from Management Committee to the ELT, including changes to the ELT composition, namely the appointment of Nick Potter as Vice President, Petroleum & Products, and the transition of Zahid Osman out of the interim role, to ensure a smooth and seamless transition. • Conducted a focused and thorough review of each Board Committee as well as the discharge of their functions to ensure the right composition taking into consideration the appropriate knowledge, competence, independence and expertise to complement the existing skills of the respective Board Committees. • Reviewed the Board composition and assessed the need to expand the collective Board skills and experience, including endorsing the engagement of an external consultant for the Board search exercise and interviewing shortlisted Board candidates. Corporate Governance • Ensured the integrity of MISC’s financial and non-financial reporting, internal controls and whistleblowing systems. • Incorporated the enhanced provisions of the MMLR and other best practices in the Terms of Reference of the BAC, BNRC and BSRC, Remuneration Framework for Non-Executive Directors of MISC and the Guidelines on Related Party Transactions and Recurrent Related Party Transactions for the MISC Group. • Reviewed and enhanced governance practices in line with the MCCG.
RkJQdWJsaXNoZXIy NDgzMzc=