MISC BERHAD INTEGRATED ANNUAL REPORT 2025 08 09 10 01 02 03 04 05 06 07 12 13 SEC 11 GOVERNANCE 10 190 www.miscgroup.com 191 www.miscgroup.com #deliveringProgress • MISC Group (MISC Berhad, MISC Marine, AET, MHB, and ALAM) achieved 100% compliance in the CLA Functional Checklist as part of its first line assurance activities through the PETRONAS’ myAssurance • MISC Group maintained its ISO 37001:2016 Anti-Bribery Management System (ABMS) where MISC Berhad has completed its annual surveillance audit 1 in December 2025 • MISC Group has completed its annual review of the Bribery and Corruption Risk Assessment (BCRA), including a thorough analysis and update of the Bribery and Corruption risk exposures and mitigations • COI Management where the annual COI declaration for employees has been rolled out and for any potential COI identified risks to be properly mitigated • Management of MISC’s Whistleblowing Channels and cases • Monitoring status of compliance and quarterly reporting of breaches to the relevant laws and regulations embedded into the MISC’s Enterprise Risk Management (ERM) under Group Legal Risk Register - Risk Event: Compliance to Rules, Regulations, and Governance • Third Party Risk Management (TPRM) - Compliance due diligence on third parties has been implemented • Quarterly reporting to BSRC on the implementation status, and the adequacy and effectiveness of MISC’s compliance and ethics programme, and BAC on the adequacy and effectiveness of the established whistleblowing management policy and procedure • Automation and digitalisation of the Compliance Monitoring and Assurance Activities and TPRM end-to-end process Monitoring & Assurance For more information on MISC’s CoBE and other CLA-related governance documents, please refer to MISC's corporate website at www.miscgroup.com. For more information on MISC’s ethics and compliance initiatives in 2025, please refer to the MISC Sustainability Report 2025, the BAC Report and the BSRC Report on pages 205 to 217 of this Integrated Annual Report. DIRECTORS’ REMUNERATION MISC’s approach to Directors’ remuneration is designed to attract and retain individuals of high calibre who can provide the strategic guidance and leadership required to drive the Group’s success. The remuneration structure takes into account the responsibilities, experience, and time commitment expected of each Director, as well as the complexity of the Group’s operations. The remuneration of Non-Executive Directors (NEDs) reflects the scope of their oversight role and the value of their contributions to the Board and its Committees. MISC has adopted a Remuneration Framework for NEDs, which is based on the updated PETRONAS’ Guidelines on Remuneration for PETRONAS Public Listed Companies Non-Executive Directors, to ensure consistency, fairness, and competitiveness within the industry. In 2025, the Board, through the BNRC, reviewed the Remuneration Framework for NEDs. Details of the revised fee structure are set out in the BNRC Report within the MISC Integrated Annual Report 2025. The framework is outlined below: Retainer Fees: Fixed amount Attendance Allowance: Per attendance at Board and Board Committee meetings and Board Away Day Benefits: Fuel/EV Charging Allowance, Business Travel Expenses, Directors and Officers Liability Insurance Special Fees: Only for eligible NEDs with special experience and skills which are critical to the Company's business CORPORATE GOVERNANCE OVERVIEW STATEMENT Appended below are MISC’s ethics and compliance initiatives in 2025: • Three (3) CLA-related Governance documents revised: • MISC’s Regulatory & Legislation Register 2025 updated to reflect applicable laws and regulations (Malaysia, Brazil, Thailand and Vietnam categories) • MISC appointed a Designated Compliance Officer to oversee Anti-Money Laundering and Counter Financing of Terrorism compliance • MISC appointed Data Protection Officer as required by the Malaysian PDPA Amendment Act 2024 • Nomination of Designated Executives under the MISC Raid Protocol • Advisories and reviews of compliance clauses related to CLAs - CoBE for Third Parties - Third Party Compliance Due Diligence Operational Guidelines - Corruption Risk Management Procedure • Four (4) See.Speak.Support Awareness Sessions: • Fourteen (14) bite-sized communications • One (1) CLA e-learning module to employees and the Board of Directors • CLA training module for employees: • Corruption Free Pledge Refresher by Employees and Signing Ceremony by ELT Members • Corruption Free Pledge Signing Ceremony by Board of Directors - Strengthening Anti-Money Laundering Controls for Non-Financial Institutions - MISC Group Integrity Day - Human Rights at Work: Embedding Principles, Enabling Change - From Addiction to Advocacy: A Workplace Perspective - Annual CoBE Training for Third Parties - CoBE Refresher Training for MISC Board members and employees - CoBE Trainings for new employees during HR onboarding programme - Trainings on CLA (including e-learning modules) - Anti-Bribery & Corruption Manual - Third Party Compliance Due Diligence in MISC - Sanctions - Personal Data Protection - Export Control - Competition Law - Human Rights Management Governance/Policies/Procedures Communication/Awareness/Training CORPORATE GOVERNANCE OVERVIEW STATEMENT MISC Non-Executive Directors Remuneration Framework
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