MISC BERHAD INTEGRATED ANNUAL REPORT 2025 08 09 10 01 02 03 04 05 06 07 12 13 SEC 11 GOVERNANCE 10 192 www.miscgroup.com 193 www.miscgroup.com #deliveringProgress BOARD AUDIT COMMITTEE (BAC) The BAC assists the Board in fulfilling its oversight responsibilities relating to the Group’s financial management, accounting, and internal control systems. The BAC also monitors the whistleblowing management process and evaluates the effectiveness, independence, and performance of both the external and internal audit functions. In carrying out its duties, the BAC assesses the independence, suitability and objectivity of the auditors, and reviews the performance and remuneration of the Head of Group Internal Audit (GIA) in consultation with the President & Group CEO. All BAC members are financially literate, possess the necessary skills and experience, and are competent in scrutinising the Group’s financial reporting process, transactions, and related information. Additional information on the BAC’s role, activities, and deliberations in 2025 is available in the BAC Report on pages 205 to 212 of this Integrated Annual Report. BOARD SUSTAINABILITY & RISK COMMITTEE (BSRC) The BSRC provides focused oversight of risk‑related matters through in‑depth engagements with Management, and exercises effective oversight and constructive challenge to ensure the robust identification, assessment and mitigation of the Group’s key risks. Beyond risk management, the BSRC’s scope extends to sustainability, governance, compliance, ethics, and HSSE, reflecting MISC’s integrated approach to responsible business management. The BSRC’s oversight helps strengthen accountability and embed sustainability and risk considerations across all levels of decision-making. Additional information on the BSRC’s role, activities, and deliberations in 2025 is available in the BSRC Report on pages 213 to 217 of this Integrated Annual Report. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK The Board acknowledges its overall responsibility for maintaining a robust risk management framework and effective internal control systems to safeguard shareholder value and the Group’s assets. In addition to the BSRC’s quarterly reviews of enterprise-level risks, the Board regularly assesses key risk events, mitigation measures, and updates to the Risk Register. These reviews ensure that risk considerations remain embedded in all major strategic, operational, and investment decisions. Project-level risk assessments are undertaken for significant ventures, covering areas such as project execution, contract management, counterparty exposure, operations, country-specific factors, and financial risks. When evaluating the adequacy and integrity of internal controls, the Board - through the BAC - reviews reports on Related Party Transactions, COI oversight, and Whistleblowing cases, as well as updates from the GIA on enhancements to internal control processes. These measures collectively reinforce transparency, accountability, and continuous improvement in governance practices. EFFECTIVE AUDIT AND RISK MANAGEMENT PRINCIPLE B CORPORATE GOVERNANCE OVERVIEW STATEMENT For the financial year ended 31 December 2025, details of the Directors’ remuneration (excluding the President & Group CEO) are as follows: Name of Director Directors’ Fees (Inclusive of Retainer Fees and Attendance Allowance per Meeting) Benefits-in-kind (RM) Total (RM) By MISC (RM) By Subsidiaries (RM) Datuk Abu Huraira Abu Yazid 319,193.55 416,156.00 37,150.00 772,499.55 Chew Liong Kim 233,096.78 - 6,000.00 239,096.78 Datin Norazah Mohamed Razali 233,096.78 - 6,000.00 239,096.78 Dato’ Tengku Marina Tunku Annuar 233,096.78 - 6,000.00 239,096.78 Mohammad Suhaimi Mohd Yasin 233,096.78 325,500.00 6,000.00 564,596.78 Liza Mustapha* 177,096.78 - - 177,096.78 Wan Shamilah Wan Muhammad Saidi* 219,096.78 - - 219,096.78 Datuk Adif Zulkifli* 180,596.78 - - 180,596.78 Total 1,828,371.01 741,656.00 61,150.00 2,631,177.01 * Fees paid to PETRONAS During the year under review, the President & Group CEO, Zahid Osman, received a total remuneration of RM2,475,613.09, comprising salary, other emoluments and benefits‑in‑kind. As an Executive Director, the President & Group CEO is not entitled to Directors’ fees or any meeting attendance allowance. For more information on the remuneration structure for MISC’s Directors, please refer to the BNRC Report on page 202 of this Integrated Annual Report. CORPORATE GOVERNANCE OVERVIEW STATEMENT For more information on the Remuneration Framework for NEDs of MISC Berhad, please refer to MISC’s corporate website at www.miscgroup.com. For the ensuing year, the Board recommended maintaining the existing NED fee structure. Accordingly, the proposed Director fees from the 57th AGM to the 58th AGM will be tabled for shareholders’ approval at the 57thAGM. Fees in respect of the NINED are paid directly to PETRONAS instead of the individual Directors. Further information on MISC’s risk management and internal control frameworks can be found in the BAC Report on pages 205 to 212, the BSRC Report on pages 213 to 217, and the Statement on Risk Management and Internal Control on pages 218 to 237 of this Integrated Annual Report.
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