MISC BERHAD INTEGRATED ANNUAL REPORT 2025 08 09 10 01 02 03 04 05 06 07 12 13 SEC 11 GOVERNANCE 10 196 www.miscgroup.com 197 www.miscgroup.com #deliveringProgress BOARD NOMINATION & REMUNERATION COMMITTEE REPORT BOARD NOMINATION & REMUNERATION COMMITTEE REPORT Dato’ Tengku Marina Tunku Annuar Chairperson Board Nomination & Remuneration Committee On 1 January 2013, the Nomination Committee and Remuneration Committee were combined to form the Nomination and Remuneration Committee. Subsequently, the Committee was renamed as Board Nomination & Remuneration Committee (BNRC) effective 1 May 2023. This report provides shareholders with insights into the BNRC’s activities throughout the year under review. It further explains the manner in which the BNRC discharged its functions for the Group. COMPOSITION AND MEETING ATTENDANCE The BNRC comprises three (3) members, all of whom are non-executive with the majority being Independent Directors, which complies with the requirements of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities). The BNRC is chaired by an Independent Director. As of the date of this report, the composition of the BNRC is as follows: Members Date of Appointment as BNRC Member Dato’ Tengku Marina Tunku Annuar Chairperson Independent Non-Executive Director 1 September 2023 Datin Norazah Mohamed Razali Member Independent Non-Executive Director 1 January 2022 Wan Shamilah Wan Muhammad Saidi Member Non-Independent Non-Executive Director 1 May 2023 The BNRC met five (5) times in 2025, with the BNRC Chairperson and all members in attendance for all meetings. The President & Group CEO attends the BNRC meetings to facilitate discussions, as well as to provide the appropriate information and advice on relevant matters for the BNRC. BNRC meetings, together with the tentative agendas, are scheduled in advance of any new financial year to allow the BNRC members to plan ahead and incorporate the year’s meetings into their respective schedules. The agenda and meeting papers are distributed to the BNRC members via a secured collaborative software, which eases the process of distribution of meeting papers and minimises leakage of sensitive information, as well as enabling the Directors to have full access to the papers electronically at any given time. This practice is also consistent with the Board’s and Company’s commitment to sustainable practices. All proceedings of the BNRC meetings are duly recorded in the minutes and are properly kept by the Company Secretary. TERMS OF REFERENCE The BNRC is governed by its own Terms of Reference (TOR), which is consistent with the requirements of the MMLR and best practices of the Malaysian Code on Corporate Governance (MCCG). As part of the overall governance review, the BNRC assessed the adequacy and relevance of its TOR and recommended updates to reflect evolving regulatory requirements and best practices. The revised TOR was subsequently approved by the Board. FUNCTIONS OF THE BNRC AND RELATED ACTIVITIES IN 2025 i. Board Membership - Appointment/Re-election of Directors and Succession Planning The BNRC has the responsibility of ensuring appropriate succession planning of Directors and reviewing the Board’s required mix of skills and experience, which includes reviewing the tenure of Independent Directors on the Board and proposals for re-appointment or re-election. In undertaking this responsibility, the BNRC conducts a structured annual review process that assesses each Director’s skills, diversity of experience, competencies, time commitment and continued independence. This enables the BNRC to determine whether the composition of the Board remains robust and aligned with the Group’s evolving strategic priorities, and whether any changes to the composition of the Board and/or Board Committees are warranted to support effective Board functioning. The nomination of new Directors adheres to the following appointment process: PROCESS FLOW FOR APPOINTMENT OF DIRECTORS Mandatory Accreditation Programme (if applicable), Continuous Training & Annual Performance Assessments The BNRC interviews shortlisted candidates Deliberation by the BNRC on suitability of the candidate Table proposed appointment of Director to MISC Board for approval Conflict of interest assessment by Board Audit Committee On-boarding session for new Director Company Secretary to seek PETRONAS’ nomination of new Board representative BNRC develops the selection criteria, i.e. competencies and attributes required Refer to HRM Succession Plan for Executive Leadership Team Positions Management initiates search for candidates Assess (including conduct of background checks) and shortlist potential candidates in consultation with the BNRC Board Vacancy Non-Independent Non-Executive Director Board Vacancy Independent Director Board Vacancy Executive Director Circumstances giving rise to a Board vacancy For more information on the BNRC’s TOR, please refer to MISC’s corporate website at www.miscgroup.com. The Committee plays a critical role in upholding strong governance through its rigorous oversight of Board and Senior Management succession planning, performance evaluation and remuneration matters. Structured review processes are applied to support objectivity, transparency and sound judgement in decisions relating to the Board and/or Senior Management. In discharging its responsibilities, the Committee remained guided by regulatory requirements, governance best practices, and the Company’s strategic priorities, thereby supporting sound leadership and continuity across the Group. Dear Valued Shareholders,
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