MISC BERHAD INTEGRATED ANNUAL REPORT 2025 08 09 10 01 02 03 04 05 06 07 12 13 SEC 11 GOVERNANCE 10 198 www.miscgroup.com 199 www.miscgroup.com #deliveringProgress BOARD NOMINATION & REMUNERATION COMMITTEE REPORT BOARD NOMINATION & REMUNERATION COMMITTEE REPORT In sourcing for suitable candidates, the Company utilises a variety of approaches and sources, including referrals from existing Directors, independent search firms and/or other sources. The nomination of Non-Independent Non-Executive Directors (NINEDs) to the Board is made by PETRONAS, being the major shareholder of the Company. The potential candidates to assume the role of Independent Non-Executive Directors (INEDs) are first tabled to the BNRC for consideration and evaluated based on merit as well as suitability with the Company’s strategy, objectives and required attributes. Pursuant to the MISC Directors’ Fit and Proper Policy, all Directors are required to have the necessary qualities, competencies and experience that allows them to perform their duties and carry out the responsibilities required of the position in the most effective manner. Prior to the initial appointment or proposed re-election/re-appointment of a Director, the individual concerned is required to complete a Directors’ Fit and Proper Declaration Form, which sets out the following overarching criteria: (a) Character and Integrity; (b) Experience and Competence; and (c) Time and Commitment. Diversity in terms of age, gender and ethnicity is also considered during the selection process. In addition to the BNRC’s responsibilities in overseeing the nomination, evaluation and recommendation process for the appointment of Directors, the assessment of any actual or potential conflict of interest (COI) forms an integral component of the assessment process and is undertaken by the Board Audit Committee (BAC) in accordance with its oversight mandate. In deliberating any proposed appointment, the Board considers the assessments, observations and recommendations of both the BNRC and the BAC, ensuring that the appointment is consistent with the principles of independence, integrity and proper governance. The BNRC undertook its annual and comprehensive review of Board composition, including an assessment of the balance of skills, experience, diversity and independence represented on the Board. As part of this process, the BNRC evaluated the continuing suitability, effectiveness and contribution of each Director, and reaffirmed that the existing Board composition remained appropriate to support the Group’s strategic priorities and governance requirements. The BNRC also reviewed succession considerations and confirmed that no immediate changes to the Board structure were necessary for the period under review. The BNRC is also responsible for recommending to the Board, Directors who are standing for re-election at the Annual General Meeting (AGM) pursuant to MISC’s Constitution. In assessing the Director’s eligibility for re-election and/or re-appointment, the BNRC assesses the retiring Directors from the aspects of competencies, commitment, contribution and performance, based on the Board Effectiveness Evaluation (BEE) as well as their fitness and propriety in accordance with the Company’s Fit and Proper Policy. At the forthcoming 57th AGM of the Company, the following Directors will be retiring pursuant to Rule 21.8 of the Company’s Constitution: Liza Mustapha and Wan Shamilah Wan Muhammad Saidi who are retiring as Directors and being eligible, have offered themselves for re-election. Datuk Abu Huraira Abu Yazid who is also retiring by rotation has expressed his intention of not seeking re-election. He will retain office until the conclusion of the 57th AGM. Based on the latest BEE as well as the BNRC’s review and assessment of the respective Directors’ Fit and Proper Declaration Forms, the BNRC is satisfied with the performance and continued suitability of the abovementioned Directors, and endorsed their proposed re-elections for the Board’s further endorsement and subsequent recommendation to the shareholders for approval at the forthcoming AGM. At their respective meetings held on 11 February 2026 and 23 February 2026, the BNRC and the Board endorsed and approved the re-election of the aforesaid Directors. The retiring Directors abstained from deliberation and voting in respect of their re-election. In line with the MCCG, the Board Charter includes a policy which limits the tenure of INEDs to nine (9) years (without further extension), as well as the Board Diversity Policy. There are currently four (4) female Directors in the Company which equates to 44.44% of the overall Board composition. In cognisance that a majority of the Directors would be approaching mid-term of their 9-year tenure with the Company, the BNRC had recommended the sourcing of an additional INED together with the critical requirements of the candidate, which was approved by the Board in December 2024. An external consultant was engaged in 2025 to support the BNRC in the Board search exercise, including the review, assessment and interview of prospective candidates. The Board, having regard to the overall outcomes of the exercise, its prevailing priorities and its current strategic focus, resolved that no additional appointment was required at this juncture. The BNRC will continue to monitor Board composition and succession requirements and will reactivate the process when circumstances warrant. ii. Board Effectiveness Evaluation – Board, Board Committees and Individual Directors’ Assessment The BEE is carried out on an annual basis, and as recommended by the MCCG, an external independent expert is engaged once in every three (3) years to conduct the BEE. During the year under review, MISC had engaged an independent consultant to facilitate an independent assessment of the Board, Board Committees and individual Directors’ performance. The independent BEE comprised of a comprehensive, multi-dimensional assessment, covering the following areas: Framework and Areas of Insight Methodology Decision process and culture • Overall Board culture • Interpersonal dynamics • Decision-making style • Decision-making process • Customised questionnaire covering various quantitative and qualitative aspects of Board effectiveness, and Individual Style Profile (ISP) culture survey completed by all Directors • One-on-one discussions with all Directors and selected members of the Executive Leadership Team (ELT) and Senior Management who regularly interfaces with the Board • Benchmarking with peer companies, industry standards and global best practices • Tabling of the independent BEE Report to the BNRC and the Board to review and discuss the findings and recommendations Individual assessment • Individual engagement • Individual contribution and competencies • Director development plans External benchmarking • Comparative benchmarking with peers • Gap analysis against best practices Collective functioning • Role of the Board • Board structure • Board composition • Director interactions • Working dynamics • Committee performance • Succession oversight • Stakeholder and shareholder management Datuk Abu Huraira Abu Yazid Liza Mustapha Wan Shamilah Wan Muhammad Saidi For more information on the MISC Board Charter and Board Diversity Policy, please refer to MISC’s corporate website at www.miscgroup.com. For more information on the MISC Directors’ Fit and Proper Policy, please refer to MISC’s corporate website at www.miscgroup.com.
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