MISC BERHAD INTEGRATED ANNUAL REPORT 2025 08 09 10 01 02 03 04 05 06 07 12 13 SEC 11 GOVERNANCE 10 200 www.miscgroup.com 201 www.miscgroup.com #deliveringProgress BOARD NOMINATION & REMUNERATION COMMITTEE REPORT BOARD NOMINATION & REMUNERATION COMMITTEE REPORT Overall, the independent BEE for the financial year (FY) 2025 yielded positive feedback, with several key strengths of the MISC Board identified. These include the Board’s professionalism and effectiveness, the Chairman’s strong leadership, the Board’s diversity of perspectives and continued commitment to training and development. The recommended areas of opportunity to further strengthen the Board’s effectiveness in guiding MISC toward the achievement of its long-term strategic objectives include ongoing attention to the Board’s overall stability and continuity, supported by robust succession planning, enhancements of Board materials, and greater emphasis on long-term strategic direction. As part of the BEE, and in accordance with the Directors’ COI Review Procedures for the MISC Group, the BNRC considered the consolidated outcomes of the assessments set out in the relevant sections of this Report, together with the individual annual declarations of interest and the confirmations by the respective INEDs on their continuing independence. Based on the outcome of the BEE, the BNRC was satisfied that all INEDs continued to meet the independence criteria prescribed under Paragraph 1.01 of the MMLR. The BEE also included an evaluation of the performance of the Board Audit Committee (BAC), and the BNRC was satisfied that the BAC had discharged its duties and responsibilities in accordance with its TOR, with no adverse findings arising from the BEE or the annual assessments conducted. iii. Senior Management - Appointment and Succession Planning Effective 1 January 2025, the ELT has been established to replace the Management Committee. The refreshed management structure enhances accountability, transparency, and agility across the Group. The BNRC is responsible for making appropriate recommendations to the Board regarding the appointment or renewal of contracts of employment of the President & Group CEO and ELT members of the Company, taking into account the strategy and long-term succession planning of the ELT composition. During the year under review, having conducted all relevant reviews and assessments, the BNRC deliberated and recommended the following changes to the ELT composition: Zahid Osman Transitioned out of the interim role following the appointment of Vice President, Petroleum & Products Nick Potter Appointed as Vice President, Petroleum & Products Alexander James Brigden Expiry of term as Vice President, Offshore in January 2026 The BNRC also has the responsibility for ensuring appropriate succession planning for ELT members. The following is a brief illustration of the succession planning approach and process adopted by MISC Group: Identify Critical Positions Critical positions across the Group are identified based on the following criteria: • Impact on business results • Business continuity/sustaining the business • Uniqueness of role requirements/scarcity of talent Identify Potential Successors Potential successors are drawn primarily from the General Manager and Senior Manager talent pool. Candidates are nominated and assessed by the Leadership Team using four (4) criteria: • Achievement - Sustainability and consistency of performance • Ability - Competence to deliver successfully in-role • Agility - Adaptability, traits and values to navigate change • Aspiration - Passion, tenacity and commitment to self and the organisation ELT Deliberation, Selection and Readiness Mapping Shortlisted candidates are deliberated and endorsed by the ELT based on: • Capabilities - Leadership and functional competencies • Contribution - Performance outcomes, key achievements and results orientation • Cultural Fit - Demonstration of cultural beliefs, career motivations and personal aspirations Selected successors are then mapped to a maximum of three (3) critical positions and assigned readiness levels: • R1 - Ready now • R2 - Ready within 12 months • R3 - Ready between 12 and 24 months • R4 - Ready within 36 months Individual Development Planning and Readiness Acceleration For each identified successor, an Individual Development Plan (IDP) is developed to systematically close capability gaps and accelerate readiness for targeted ELT roles. Development interventions are structured based on the 70–20–10 framework: • 70% On-the-job/experiential learning Stretch assignments, role rotations, project leadership, cross-functional exposure and shadowing to build real-time leadership maturity • 20% Coaching & exposure Mentoring by ELT members, executive coaching, structured feedback and exposure through leadership forums • 10% Formal learning Targeted leadership programmes, certifications and development workshops To ensure effectiveness and consistency, the IDPs are also aligned to the People Development Committee (PDC) governance and development agenda, including: • matching successors to approved PETRONAS Leadership Centre (PLC) programmes and interventions; and • ensuring appropriate investments and pathways to accelerate development needs and readiness timelines, particularly for R2/R3 successors.
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