MISC BERHAD INTEGRATED ANNUAL REPORT 2025 08 09 10 01 02 03 04 05 06 07 12 13 SEC 11 GOVERNANCE 10 202 www.miscgroup.com 203 www.miscgroup.com #deliveringProgress BOARD NOMINATION & REMUNERATION COMMITTEE REPORT BOARD NOMINATION & REMUNERATION COMMITTEE REPORT iv. Directors’ and Senior Management Remuneration The BNRC assists the Board in overseeing the Company’s remuneration framework. In May 2025, the BNRC reviewed and recommended the revision of MISC’s Remuneration Framework for Non-Executive Directors, which was subsequently approved by the MISC Board. The revised Directors' Remuneration Framework is based on the updated PETRONAS’ Guidelines on Remuneration for PETRONAS Public Listed Companies Non-Executive Directors (NEDs). In benchmarking against comparable public listed companies and prevailing best practices, the BNRC noted the current fee structure for NEDs of MISC remains reasonably competitive. Accordingly, and following the BNRC’s recommendation, the Board has resolved to maintain the existing fee structure. The Directors’ fees proposed for shareholders’ approval at the forthcoming 57th AGM are therefore based on the current fee structure as set out below. Monthly retainer fee Attendance allowance per meeting Board Board Audit Committee Board Nomination & Remuneration Committee Board Sustainability & Risk Committee Chairman RM24,000 RM3,500 RM3,500 RM3,500 RM3,500 Member RM12,000 INEDs are entitled to fuel/electric vehicle charging allowance of RM6,000 per annum and Directors’ and Officers’ Insurance coverage of up to RM1.29 billion per occurrence and in the aggregate. The Chairman is also entitled to a company car and driver allowance of RM31,150 per annum. The Directors’ fees and meeting allowances for NINEDs, who are employees of PETRONAS, are paid directly to PETRONAS. The presence and participation of the NINEDs, who are employees of PETRONAS, give the Board a deeper insight into PETRONAS’ operations and direction. The remuneration package for the Executive Director of MISC is balanced between fixed and performance-linked elements. A portion of the Executive Director’s remuneration package is variable in nature and is KPI-based, which includes the Group’s performance. An Executive Director is not entitled to receive Directors’ fees or meeting allowance. v. Company and President & Group CEO Performance Appraisal The Company’s performance against the FY2025 Balanced Scorecard was deliberated by the BNRC. The performance appraisal covered the following scorecard dimensions, whereby specific ratings were given to each dimension based on “Minimum”, “Base” or “Stretch” achievements: Based on the Company’s performance against the FY2025 Balanced Scorecard, the BNRC also deliberated on the individual performance of the President & Group CEO of the Company for FY2025 and made the appropriate recommendations to the Board for approval. Financial Health, Safety, Security, Environment (HSSE) & Sustainability People Development and Ethics Strategic Initiatives Operations vi. Directors’ Training The BNRC recognises the critical importance of continuing training and development of the Directors to ensure that they are well-equipped with the necessary skills and knowledge. Throughout the year under review, the BNRC played a pivotal role in assisting the Board by evaluating and reviewing a range of training topics. These topics were specifically curated to ensure that Directors remain up to date with current issues and are equipped with the relevant knowledge to effectively discharge their roles. In support of the ongoing development and effectiveness of the Board, bite-sized learning sessions were introduced during the year under review. These sessions were designed to provide concise, focused and targeted learning on topics relevant to the Board’s roles and responsibilities as well as other areas of current interest. This commitment to continuous learning ensures that the Board can navigate the complexities of the business environment and make informed decisions that contribute to the long-term success of the Company. SUMMARY OF THE BNRC’S WORK IN 2025 During the year under review, the BNRC discharged its functions and duties through the following activities: Board Membership • Reviewed and recommended the eligible Directors who are standing for re-election at the AGM. Succession Planning • Reviewed and endorsed the MISC Board and Board Committees composition. • Reviewed and endorsed the engagement of external consultant for Board search exercise. • Interviewed the shortlisted Board candidates during the Board search exercise. • Reviewed and endorsed the ELT succession planning. Performance Management and Remuneration • Reviewed and endorsed the Group’s FY2024 Balanced Scorecard (BSC) results and FY2026 BSC (KPI setting), and monitored progress updates of the FY2025 BSC. • Reviewed and endorsed the reward programme for Appraisal Year 2024, including that of the President & Group CEO. • Reviewed and endorsed the Long Term Incentive Plan (LTIP) performance achievements for FY2024 and monitored updates on the Realignment Plan for the MISC LTIP. • Reviewed and endorsed the ELT performance for Appraisal Year 2024. • Reviewed and endorsed the proposed Human Capital Management System. • Received updates on the Minimum Wage and Living Wage for MISC. • Reviewed and endorsed the revised Remuneration Framework for NEDs of MISC and deliberated the Special Fee for International NEDs. • Reviewed HR/People related cases. For more information on the training programmes attended by the Directors, please refer to pages 183 to 188 of the Corporate Governance Overview Statement of this Integrated Annual Report. For more information on the MISC Remuneration Framework for Non-Executive Directors, please refer to MISC’s corporate website at www.miscgroup.com.
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