MISC BERHAD INTEGRATED ANNUAL REPORT 2025 08 09 10 01 02 03 04 05 06 07 12 13 SEC 11 GOVERNANCE 10 204 www.miscgroup.com 205 www.miscgroup.com #deliveringProgress BOARD NOMINATION & REMUNERATION COMMITTEE REPORT Board Effectiveness Evaluation • Reviewed and endorsed the results of the BEE FY2024 and Proposed Action Plans, and monitored the progress of the Action Plans. • Reviewed and endorsed the proposed engagement of an Independent Consultant to facilitate the BEE for FY2025. • Reviewed and endorsed the Board KPIs for FY2026. Training and Development • Reviewed and endorsed topics for the MISC Group Directors’ Training and MISC Bite-Sized Directors’ Trainings in FY2025. • Received updates on MISC’s Human Resource Development Corporation (HRDC) fund utilisation and implementation of 1:3 Internship Policy introduced by TalentCorp Malaysia. Strategy and Governance • Reviewed and endorsed the revised Terms of Reference (TOR) for the BNRC. • Deliberated the proposed establishment of a foundation as a strategic vehicle to advance MISC’s broader nation-building aspirations. Annual Reporting • Reviewed and endorsed the disclosures in the BNRC Report, AGM Notice and Agenda for the 2024 Integrated Annual Report. SUMMARY OF THE BNRC’S WORK IN 2025 (Cont’d) FOCUS AREAS FOR 2026 The BNRC will continue to provide oversight of the matters within its mandate. In 2026, key areas of focus will include, among others, the HR Division’s transformation initiative which is designed to elevate HR maturity and strengthen alignment with the enterprise’s strategic goals and objectives. This initiative seeks to enable the HR Division to deliver value-driven outcomes that support the Company’s execution of the MISC 2030 Ambition, while fostering a positive and consistent employee experience across the Group. The BNRC remains fully committed to adopting best practices, upholding corporate governance standards and ensuring smooth, strategic, and purpose-aligned leadership transitions to achieve the Company’s overall vision. In 2026, the appointment of a new Chairman and the ongoing review of Board and Board Committee composition underscores the BNRC’s role in succession planning and placing effective guardrails for smooth leadership continuity. These efforts shall be complemented by a comprehensive talent development plan to preserve the vitality, strength and dynamism of the Company’s leadership as it navigates evolving organisational needs and a sustainable future. DATO’ TENGKU MARINA TUNKU ANNUAR Chairperson Board Nomination & Remuneration Committee BOARD AUDIT COMMITTEE REPORT The Board Audit Committee (BAC) was established on 28 June 1993 with the objective of assisting the Board in its oversight role to help ensure effective financial management and financial accounting, internal control systems, as well as the whistleblowing policy and management processes of the Group. This report provides shareholders with insights into the BAC’s activities throughout the year under review. It further explains the manner in which the BAC discharged its functions for the Group. COMPOSITION AND MEETING ATTENDANCE The BAC comprises three (3) members, the majority of whom are Independent Non-Executive Directors (INEDs) of the Company. The current composition of the BAC and qualifications of its members comply with Paragraph 15.09(1) of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities) which requires at least one (1) member of the BAC to be a qualified accountant. As at the date of this report, the composition of the BAC is as follows: Members Date of Appointment as BAC Member Chew Liong Kim Chairman Senior Independent Non-Executive Director 1 January 2022 (Re-designated as Chairman on 15 January 2024) Mohammad Suhaimi Mohd Yasin Member Independent Non-Executive Director 15 January 2024 Wan Shamilah Wan Muhammad Saidi Member Non-Independent Non-Executive Director 15 January 2024 The BAC Chairman, Chew Liong Kim, and Wan Shamilah Wan Muhammad Saidi are qualified accountants. Chew Liong Kim is a member of the Malaysian Institute of Accountants (MIA) and a Fellow Chartered Accountant (FCA) of the Chartered Accountants Australia and New Zealand. Wan Shamilah Wan Muhammad Saidi is a Fellow of Institute of Chartered Accountants in England & Wales (ICAEW) and a member of MIA. The BAC also considers continuous learning of relevant accounting, auditing and regulatory developments to be essential in supporting effective audit oversight. Accordingly, during the year, the BAC members attended a range of training programmes addressing reporting standards, regulatory initiatives and compliance matters affecting the Group’s financial reporting and assurance environment. While individual members may attend different programmes based on relevance and availability, the BAC is satisfied that it has, as a whole, maintained an adequate level of awareness of advancements in accounting standards, auditing practices and related regulatory requirements, enabling it to effectively oversee the Group’s financial reporting process, internal controls and audit functions. Chew Liong Kim Chairman Board Audit Committee The Committee remains steadfast in its commitment to safeguarding the integrity, transparency and long-term sustainability of the Group. In this context, the Committee will continue to exercise diligent oversight over the Group’s financial reporting, internal controls, risk management and assurance activities. Further, the Committee acknowledges that, in an increasingly complex global environment market marked by regulatory evolution, technological disruptions and heightened shareholder expectations, its responsibilities have expanded beyond traditional financial oversight. This expansion necessitates refinement to its oversight emphasis on related aspects including governance, digital assurance and enterprise-wide risk stewardship. Accordingly, the Committee maintains a zero tolerance stance on financial misstatement, control lapses or ethical breaches. Dear Valued Shareholders,
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