MISC BERHAD INTEGRATED ANNUAL REPORT 2025 08 09 10 01 02 03 04 05 06 07 12 13 SEC 11 GOVERNANCE 10 212 www.miscgroup.com 213 www.miscgroup.com #deliveringProgress BOARD SUSTAINABILITY & RISK COMMITTEE REPORT Datin Norazah Mohamed Razali Chairperson Board Sustainability & Risk Committee The Committee plays an active role in supporting the Board’s oversight of sustainability and risk matters, with a focus on how ESG considerations shape the Group’s strategy and long-term direction. During the year, the Committee reviewed key sustainability-related risks and opportunities, including climaterelated factors that may affect the Group’s operations, performance and future positioning. These deliberations underpin the Group’s assessment of its readiness to manage transition and physical climate risks, while supporting the identification of opportunities arising from decarbonisation, regulatory developments and evolving market expectations, thereby enabling a disciplined and forward‑looking decision‑making. Dear Valued Shareholders, The Board Sustainability & Risk Committee (BSRC), formerly known as Board Governance & Risk Committee, was established on 1 January 2021 to enhance oversight on risk management matters and enable more effective anticipation and reaction in managing events and trends that could lead to disruptive changes to MISC’s business model. The scope of the BSRC encompasses governance, compliance and ethics, sustainability as well as health, safety, security and environment (HSSE). This report provides shareholders with insights into the BSRC’s activities throughout the year under review. It further explains the manner in which the BSRC discharged its functions for the Group. COMPOSITION AND MEETING ATTENDANCE The BSRC comprises four (4) members, all of whom are Independent Non-Executive Directors. In line with the Malaysian Code on Corporate Governance (MCCG), the BSRC’s Terms of Reference (TOR) requires a majority of the BSRC members to be Independent Directors. Additionally, the BSRC’s TOR specifies that at least one (1) member of the BSRC must also be a member of the Board Audit Committee (BAC) to foster a common understanding of the risk management and internal control systems and ensure co-ordination between the two (2) standing Board Committees of MISC in its risk, internal controls and governance oversight roles. As of the date of this report, the composition of the BSRC is as follows: Members Date of Appointment as BSRC Member Datin Norazah Mohamed Razali Chairperson Independent Non-Executive Director 1 January 2021 Chew Liong Kim Member Senior Independent Non-Executive Director 15 January 2024 Mohammad Suhaimi Mohd Yasin Member Independent Non-Executive Director 1 January 2021 Dato’ Tengku Marina Tunku Annuar Member Independent Non-Executive Director 1 April 2022 The BSRC met nine (9) times in 2025, with the BSRC Chairperson and all members in attendance for all meetings. The President & Group CEO attends the BSRC meetings to facilitate discussions, as well as to provide the appropriate information and advice on relevant matters for the BSRC. FOCUS AREAS FOR 2026 The BAC remains committed to strengthening climate-related disclosures to enhance transparency and accountability in managing the environmental impact. As regulatory requirements evolve, the BAC will oversee the Group’s continued alignment with the International Sustainability Standards Board (ISSB) standards issued under the IFRS Foundation to ensure consistent, robust and compliant sustainability reporting. As sustainability and accounting standards continue to converge, the BAC will oversee the integration of climate-related considerations into the Group’s financial reporting and disclosure processes. This includes monitoring the implementation of relevant reporting requirements and ensuring that climate-related risks and opportunities, as overseen by the Board Sustainability & Risk Committee, are appropriately reflected, measured and disclosed in accordance with applicable sustainability and accounting standards. The BAC will continue to place emphasis on system governance, particularly in relation to changes to internal controls arising from the implementation of new systems, including the finance transformation system, the human resource system, and the digitalisation of the third-party risk management system. This oversight aims to ensure compliance with applicable regulatory requirements, the effectiveness of internal controls, and the continued integrity and reliability of the Group’s financial reporting. CHEW LIONG KIM Chairman Board Audit Committee BOARD AUDIT COMMITTEE REPORT
RkJQdWJsaXNoZXIy NDgzMzc=