MISC Integrated Annual Report 2020

Dear Shareholders, In compliance with Paragraph 15.08A of the MMLR of Bursa Securities, the Nomination Committee (NC) and Remuneration Committee (RC) were established on 6 May 2011. Effective 1 January 2013, the NC and RC were combined and became the NRC. Composition The NRC comprises of four members, all of whom are Non-Executive Directors, and a majority of whom are Independent Directors, which complies with the requirements of the MMLR and the MCCG 2017. As at the date of this report, the composition of the NRC is as follows: Members Date of appointment as NRC Member DATUK NASARUDIN MD IDRIS Chairman Independent Non-Executive Director 20 April 2017 (Re-designated as Chairman on 1 September 2017) LIM BENG CHOON Member Independent Non-Executive Director 1 September 2017 MOHD YUSRI MOHAMED YUSOF Member Non-Independent Non-Executive Director 7 December 2017 DATO’ ROZALILA ABDUL RAHMAN Member Independent Non-Executive Director 9 December 2019 Terms of Reference The NRC is governed by its own Terms of Reference (TOR), which is consistent with the requirements of the MMLR and best practices of the MCCG 2017. The NRC’s TOR was recently revised on 1 January 2021. For more information on the NRC’s TOR, please refer to MISC’s corporate website at www.misc.com.my. Meetings The NRC met eight times in 2020. Details of each NRC member’s attendance are as follows: Name of member Number of meetings attended in 2020 Datuk Nasarudin Md Idris 8/8 Lim Beng Choon 8/8 Mohd Yusri Mohamed Yusof 8/8 Dato’ Rozalila Abdul Rahman 7/8 The President/Group CEO attends the NRC meetings to facilitate the discussion, as well as to provide the appropriate information and advice on relevant matters for the NRC. NRC meetings together with the tentative agendas are scheduled in advance of any new financial year to allow the NRC members to plan ahead and incorporate the year’s meetings into their respective schedules. The agenda and meeting papers are distributed to the NRC members via a secured collaborative software, which eases the process of distribution of meeting papers and minimises leakage of sensitive information, as well as enabling the Directors to have access to the papers electronically, anytime and anywhere. All proceedings of the NRC meetings are duly recorded in the minutes and are properly kept by the Company Secretary. NOMINATION AND REMUNERATION COMMITTEE REPORT Process Flow for Appointment of Directors Mandatory Accreditation Programme (if applicable), Continuous Training and Annual Performance Assessment On-boarding Session for new Director Table proposed appointment of Director to MISC Board for approval Deliberation by the NRC on suitability of the candidate The NRC interviews shortlisted candidates Assess (including conduct of background checks) and shortlist potential candidates in consultation with the NRC Management initiates search for candidates Company Secretary to seek PETRONAS’ nomination of the new Board representative NRC develops the selection criteria, i.e. competencies and attributes required Refer to HRM Succession Plan for Management Committee Positions Board Vacancy: Independent Director Circumstances giving rise to a Board Vacancy Board Vacancy: Non-Independent Non-Executive Director Board Vacancy: Executive Director Functions of the NRC and related activities in FY2020 i. Board membership - Appointment/re-election of Directors and succession planning The NRC has the responsibility for ensuring appropriate succession planning of Directors and for reviewing the Board’s required mix of skills and experience, which includes reviewing the tenure of Independent Directors on the Board and proposals for re-appointment or re-election. The nomination of new Board members follows the following Board appointment process: /////// Business Review / Leadership / Governance / Financial Statements / Additional Information / MISC Berhad / Integrated Annual Report 2020 9 276 MISC Berhad / Integrated Annual Report 2020 9 277 / Additional Information / Financial Statements / Governance / Leadership / Business Review /////// Section Section