MISC Integrated Annual Report 2020

BOARD GOVERNANCE AND RISK COMMITTEE REPORT CHAIRMAN’S REMARKS The decision by MISC’s Board to introduce the BGRC is in line with the MCCG 2017 and a logical step towards further strengthening the independence and effectiveness of MISC’s approach to risk management. It enables the Group to benefit from a more focused oversight at the Board level over all current and emerging risks. Building upon the Group’s existing risk management framework, the BGRC’s priority for the year ahead will include providing Management with guidance on specific risk events especially, in relation to the challenges brought forth from COVID-19 and the changing industry dynamics. Related to this, the BGRC will also look at how we can elevate the Board’s oversight of the sustainability agenda. This includes the impact of climate change, energy transition and the well- being of our employees and of the communities we operate in. Dear Shareholders, Having considered the merits of the MCCG 2017 Step-Up Practice, which recommends the formation of a dedicated company- wide risk oversight at the Board Committee level to enhance scrutiny on risk management matters and thus enable more effective anticipation and reaction in managing events and trends that could lead to disruptive changes to the business model, the Board has established the BGRC on 1 January 2021. In addition to matters pertaining to risk management, the scope of the BGRC will also encompass governance, compliance and ethics, and sustainability. Composition The BGRC comprises four members, all of whom are Independent Non-Executive Directors. The BGRC’s Terms of Reference (TOR) requires a majority of the BGRC members to be Independent Directors, which complies with the requirements of the MCCG 2017. At least one member of the BGRC must also be a member of the BAC in order to foster a common understanding of the risk management and internal control system and ensure co-ordination between the various standing Board Committees of MISC in its risk and governance oversight roles. As at the date of this report, the composition of the BGRC is as follows: Members Date of appointment as BGRC Member DATIN NORAZAH MOHAMED RAZALI Chairman Independent Non-Executive Director 1 January 2021 DATO’ SEKHAR KRISHNAN Member Senior Independent Non-Executive Director 1 January 2021 DATO’ AB. HALIM MOHYIDDIN Member Independent Non-Executive Director 1 January 2021 MOHAMMAD SUHAIMI MOHD YASIN Member Independent Non-Executive Director 1 January 2021 Terms of Reference The BGRC is governed by its own TOR, which is consistent with the requirements of the MMLR of Bursa Securities and best practices of the MCCG 2017. For more information on the BGRC’s TOR, please refer to MISC’s corporate website at www.misc.com.my. MISC’s Board of Directors (Board) has established the Board Governance and Risk Committee (BGRC) to oversee the Company’s risk management framework, policies and practices, as well as governance, compliance and sustainability matters, effective 1 January 2021. BGRC members are appointed by the Board from amongst its non-executive members and comprising of Independent Directors only. Datin Norazah Mohamed Razali has been appointed as the first Chairman of the BGRC. She shares the key areas the BGRC will focus on for the year ahead. The sustainability agenda will be reflected in MISC’s near term business strategy to ensure the continued growth and resilience of the Group. On a personal note, I am looking forward to the role of Chairman of the BGRC and to being part of the Group’s journey. Along with my fellow Board members, we are committed to driving the broader sustainability agenda while also proactively responding to and mitigating any risk events. DATIN NORAZAH MOHAMED RAZALI Chairman Board Governance and Risk Committee DATIN NORAZAH MOHAMED RAZALI Chairman Board Governance and Risk Committee /////// Business Review / Leadership / Governance / Financial Statements / Additional Information / MISC Berhad / Integrated Annual Report 2020 9 290 MISC Berhad / Integrated Annual Report 2020 9 291 / Additional Information / Financial Statements / Governance / Leadership / Business Review /////// Section Section