MISC Integrated Annual Report 2020

Meetings The BGRC is scheduled to meet every quarter to review and deliberate the Enterprise Risk Management matters, emerging risk updates, compliance and ethics updates, sustainability strategy updates and other relevant matters within the BGRC’s TOR. Additional meetings are convened as and when required. The BGRC convened its inaugural meeting on 9 February 2021 after it was established. The President/Group CEO attends the BGRC meetings to facilitate the discussion, as well as to provide the appropriate information and advice on relevant matters for the BGRC. BGRC meetings together with the tentative agendas are scheduled in advance of any new financial year to allow the BGRC members to plan ahead and incorporate the year’s meetings into their respective schedules. The agenda and meeting papers are distributed to the BGRC 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 BGRC meetings are duly recorded in the minutes and properly kept by the Company Secretary. Functions of the BGRC i. Risk Management Matters pertaining to risk management which were previously under the purview of the BAC, will fall within the scope of the BGRC, which will act as a sounding board to Management and perform a deep dive and challenge on risk matters. The BGRC shall review, evaluate, report and make the appropriate recommendations to the Board on the following matters: (a) Adequacy and effectiveness of MISC’s Risk Management Framework and the on-going activities (including reports on key strategic and business risks as well as environmental, social and governance risks) for identifying, evaluating, monitoring and mitigating risks; (b) Enterprise Risk Management Risk Register to ensure that appropriate systems and processes are in place to effectively monitor and manage the identified risks; (c) Risk assessments conducted by the Risk Management Committee or the Project Risk Assessment Sub-Committee, on business proposals and new initiatives; (d) Determination of MISC’s level of risk tolerance; and (e) Any other matters as defined by the Board or Board Committees. ii. Governance The BGRC will review, evaluate, report and make appropriate recommendations to the Board on the determination of MISC’s governance structure in alignment with MISC’s business strategy. The BGRC will also monitor good governance practices across the Group to ensure consistency with the Board’s risk appetite, guided by applicable laws and regulations. iii. Compliance and Ethics The BGRC is tasked with reviewing and making the appropriate recommendations to the Board on the adequacy and effectiveness of MISC’s Compliance and Ethics strategy and objectives to continuously embed a culture of strong corporate governance, business ethics and conduct within the organisation, through a management framework for business and operations to develop, manage and maintain the governance required, including continuous enhancement and monitoring to meet and sustain the compliance strategy and objectives across the MISC Group. iv. Sustainability As sustainability is a key feature of MISC’s long term strategy, the Board considers sustainability to be of paramount importance when determining the Board agenda. Hence, the BGRC has been identified as the custodian for MISC’s sustainability initiatives. The BGRC shall have oversight on ESG matters, including climate change, health and safety, and cybersecurity. The BGRC will review, evaluate, report and make appropriate recommendations to the Board on the determination of MISC’s sustainability strategy in alignment with MISC’s business strategy. DATIN NORAZAH MOHAMED RAZALI Chairman Board Governance and Risk Committee Provide oversight on the risk management policies, framework and process. Determine the governance structure and monitor good governance practices. Ensure effectiveness of the compliance and ethics programme. Determine the sustainability strategy. RISK MANAGEMENT GOVERNANCE COMPLIANCE AND ETHICS SUSTAINABILITY BGRC Functions To review, evaluate, report and make appropriate recommendations to the MISC Board on the following matters: BOARD GOVERNANCE AND RISK COMMITTEE REPORT /////// Business Review / Leadership / Governance / Financial Statements / Additional Information / MISC Berhad / Integrated Annual Report 2020 9 292 MISC Berhad / Integrated Annual Report 2020 9 293 / Additional Information / Financial Statements / Governance / Leadership / Business Review /////// Section Section

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