CORPORATE GOVERNANCE OVERVIEW STATEMENT GOVERNANCE Matters reserved for the Board are clearly defined in the MISC LOA, which provides a clear demarcation between the responsibilities of the Board and Management. Board-reserved matters are generally divided into three categories: 1. Statutory decisions for MISC based on regulatory and statutory requirements; 2. Strategic decisions for MISC Group; and 3. Operational decisions for MISC Group that are of high importance and value. To facilitate an effective and efficient discharge of the Board’s duties and responsibilities, the Board is complemented by three Board Committees, namely the Board Audit Committee (BAC), the Nomination & Remuneration Committee (NRC) and the Board Governance & Risk Committee (BGRC). All three Board Committees operate under their respective Terms of Reference. Nevertheless, the Board is ultimately accountable and responsible for the affairs and business of MISC. The BAC provides oversight on the financial reporting process and internal control framework and policies as well as MISC’s Whistleblowing Policy, whistleblowing management process and actions thereon. The NRC provides oversight on Board performance, Board composition and diversity, Directors’ skills and experience, Directors’ induction and continuous training programmes, remuneration of Directors, Senior Management and employees, and succession planning for the Board and Senior Management. The BGRC provides oversight on the risk management framework, policies and process as well as the sustainability strategy, whilst also monitoring governance practices and ensuring effectiveness of the compliance and ethics strategy. For more information on the Board Committees, please refer to their respective reports on pages 249 to 256 (for the NRC), pages 257 to 265 (for the BAC) and pages 266 to 270 (for the BGRC) of this Integrated Annual Report. Board Composition and Diversity The MISC Board comprises a majority of Independent Directors, in line with the MMLR and the MCCG. The Board composition promotes diversity and enables various perspectives to be considered, which facilitates the making of informed decisions and the stewardship of the Company. The Board recognises the need for it to strategically evolve as a dynamic Board in accordance with the strategic direction of the Company. Hence, the Board actively reviews its composition to ensure it has the right balance of independence and diversity to effectively discharge its collective responsibilities and to implement the necessary succession plans. As at 2 March 2022, the Board composition is as follows: Name of Directors Age Gender Nationality/Ethnicity Date of Appointment Tenure (Years, “Y”) (Months, “M”) Independent Non-Executive Directors (representing minority shareholders) Datuk Abu Huraira Abu Yazid (Chairman) 68 Male Malaysian/Malay 9 October 2020 1Y 4M Dato’ Sekhar Krishnan 66 Male Malaysian/Indian 15 January 2015 7Y 1M Dato’ Ab. Halim Mohyiddin 76 Male Malaysian/Malay 15 January 2015 7Y 1M Datuk Nasarudin Md Idris 66 Male Malaysian/Malay 23 February 2017 5Y Dato’ Rozalila Abdul Rahman 60 Female Malaysian/Malay 1 August 2018 3Y 7M Datin Norazah Mohamed Razali 51 Female Malaysian/Malay 9 October 2020 1Y 4M Mohammad Suhaimi Mohd Yasin 61 Male Malaysian/Malay 9 October 2020 1Y 4M Chew Liong Kim 66 Male Malaysian/Chinese 1 September 2021 6M Dato’ Tengku Marina Tunku Annuar 59 Female Malaysian/Malay 1 January 2022 2M Non-Independent Non-Executive Directors (representing the major shareholder) Liza Mustapha 51 Female Malaysian/Malay 1 July 2017 4Y 8M Mohd Yusri Mohamed Yusof 55 Male Malaysian/Malay 7 December 2017 4Y 2M Executive Director (representing Management) Datuk Yee Yang Chien 54 Male Malaysian/Chinese 1 January 2015 7Y 2M Key facts: • Majority of the Board members are Independent Non-Executive Directors (75.0%). • Gender diversity ratio of 33.3% women on the Board. • Separate positions of Chairman and CEO. • Tenure of Independent Non-Executive Directors do not exceed 9 years. • The re-election of Board members is done annually on a rotation basis in line with the Companies Act 2016 and the MMLR. Each Director is expected to devote sufficient time to the Company in carrying out their duties and responsibilities. The Chairman will be notified before the Directors accept any new directorship outside the Group. The notification would include an indication of the time commitment required for the new appointment. In accordance with the MMLR, none of the Board members hold more than five directorships in listed companies. MISC Berhad 230 Integrated Annual Report 2021 MISC Berhad Integrated Annual Report 2021 231
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