Board Skills Matrix Datuk Abu Huraira Abu Yazid Dato’ Sekhar Krishnan Dato’ Ab. Halim Mohyiddin Datuk Yee Yang Chien Datuk Nasarudin Md Idris Dato’ Rozalila Abdul Rahman Datin Norazah Mohamed Razali Mohammad Suhaimi Mohd Yasin Chew Liong Kim Dato’ Tengku Marina Tunku Annuar Mohd Yusri Mohamed Yusof Liza Mustapha Finance & Audit • • • • • • • Economics • • • • Risk Management • • • • • • • • • • Corporate Planning • • • • • • • • • • • • Marketing • • • • • • Operations • • • • • Corporate Governance • • • • • • • • • • • • Human Resource • • • • Information Technology • Engineering • Legal & Regulatory • • ESG • Strategic Communication • CORPORATE GOVERNANCE OVERVIEW STATEMENT GOVERNANCE The Board believes that diversity in the Board composition is essential for good governance and a productive Board. The Board is of the view that each Director should be evaluated and/or appointed based on his or her merits with due consideration given to diversity, as stated in the MISC Board Diversity Policy, which forms part of the MISC Board Charter. The Company is fully committed to meet the MCCG recommendation for the Board to comprise at least 30% women directors. Following the appointment of Dato’ Tengku Marina Tunku Annuar as an Independent Non-Executive Director of MISC effective 1 January 2022, the gender diversity ratio of women directors of the Company improved to 33.3%. For more information on the Board members, please refer to their respective profiles on pages 202 to 213 of this Integrated Annual Report. Demarcation of Responsibilities at the Board Level Chairman • Leads the Board and ensures the Board fulfils its obligations to the Company effectively. • Sets the agenda, style and tone of Board discussions to promote constructive debate and effective decision-making. • Instils and monitors good CG practices and chairs all Board and shareholders’ meetings. • Has the discretion to determine whether additional Board Committees are required to support the Board’s role. • The MISC Board Charter provides that the Chairman of the Board shall not be a member of any MISC Board Committees. President/Group CEO • Leads the overall operations of the business and organisational effectiveness, with the support of the Management Committee. • Coordinates the development and implementation of policies and business strategies, as guided and approved by the Board. • Develops and translates policies and business strategies into a set of manageable goals and priorities based on effective risk management controls for business operations, investments and other activities. • Ensures that financial management practices are performed with the highest level of integrity and transparency in the interest of the Company’s stakeholders. • Ensures that the business and affairs of the Company are carried out in an ethical manner and in compliance with the relevant laws and regulations. Senior Independent Director • Sounding board for the Chairman of the Board. • Intermediary for other Directors and/or Chairman when necessary. • Point of contact for shareholders and other stakeholders on areas which cannot be resolved through normal channels of contact with the Chairman or President/Group CEO. • Executes such other roles as designated by the Board from time to time. Any issues relating to the Group that requires the attention of the Senior Independent Director can be directed to his email address at sekhar@miscbhd.com or the following address: Dato’ Sekhar Krishnan Senior Independent Director MISC Berhad Level 25, Menara Dayabumi Jalan Sultan Hishamuddin 50050 Kuala Lumpur Independent Non-Executive Directors • Provides independent views and advice so that the strategies and initiatives proposed by Management are open to constructive challenges to uphold the long-term interest of the Group, taking into consideration the interest of stakeholders, including the minority shareholders. • Based on the criteria on Independent Non-Executive Directors (INEDs) pursuant to the MMLR, the nine INEDs, including the Chairman, are independent of Management and free from any business or other relationships that could materially interfere with the exercise of their independent judgement. • Pursuant to the MISC Board Charter, the INEDs are subject to a nine-year limit on their tenure in MISC without further extension. To-date, none of MISC’s INEDs have exceeded the nine-year limit on their tenure. Non-Independent Non-Executive Directors • Provides input from the major shareholder’s perspective so that the strategies and initiatives proposed by Management are aligned with the major shareholder’s positioning for the group whilst balancing the interest of other stakeholders. MISC Berhad 232 Integrated Annual Report 2021 MISC Berhad Integrated Annual Report 2021 233
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