CORPORATE GOVERNANCE OVERVIEW STATEMENT GOVERNANCE Board Meetings and Access to Management, Company Secretaries, Information and External Experts Board of Directors’ meetings together with tentative agendas are scheduled in advance of any new financial year to enable Directors to plan and fit the year’s meetings into their schedules. The Board meets on a quarterly basis and additional meetings are held as and when required. The tentative agendas include matters reserved for the Board such as the annual budget and business plan, financial performance review, major investments and financial decisions and other strategic matters including changes or implementation of key policies and procedures and delegation of authority limits. MISC Board / Board Committees’ Focus Areas in 2021 Project Execution • Monitor the progress of projects currently under construction and focus on delivering them into operations and converting into cash generating assets. Sustainability • Monitor the progress of initiatives under the new Sustainability Strategy for 2021-2025, including our commitment towards decarbonisation, promoting the circular economy, health and safety, diversity and inclusion, and values and business ethics. • Roll-out MISC 2050, a roadmap that will chart our 30-year journey and mission in reimagining the economic and social role of MISC in a carbon-free future by year 2050. Internal Transformations • Monitor the Group’s various internal transformations to strengthen processes in finance, procurement and document management, which will underpin the digitalisation of processes. Risk Management • Review and monitor the impact of the pandemic to MISC Group together with the necessary mitigation plans. • Review risk assessments for projects, tenders and transactions. Succession Planning • Search for new Independent Directors as part of the Board renewal process and succession plan. • Oversee changes to the Management Committee members to ensure continuity. Governance • Ensure the integrity of MISC’s financial and non-financial reporting, internal controls and whistleblowing systems. • Review the new and enhanced practices of the MCCG 2021 and the action plan for implementation. To avoid any conflict of interest, all Board members declare their interests where applicable at all Board meetings. All Board members complied with the minimum attendance requirement of at least 50% of the Board meetings held during the financial year pursuant to Paragraph 15.05(3)(c) of the MMLR. The following is a summary of the AGM, Board and Board Committees’ meetings attendance in 2021: Name of Directors Meeting Attendance in 2021 AGM Board of Directors Board Audit Committee Board Governance & Risk Committee Nomination & Remuneration Committee Datuk Abu Huraira Abu Yazid (Chairman) 1/1 11/11 – – – Dato’ Sekhar Krishnan (BAC Chairman) 1/1 11/11 5/5 10/10 – Datuk Nasarudin Md Idris (NRC Chairman) 1/1 11/11 5/5 – 6/6 Datin Norazah Mohamed Razali (BGRC Chairman) 1/1 11/11 – 10/10 – Dato’ Ab. Halim Mohyiddin 1/1 11/11 – 10/10 – (1) Lim Beng Choon 1/1 8/8 4/4 – 4/4 Dato’ Rozalila Abdul Rahman 1/1 11/11 – – 6/6 Mohammad Suhaimi Mohd Yasin 1/1 11/11 – 10/10 – (2) Chew Liong Kim – 3/3 – – – Liza Mustapha 1/1 10/11 3/5 – – Mohd Yusri Mohamed Yusof 1/1 11/11 – – 5/6 (3) Dato’ Tengku Marina Tunku Annuar – – – – – Datuk Yee Yang Chien (President/Group CEO) 1/1 11/11 ------- Invitee ------- (1) Mr. Lim Beng Choon retired as Independent Non-Executive Director of MISC and ceased his memberships of the BAC and NRC on 15 August 2021. (2) Mr. Chew Liong Kim was appointed as Independent Non-Executive Director of MISC on 1 September 2021. Subsequently, he was appointed as BAC member on 1 January 2022. (3) Dato’ Tengku Marina Tunku Annuar was appointed as Independent Non-Executive Director of MISC on 1 January 2022. The Directors have direct access to Management and unrestricted access to any information relating to the Company and the Group in discharging their duties. Where necessary, Management presentations and briefings are held before or during Board meetings to provide clarity to the Board members before they deliberate on matters tabled for approval. Distribution of Board papers and other relevant information is done electronically as it enhances efficiency and enables the Directors to access the information at their convenience. The Board is also supported by qualified and competent Company Secretaries who provide sound advice on governance, ensure adherence to rules and procedures, and advocate the adoption of CG best practices. Encik Ausmal Kardin, the Vice President, Legal, Corporate Secretarial and Compliance, is the Company Secretary of MISC Berhad. Pn. Noridah Khamis, the General Manager, Legal, Offshore Business, is the Joint Company Secretary of MISC Berhad. MISC Berhad 234 Integrated Annual Report 2021 MISC Berhad Integrated Annual Report 2021 235
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