Monitoring & Assurance Compliance Management Framework • Anti-Bribery Management System (ABMS) – ISO 37001 in place • Develop and monitor Business Segments / Service Units Compliance KPI • Regulatory Compliance Programme • Compliance Risk Management • Management of whistleblowing channels and cases • Management of employee conflict of interest declarations and risk mitigations • Compliance management and review (compliance initiatives and action plans, procedures and improvement activities) • Management of ISO ABMS Internal & External Audit activities • Compliance Champions role embedment Third Party Risk Management • Compliance due diligence on third parties Reporting • Quarterly reporting to BGRC and BAC, and half-yearly reporting to PETRONAS Integrity Governance Unit • Digitalisation of Compliance Monitoring and Assurance Activities For more information on MISC’s ethics and compliance initiatives in 2021, please refer to the BAC Report and BGRC Report on pages 257 to 270 of this Integrated Annual Report. For more information on MISC’s CoBE, Anti-Bribery and Corruption Manual, Whistleblowing Policy and No Gift Policy, please visit www.misc.com.my. Directors’ Remuneration The Company aims to set remuneration for Directors at levels which are sufficient to attract and retain persons of calibre to guide the Group, taking into consideration the workload and responsibilities involved. The level of remuneration for Non-Executive Directors reflects the level of responsibilities undertaken and contributions made by them. MISC’s policy for remunerating its Directors is based on the PETRONAS Public Listed Companies Non-Executive Directors’ Guidelines and Remuneration Package, details as follows: Board Chairman Retainer Fees RM240,000 per annum Board Member Retainer Fees RM120,000 per annum Attendance Fee RM3,500 per meeting Fees in respect of the Non-Independent Non-Executive Directors are paid directly to PETRONAS instead of the individual Directors. For the financial year ended 31 December 2021, details of the Directors’ remuneration (excluding the President/Group CEO) are as follows: Directors Directors’ Fees (inclusive of Annual Fees and Meeting Allowance) Benefits-in-kind (RM) Total (RM) By MISC (RM) By Subsidiaries (RM) Datuk Abu Huraira Abu Yazid 278,500.00 Nil 14,093.08 292,593.08 Dato’ Ab. Halim Mohyiddin 193,500.00 Nil Nil 193,500.00 Dato’ Sekhar Krishnan 211,000.00 Nil 2,822.13 213,822.13 Datuk Nasarudin Md Idris 197,000.00 540,655.00 4,903.92 742,558.92 Lim Beng Choon (retired as INED on 15 August 2021) 130,839.00 Nil 1,212.82 132,051.82 Dato’ Rozalila Abdul Rahman 179,500.00 Nil 3,283.39 182,783.39 Datin Norazah Mohamed Razali 193,500.00 Nil 6,000.00 199,500.00 Mohammad Suhaimi Mohd Yasin 193,500.00 Nil 4,152.53 197,652.53 Chew Liong Kim (appointed as INED on 1 September 2021) 50,500.00 Nil 123.70 50,623.70 Liza Mustapha* 165,500.00 Nil Nil 165,500.00 Mohd Yusri Mohamed Yusof* 176,000.00 Nil Nil 176,000.00 Total 1,969,339.00 540,655.00 36,591.57 2,546,585.57 * Fees paid to PETRONAS During the year under review, the President/Group CEO of MISC received a total remuneration of RM3,152,620 in salary, other emoluments and benefits-in-kind. As an Executive Director, the President/Group CEO is not entitled to Directors’ fees or any meeting attendance allowance. For more information on the remuneration structure for MISC’s Directors, please refer to the NRC Report on pages 249 to 256 of this Integrated Annual Report. CORPORATE GOVERNANCE OVERVIEW STATEMENT GOVERNANCE MISC Berhad 244 Integrated Annual Report 2021 MISC Berhad Integrated Annual Report 2021 245
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