Integrated Annual Report 2021

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT Board Audit Committee (BAC) The BAC was established with the objective of assisting the Board in fulfilling its responsibilities primarily relating to financial management, financial accounting, and internal control systems of the Group. The BAC also monitors the whistleblowing management process and assesses the suitability, objectivity and independence of both the external and internal audit functions. All members of the BAC are financially literate, competent and are able to scrutinise the Company’s financial reporting process, transactions and financial information. The Terms of Reference of the BAC was revised effective 1 January 2022 to incorporate the relevant practices from the latest MCCG 2021. For more information on the BAC and how it has met its responsibilities in 2021, please refer to the BAC Report on pages 257 to 265 of this Integrated Annual Report. Board Governance & Risk Committee (BGRC) Pursuant to the MCCG Step-Up Practice, the BGRC was established on 1 January 2021 to serve as a sounding board to Management and to perform deep dive and challenge on risk matters. In addition to matters pertaining to risk management, the scope of the BGRC also encompasses governance, compliance and ethics, sustainability, and health, safety, security and environment (HSSE). The Terms of Reference of the BGRC was revised effective 1 January 2022 to incorporate the relevant practices from the latest MCCG 2021. For more information on the BGRC and how it has met its responsibilities in 2021, please refer to the BGRC Report on pages 266 to 270 of this Integrated Annual Report. Risk Management and Internal Control Framework The Board acknowledges its overall responsibility for continuous maintenance of a sound risk management framework and internal control to safeguard shareholders’ investment and the Group’s assets. Over and above the quarterly review by the BGRC on risk events, relevant risk appetite and mitigation measures at the enterprise level, the Board reviews the status of risk management activities and the updated Risk Register. The Board also ensures that all relevant project and investment risks, including the mitigation measures, are deliberated when making such decisions. Such Project Risk Assessments encompass, amongst others, project execution risks, contract management risks, counter-party risks, operations risks, country risks, and financial risks. In relation to reviewing the adequacy and integrity of the Company’s internal control systems (conducted via the BAC), the Board reviewed the reports on Related Party Transactions, Conflict of Interest oversight, Whistleblowing cases and enhanced management processes thereof, and improvements to internal controls as highlighted by the Group Internal Audit. For more information on MISC’s risk management and internal control frameworks, please refer to the BAC Report on pages 257 to 265 of this Integrated Annual Report, the BGRC Report on pages 266 to 270 of this Integrated Annual Report, as well as the Statement on Risk Management and Internal Control on pages 271 to 285 of this Integrated Annual Report. PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS Investor Relations and Engagement with Stakeholders The Board values its dialogue with the investing community, including both the institutional shareholders and private investors, to enhance investors’ understanding of the Group. MISC aims to continuously build and maintain transparent communication with the shareholders, potential investors and the investing community. Through the MISC Group Investor Relations programme, MISC is committed to uphold best practices in CG and ensure timely and equal dissemination of material information to its stakeholders. In 2021, MISC used the following channels/forums to communicate and engage with its stakeholders: • MISC Annual General Meeting; • Quarterly financial reports; • MISC Integrated Annual Report; • Announcements on major developments to Bursa Securities; • MISC website at www.misc.com.my; and • Analyst briefings following the announcement of quarterly financial reports. For more information on MISC’s engagement with stakeholders in 2021, please refer to the MISC Sustainability Report 2021. Integrated Reporting MISC has adopted integrated reporting based on a globally recognised framework with a view of helping our stakeholders understand how MISC creates value and to promote greater transparency and accountability on the part of the Company, in line with the MCCG. The adoption of integrated reporting has been implemented on staggered basis since 2017 and the MISC Integrated Annual Report 2020 was our first integrated report. The MISC Integrated Annual Report 2021 is based on the <IR> Framework 2013. Conduct of Annual General Meeting (AGM) The MISC AGM is the principal forum for dialogue with our shareholders and an avenue for the Chairman and Board members to interact with the shareholders. The Chairman plays a pivotal role in accommodating constructive dialogue between shareholders and the Board. The shareholders are strongly encouraged to attend, participate, speak and vote at the Company’s AGM, and all queries posed to the Board prior to and during the AGM are responded to accordingly. The COVID-19 pandemic has prompted MISC to re-imagine its hosting of the AGM. Since 2020, MISC has hosted its AGMs virtually, leveraging on technology to facilitate voting in absentia and remote shareholders’ participation at the AGM. The following are some of the measures taken by MISC to encourage attendance and participation from the shareholders at the virtual AGM: • Comprehensive Administrative Notes were circulated to shareholders to facilitate remote participation and e-Voting; • Electronic lodgement of Proxy Forms was enabled; • The AGM proceedings was broadcasted live via a web portal and mobile application; CORPORATE GOVERNANCE OVERVIEW STATEMENT GOVERNANCE MISC Berhad 246 Integrated Annual Report 2021 MISC Berhad Integrated Annual Report 2021 247

RkJQdWJsaXNoZXIy NDgzMzc=