DATUK NASARUDIN MD IDRIS Chairman Nomination & Remuneration Committee With regard to the Malaysian Code on Corporate Governance (MCCG) 2021, we have adopted several of its new and enhanced practices, including in the area of sustainability. Among them is the Board’s endorsement of the MISC Board KPIs for 2022, which explicitly refers to Board members addressing sustainability risks and opportunities. Additionally, the Group Balanced Scorecard will include climate change action as one of its metrics. Amendments have also been made to the Board Charter and NRC Terms of Reference pursuant to MCCG 2021. Diversity and inclusion is a material matter for MISC, and our aspirations include ensuring balanced gender representation in our Boards and senior leadership team, as well as an inclusive work environment. Our employee nationalities reflect the markets we operate in, and our workforce is demographically and cognitively diverse. In the course of the year, the Board endorsed the MISC Group Diversity and Inclusion Statement. As we move forward, succession planning remains a key area of focus. Sustainability of the Company is dependent upon having the right talents on board and a strong leadership bench. We will also be engaging an external party to conduct a Board evaluation in 2022, to give us an independent and outside perspective of the Board’s effectiveness. On behalf of the NRC, I am pleased to welcome Datin Norazah who has joined the Committee in January 2022 and we look forward to her contributions. We would also like to record our appreciation to Mr. Lim Beng Choon who has been an active and invaluable member of the NRC and has retired from the Board in August 2021. DATUK NASARUDIN MD IDRIS Chairman Nomination & Remuneration Committee In 2021, succession planning has been one of the key areas of focus for the Nomination & Remuneration Committee (NRC), where we looked at the composition of the Board of Directors, various Board Committees as well as senior management. Identifying new directors is a continuous process on our part, to ensure a structured Board renewal process when our current Independent Non-Executive Directors come to the end of their maximum nine-year tenure. It is imperative that we avoid a cliff edge situation where multiple directors retire at the same time thus resulting in a leadership vacuum. Our remit was not only to look at persons with the right skill sets, but also to make sure that they have knowledge of Environmental, Social and Governance (ESG) issues. At the same time, we were also on the lookout for suitably qualified women to appoint as directors, in line with MISC’s target to attain 30% female directors on its Board. Arising from our efforts, I am pleased to share with you that we recently welcomed Mr. Chew Liong Kim and YM Dato’ Tengku Marina Tunku Annuar onto our Board as Independent Non-Executive Directors. This brings our Board composition to nine Independent Non-Executive Directors, two Non-Independent Non-Executive Directors and one Executive Director. We have also made two key appointments in our Board Committees, with Mr. Chew Liong Kim joining the Board Audit Committee and Datin Norazah Mohamed Razali joining the NRC. In addition, we looked at the succession planning of Management Committee members and senior management and several appointments have been made in line with this. NOMINATION & REMUNERATION COMMITTEE REPORT CHAIRMAN’S REMARKS • Questions raised by the Minority Shareholders Watch Group (MSWG) prior to the AGM were shared with the shareholders during the AGM together with the Company’s responses thereto; • Electronic submission of questions by shareholders either via e-mail or via the virtual AGM platform was enabled; and • The President/Group CEO presented highlights of MISC Group’s performance prior to the formal proceedings of the AGM and responded to queries received from shareholders. The list of questions and answers are published on MISC’s website. The AGM is scheduled in advance of any new financial year to facilitate Board members to plan and fit the year’s AGM into their schedules. In 2021, all 11 Board members attended the AGM. The Notice of AGM is issued 28 days prior to the AGM, as recommended by the MCCG. Voting at the AGM is conducted via electronic polling, in compliance with the MMLR. The polling process is explained clearly during the AGM to ensure a smooth and pleasant voting experience by the shareholder. Poll results are verified by appointed scrutineers prior to the Chairman’s announcement of the outcome. The AGM minutes is circulated to shareholders within 30 days after the AGM. This CG Overview Statement is made in accordance with the resolution of the Board of Directors passed on 21 February 2022. CORPORATE GOVERNANCE OVERVIEW STATEMENT GOVERNANCE GOVERNANCE MISC Berhad 248 Integrated Annual Report 2021 MISC Berhad Integrated Annual Report 2021 249
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