NOMINATION & REMUNERATION COMMITTEE REPORT GOVERNANCE In sourcing for suitable candidates, the Company has used a variety of approaches and sources, including referrals from existing Board members and independent search firms. The nomination of Non-Independent Non-Executive Directors (NINEDs) to the Board is made by PETRONAS, being the majority shareholder of the Company. The potential candidates to assume the role of Independent Non-Executive Directors (INEDs) are first tabled to the NRC for consideration and evaluated based on merit, suitability with the Company’s objectives and required mix of skills, knowledge, expertise, experience, professionalism, integrity, personal attributes, and time commitment required to effectively fulfil his or her role as a director. Diversity in terms of age, gender and ethnicity is also considered during the selection process. In 2021, MISC completed its search for new Independent Directors (Board Search), culminating in the appointment of two new INEDs: Name Date of appointment Source of candidacy Chew Liong Kim 1 September 2021 Referral by Board member Dato’ Tengku Marina Tunku Annuar 1 January 2022 Independent search firm The successful execution of the Board Search in 2021 has enabled the NRC to achieve the following objectives: (i) Make positive progress with the Board renewal process and succession plan. (ii) Bolster the diversity of skills and experience represented on the Board, especially in the areas of sustainability and ESG. (iii) Meet the target of having 30% female directors on the Board. The NRC is also responsible for recommending to the Board, Directors who are standing for re-appointment or re-election at the Annual General Meeting (AGM) pursuant to Rules 21.7 and 21.8 of MISC’s Constitution. At the forthcoming 53rd AGM of the Company, the following Directors will be retiring from the Board, and being eligible, have offered themselves for re-election: Directors retiring pursuant to Rule 21.7 Directors retiring pursuant to Rule 21.8 • Mr. Chew Liong Kim • Dato’ Tengku Marina Tunku Annuar • Datuk Yee Yang Chien • Dato’ Sekhar Krishnan • Datuk Nasarudin Md Idris Based on the latest Board performance evaluation, the NRC is satisfied with the performance of the abovementioned Directors and agreed to endorse their proposed re-elections and recommended the same to the Board for further endorsement and recommendation to the shareholders for approval at the forthcoming 53rd AGM. In line with the MCCG 2021, the Board Charter includes a policy which limits the tenure of INEDs to nine years without further extension as well as the Board Diversity Policy. For more information on the MISC Board Charter and Board Diversity Policy, please visit www.misc.com.my. Board and Board Committees Structure • Composition • Board Audit & Risk Committee evaluation • Orientation, training and development • Nomination & Remuneration Committee evaluation Board Operations • Timeliness • Adequacy of information • Access to Management Board Roles and Responsibilities • Strategic vision • Risk management and internal controls • Succession planning • Investor relations • Effectiveness • Discharge of functions, duties and responsibilities in accordance with the TOR Board Performance Evaluation Board Committees Performance Evaluation ii. Board performance evaluation – Board, Board Committees’, and individual Directors’ assessment The performance of the Board and the Board Committees is tracked annually against the Board Key Performance Indicators (KPIs), using a Performance Evaluation Sheet as a tool. The Board KPIs focus on achievements of measurable ‘hard targets’ based on three criteria, i.e. Board Structure, Board Operations and Board Roles and Responsibilities. Each Director is required to give Rating ‘1’ for Best Practice, Rating ‘2’ for Meets Requirement or Rating ‘3’ for Areas of Improvement. The final ratings are then reviewed by Management, the NRC and the Board, and consequently Action Plans are implemented by Management for the areas highlighted for improvement. In 2021, the NRC completed the Board and Board Committees’ assessment based on the following areas: In 2021, the NRC also completed the individual Directors’ assessment using a peer and self-evaluation which focused on the following areas: (i) Fit and proper; (ii) Contribution and performance; and (iii) Calibre and personality. There were no adverse findings arising from the Board performance evaluation. Pursuant to Practice 6.1 of the MCCG 2021, MISC has engaged an independent expert to facilitate the next Board performance evaluation. The last independent Board performance evaluation conducted by MISC was for FY2018. MISC Berhad 252 Integrated Annual Report 2021 MISC Berhad Integrated Annual Report 2021 253
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