SUMMARY OF THE NRC’S WORK IN 2021 Board membership • Considered matters relating to the appointment of Directors. • Reviewed the Board’s diversity based on the Board Diversity Policy and the Company’s needs. • Recommended the Directors who are eligible for re-election and re-appointment at the AGM. Succession planning • Interviewed the candidates shortlisted from the Board Search and recommended the appointment of two new INEDs. • Reviewed the MISC Board and Board Committees’ composition and recommended the appointment of new BAC and NRC members. • Received updates on succession planning for MC Positions and critical positions. • Endorsed changes to the MC positions. Performance management • Reviewed and endorsed the Group’s FY2020 Balanced Scorecard results. • Reviewed and endorsed the proposed performance bonus for Appraisal Year 2020. • Reviewed and endorsed the Group’s FY2022 Balanced Scorecard. Board performance evaluation • Reviewed the results of the MISC Board and Board Committees performance evaluation based on the Board KPIs. • Reviewed and endorsed the Board KPIs for FY2022. Training and development Reviewed and endorsed topics for the FY2021 Annual Directors’ Training. Annual reporting Reviewed and endorsed the disclosures in the NRC Report for the 2020 Integrated Annual Report. DATUK NASARUDIN MD IDRIS Chairman Nomination & Remuneration Committee NOMINATION & REMUNERATION COMMITTEE REPORT GOVERNANCE DATO’ SEKHAR KRISHNAN Chairman Board Audit Committee Additionally, we adapted and implemented our parent company, PETRONAS’ tax policy and codified it within the MISC Group. Besides ensuring that we are in full compliance with all tax matters, it facilitates building effective relationships with the authorities in all our markets of operation. The persisting COVID-19 pandemic continues to impact our businesses, and we have ensured that our audit controls have not been compromised as a result of any required workarounds by utilising digital and virtual platforms to conduct our verifications. Moving into 2022, we will maintain diligent oversight on the major project execution. With the easing of the pandemic, many of our staff have begun returning to work at the office, and we have to an extent reverted to previous physical checks and balances in place. I wish to take this opportunity to welcome Mr. Chew Liong Kim, who has become a member of the BAC effective 1 January 2022. We would also like to record our appreciation to Mr. Lim Beng Choon who retired on 15 August 2021. DATO’ SEKHAR KRISHNAN Chairman Board Audit Committee 2021 has been an eventful year for the Board Audit Committee (BAC) as we assisted in the setting up of the new Board Governance & Risk Committee (BGRC) on 1 January 2021 which took over responsibility for oversight of MISC’s risk management framework, policies and practices, as well as governance, compliance and sustainability matters. We have enabled a smooth transition and ongoing coordination between the roles of the BGRC and BAC by having a common director sitting on both committees, thus providing the link for sharing of information and decisions. During the year, the BAC implemented a process for the audit and review of a recently secured major CAPEX project. We also fine-tuned our whistleblowing policy and process for a more robust and effective system. BOARD AUDIT COMMITTEE REPORT CHAIRMAN’S REMARKS GOVERNANCE MISC Berhad 256 Integrated Annual Report 2021 MISC Berhad Integrated Annual Report 2021 257
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