Principle A Board Leadership and Effectiveness Principle B Effective Audit and Risk Management Principle C Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders CORPORATE GOVERNANCE OVERVIEW STATEMENT In 2022, MISC was honoured with the award for the Strongest Commitment to Sustainable Energy Transportation Award at the Alpha Southeast Asia 12th Annual Institutional Investor Corporate Awards. At the inaugural The Edge ESG Awards 2022, MISC received the Silver Award under the Equities Category – Transport & Logistics Sector. In addition, MISC maintained its ranking in the top 25% by Environmental, Social and Governance (ESG) Ratings amongst public listed companies in Malaysia that were assessed in the FTSE4Good Bursa Malaysia Index of 2022. These achievements are a testament to the dedication across the MISC Group to ensure sustainability commands significant importance and is firmly embedded in all that we do. MISC is committed to enhancing sustainable shareholder value and protecting stakeholders’ interests through sound corporate governance (CG) practices. This was indicative through repeated recognition of being ranked among the top five Malaysian companies in the category of Most Organised Investor Relations by Alpha Southeast Asia as well as receiving The Highest Returns to Shareholders Over Three Years (Transportation & Logistics) award by The Edge Billion Ringgit Club for the second time. As governance forms one of the pillars which upholds MISC’s Sustainability Strategy 2021-2025, the Board advocates alignment between MISC’s CG practices with the Companies Act 2016, the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities), and the best practice recommendations of the Malaysian Code on Corporate Governance (MCCG). MISC has subscribed to all 13 Intended Outcomes with two deviations from the MCCG Practices, namely Practice 8.2 and Step-Up Practice 8.3. This CG Overview Statement seeks to provide investors and stakeholders with insights on the CG practices of MISC for the financial year 2022, specifically on the following three key CG Principles as prescribed in the MCCG: This CG Overview Statement should be read together with the Company’s CG Report 2022, a copy of which is available on our website at www.misc.com.my. The CG framework of MISC, as depicted below, is reflective of the way strategic and operational activities are managed. The compositions of the Board Committees and Management are designed based on the respective areas of knowledge and expertise. OUR CORPORATE GOVERNANCE FRAMEWORK In emphasising MISC’s commitment to the sustainability agenda, the Board had resolved to rename the ‘Board Governance & Risk Committee’ to the ‘Board Sustainability & Risk Committee (BSRC)’ effective 1 January 2023. The CG framework is supplemented by the Board Charter, Terms of Reference of the respective Board Committees and the MISC Limits of Authority (LOA). MISC’s Marine and Heavy Engineering business resides in a separate listed entity within the Group with its own CG framework which is modelled based on MISC’s CG framework. STAKEHOLDERS • Customers • Employees • Community • Shareholders • Environment • Regulators BOARD OF DIRECTORS BOARD SUSTAINABILITY & RISK COMMITTEE NOMINATION & REMUNERATION COMMITTEE BOARD AUDIT COMMITTEE ASSURANCE PROVIDERS • Group Internal Audit • External Audit • Risk Management Committee* • Management Audit Committee* • GHSSE Council* *comprises MC Members & Senior Management BUSINESS SEGMENTS • Gas Assets & Solutions • Petroleum & Product Shipping • Offshore Business • Integrated Marine Services DIVISIONS • Finance • Corporate Planning • Human Resource Management • Legal, Corporate Secretarial & Compliance • Group Health, Safety, Security & Environment (GHSSE) PRESIDENT/GROUP CEO MANAGEMENT COMMITTEE • Marine & Heavy Engineering • Ports & Terminal Services • Maritime Education & Training • Digital Ventures Board Purpose The Board has the overall responsibility for providing oversight and stewardship to MISC in executing the Company’s objectives. The Board is guided by the principles and best practices as stated in the MCCG and understands its responsibility to exercise good corporate governance. Board Charter In discharging the Board’s duties and responsibilities effectively, the Board is guided by the MISC Board Charter which provides the framework for the performance of the Board’s function and duties vis-à-vis Management and the Company, consistent with the practices set out in the MCCG. The MISC Board Charter outlines amongst others, the Board’s and the individual Directors’ roles and responsibilities, processes, functions and professional development, in order to attain efficiency in Board performance. For more information on the MISC Board Charter, please visit www.misc.com.my. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS 173 172 Governance Governance MISC Berhad Integrated Annual Report 2022
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