Board Skills Matrix Datuk Abu Huraira Abu Yazid Dato’ Sekhar Krishnan Datuk Nasarudin Md Idris Datin Norazah Mohamed Razali Dato’ Ab. Halim Mohyiddin Dato’ Rozalila Abdul Rahman Mohammad Suhaimi Mohd Yasin Chew Liong Kim Dato’ Tengku Marina Tunku Annuar Liza Mustapha Wan Shamilah Wan Muhammad Saidi Captain Rajalingam Subramaniam Finance & Audit • • • • • • • • • Economics • • Risk Management • • • • • • • • • • • Corporate Planning • • • • • • • • • • • • Marketing • • • • Operations • • • • • Corporate Governance • • • • • • • • • • • • Human Resource • • • Information Technology • • Legal & Regulatory • • ESG • • • Strategic Communication • The Board strongly believes that diversity in the Board composition is essential for good governance and productive functioning of the Board. The Board is of the view that each Director should be evaluated and/or appointed based on his or her merits with due consideration given to diversity, as stated in the MISC Board Diversity Policy, which forms part of the MISC Board Charter. The Company has fulfilled its commitment to adhere to the MCCG recommendation for the Board to comprise at least 30% women directors. Following the appointment of Cik Wan Shamilah Wan Muhammad Saidi as a Non-Independent Non-Executive Director of MISC effective 1 June 2022, the gender diversity ratio of women directors of the Company increased to 42%. For more information on the Board members, please refer to their respective profiles on pages 156 to 161 of this Integrated Annual Report. Demarcation of Responsibilities at the Board Level Chairman • Leads the Board and ensures the Board fulfils its obligations to the Company effectively. • Sets the agenda, style and tone of Board discussions to promote constructive debate and effective decision-making. • Instils and monitors good CG practices and chairs all Board and shareholders’ meetings. • Has the discretion to determine whether additional Board Committees are required to support the Board’s roles and responsibilities. • The MISC Board Charter provides that the Chairman of the Board shall not be a member of any MISC Board Committees. President/Group CEO • Leads the overall operations of the business and organisational effectiveness, with the support of the Management Committee. • Coordinates the development and implementation of policies and business strategies, as guided and approved by the Board. • Develops and translates policies and business strategies into a set of manageable goals and priorities based on effective risk management controls for business operations, investments and other activities. • Ensures that financial management practices are performed with the highest level of integrity and transparency in the interest of the Company’s stakeholders. • Ensures that the business and affairs of the Company are carried out in an ethical manner and in compliance with the relevant laws and regulations. Senior Independent Director • Sounding board for the Chairman of the Board. • Intermediary for other Directors and/or Chairman when necessary. • Point of contact for shareholders and other stakeholders on areas which cannot be resolved through normal channels of contact with the Chairman or President/Group CEO. • Executes such other roles as designated by the Board from time to time. Any issues relating to the Group that requires the attention of the Senior Independent Director can be directed to his email address at: sekhar@miscbhd.com or the following address: Dato’ Sekhar Krishnan Senior Independent Director MISC Berhad Level 25, Menara Dayabumi Jalan Sultan Hishamuddin 50050 Kuala Lumpur Independent Non-Executive Directors • Provides independent views and advice so that the strategies and initiatives proposed by Management are open to constructive challenges to uphold the long-term interest of the Group, taking into consideration the interest of stakeholders, including the minority shareholders. • Based on the criteria on Independent Non-Executive Directors (INEDs) pursuant to the MMLR, the 9 INEDs, including the Chairman, are independent of Management and free from any business or other relationships that could materially interfere with the exercise of their independent judgement. • Pursuant to the MISC Board Charter, the INEDs are subject to a 9-year cumulative limit on their tenure in MISC without further extension. To-date, none of MISC’s INEDs have exceeded the 9-year limit on their tenure. Non-Independent Non-Executive Directors • Provides input from the major shareholder’s perspective so that the strategies and initiatives proposed by Management are aligned with the major shareholder’s positioning for the Group whilst balancing the interests of other stakeholders. CORPORATE GOVERNANCE OVERVIEW STATEMENT 177 176 Governance Governance MISC Berhad Integrated Annual Report 2022
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