Board Meetings and Access to Management, Company Secretaries, Information and External Experts Board of Directors’ meetings together with tentative agendas are scheduled in advance of any new financial year to enable Directors to plan and fit the year’s meetings into their schedules. The Board meets on a quarterly basis and additional meetings are held as and when required. The tentative agendas include matters reserved for the Board such as the annual budget and business plan, financial performance review, major investments and financial decisions and other strategic matters including changes or implementation of key policies and procedures and delegation of authority limits. MISC Board’s Focus Areas in 2022 Project Execution and Delivery • Monitor the progress of projects currently under construction and focus on delivering them into operations and converting into cash generating assets. Strategic Direction • Review the medium to long-term business strategy, identify opportunities arising from the energy transition, and adopt a business plan and budget which facilitates Management’s pursuit of MISC’s targets. Sustainability • Monitor the progress of initiatives under the MISC Group Sustainability Strategy for 2021-2025, including commitment towards decarbonisation, promoting the circular economy, health and safety, diversity and inclusion, and values and business ethics. Internal Transformations • Monitor the Group’s various internal transformations to strengthen processes in finance, procurement and contract management, which will underpin the digitalisation of processes. Risk Management • Review and monitor the impact of COVID-19, geopolitical conflict, and supply chain disruptions to MISC Group and implement the necessary mitigation plans. • Review risk assessments for projects, tenders and transactions. Succession Planning • Oversee the change of the President/Group CEO to ensure a smooth transition. • Oversee the change of Non-Independent Non-Executive Director. • Oversee changes to the Management Committee members to ensure continuity. Corporate Governance • Ensure the integrity of MISC’s financial and non-financial reporting, internal controls and whistleblowing systems. • Review MISC’s policies and procedures pursuant to changes to applicable laws and regulations. To avoid any conflict of interest, all Board members declare their interests where applicable at all Board meetings. All Board members complied with the minimum attendance requirement of at least 50% of the Board meetings held during the financial year pursuant to Paragraph 15.05(3)(c) of the MMLR. The following is a summary of the AGM, Board and Board Committees’ meetings attendance in 2022: Name of Directors Meeting Attendance in 2022 AGM Board of Directors BAC BSRC NRC Datuk Abu Huraira Abu Yazid (Chairman) 1/1 13/13 – – – Dato’ Sekhar Krishnan (BAC Chairman) 1/1 13/13 5/5 10/10 – Datuk Nasarudin Md Idris (NRC Chairman) 1/1 13/13 5/5 – 7/7 (1) Datin Norazah Mohamed Razali (BSRC Chairperson) 1/1 12/13 – 10/10 7/7 (2) Dato’ Ab. Halim Mohyiddin 1/1 13/13 3/3 10/10 – Dato’ Rozalila Abdul Rahman 1/1 11/13 – – 7/7 Mohammad Suhaimi Mohd Yasin 1/1 13/13 – 10/10 – Chew Liong Kim 1/1 13/13 5/5 – – (3) Dato’ Tengku Marina Tunku Annuar 1/1 13/13 – 7/7 – (4) Liza Mustapha 1/1 10/13 2/2 – – (5) Mohd Yusri Mohamed Yusof 1/1 5/6 – – 3/5 (6) Wan Shamilah Wan Muhammad Saidi – 7/7 – – – (7) Datuk Yee Yang Chien (former President/Group CEO) 1/1 10/10 ------- Invitee ------- (8) Captain Rajalingam Subramaniam (President/Group CEO) – 3/3 ------- Invitee ------- (1) Datin Norazah Mohamed Razali was appointed as NRC member on 1 January 2022. (2) Dato’ Ab. Halim Mohyiddin was appointed as BAC member on 1 April 2022. (3) Dato’ Tengku Marina Tunku Annuar was appointed as BSRC member on 1 April 2022. (4) Puan Liza Mustapha retired as BAC member on 1 April 2022. (5) Encik Mohd Yusri Mohamed Yusof resigned as Non-Independent Non-Executive Director of MISC and ceased his membership of the NRC on 1 June 2022. (6) Cik Wan Shamilah Wan Muhammad Saidi was appointed as Non-Independent Non-Executive Director of MISC on 1 June 2022. (7) Datuk Yee Yang Chien retired as President/Group CEO of MISC on 30 September 2022. (8) Captain Rajalingam Subramaniam was appointed as President/Group CEO of MISC on 1 October 2022. CORPORATE GOVERNANCE OVERVIEW STATEMENT 179 178 Governance Governance MISC Berhad Integrated Annual Report 2022
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