Communication and training See.Speak.Support • Upholding Integrity: A Perspective of Whistleblowing Management • Balancing Data Security and User Experience • Sexual Harassment at Workplace • Anti-Money Laundering: What Businesses Should Look Out For? Code of Conduct and Business Ethics (CoBE) and Critical Legal Areas Trainings: • Annual CoBE Training for Third Party Service Providers • Annual CoBE Refresher Training for MISC Board members and employees • Training on Critical Legal Areas: » Raid Protocol Training » Third Party Compliance Due Diligence Operational Guidelines Trainings » US Sanctions Against Russia Training » Russia Sanctions and Potential Implications to MISC » Data Protection Training » Data Privacy Regulations Impacts to MISC » Export Control Training Communications: • Regular communications related to CoBE and Critical Legal Areas through various channels Monitoring & Assurance Compliance Management Framework • Anti-Bribery Management System (“ABMS”) – ISO 37001 implementation • Management of ISO ABMS internal and external audit activities • Management of Compliance Scorecard (Group and Divisional level) • Bi-annual compliance attestation by Head of Department of Business / Service Units • MISC Group Annual myAssurance attestation programme on critical and operational legal areas • Bribery and Corruption Risk Management and monitoring of risk mitigation controls • Management of whistleblowing channels and cases • Management of employee conflict of interest declarations and risk mitigations • Compliance management and review (compliance initiatives and action plans, procedures and improvement activities) • Compliance Champions appointment in Business / Service Units and Subsidiaries • Compliance and Ethics feedback form • Monitoring status of compliance to the relevant laws and regulations as part of MISC’s Enterprise Risk Management (ERM) under Legal, Corporate Secretarial and Compliance Risk Event: Compliance to Rules, Regulation and Governance Third Party Risk Management • Compliance due diligence on third parties Reporting • Quarterly reporting to BSRC and BAC, and quarterly reporting to PETRONAS Integrity Governance Unit • Digitalisation of Compliance Monitoring and Assurance Activities For more information on MISC’s ethics and compliance initiatives in 2022, please refer to the MISC Sustainability Report 2022, the BAC Report and BSRC Report on pages 203 to 217 of this Integrated Annual Report. For more information on MISC’s CoBE, Anti-Bribery and Corruption Manual, Whistleblowing Policy and No Gift Policy, please visit www.misc.com.my. Directors’ Remuneration The Company aims to set remuneration for Directors at levels which are sufficient to attract and retain persons of calibre to guide the Group, taking into consideration the workload and responsibilities involved. The level of remuneration for Non-Executive Directors reflects the level of responsibilities undertaken and contributions made by them. MISC’s policy for remunerating its Directors is based on the PETRONAS Public Listed Companies Non-Executive Directors’ Guidelines and Remuneration Package, details as follows: Board Chairman Retainer Fees RM240,000 per annum Board Member Retainer Fees RM120,000 per annum Attendance Fee RM3,500 per meeting • Fees in respect of the Non-Independent Non-Executive Directors (NINED) are paid directly to PETRONAS instead of the individual Directors. For the financial year ended 31 December 2022, details of the Directors’ remuneration (excluding the President/Group CEO) are as follows: Directors Directors’ Fees (inclusive of Annual Fees and Meeting Allowance) Benefits-in-kind (RM) Total (RM) By MISC (RM) By Subsidiaries (RM) Datuk Abu Huraira Abu Yazid 289,000.00 Nil 28,648.64 317,648.64 Dato’ Sekhar Krishnan 221,500.00 Nil 4,406.39 225,906.39 Datuk Nasarudin Md Idris 211,000.00 526,341.00 6,000.00 743,341.00 Dato’ Ab. Halim Mohyiddin 214,500.00 Nil 1,419.53 215,919.53 Datin Norazah Mohamed Razali 225,000.00 Nil 1,928.02 226,928.02 Dato’ Rozalila Abdul Rahman 186,500.00 Nil 6,000.00 192,500.00 Mohammad Suhaimi Mohd Yasin 204,000.00 Nil 6,000.00 210,000.00 Chew Liong Kim 186,500.00 Nil 2,625.85 189,125.85 Dato’ Tengku Marina Tunku Annuar 193,500.00 Nil 3,773.81 197,273.81 Liza Mustapha* 165,500.00 Nil Nil 165,500.00 Mohd Yusri Mohamed Yusof* (resigned as NINED on 1 June 2022) 78,000.00 Nil Nil 78,000.00 Wan Shamilah Wan Muhammad Saidi* (appointed as NINED on 1 June 2022) 98,000.00 Nil Nil 98,000.00 Total 2,273,000.00 526,341.00 60,802.24 2,860,143.24 * Fees paid to PETRONAS During the year under review, the former President/Group CEO of MISC, Datuk Yee Yang Chien, and the current President/Group CEO of MISC, Captain Rajalingam Subramaniam, received a total remuneration of RM3,103,333.00 in salary, other emoluments and benefits-in-kind. As an Executive Director, the President/Group CEO is not entitled to Directors’ fees or any meeting attendance allowance. For more information on the remuneration structure for MISC’s Directors, please refer to the NRC Report on pages 195 to 202 of this Integrated Annual Report. CORPORATE GOVERNANCE OVERVIEW STATEMENT 191 190 Governance Governance MISC Berhad Integrated Annual Report 2022
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