Board Audit Committee (BAC) The BAC was established with the objective of assisting the Board in fulfilling its responsibilities primarily relating to financial management, financial accounting, and internal control systems of the Group. The BAC also monitors the whistleblowing management process and assesses the suitability, objectivity and independence of both the external and internal audit functions. All members of the BAC are financially literate, competent and are able to scrutinise the Company’s financial reporting process, transactions and financial information. The Terms of Reference of the BAC was revised effective 20 June 2022 in alignment with the revised MISC Internal Audit Charter, namely to expand the BAC’s function to cover the endorsement of performance evaluation and remuneration for the Head of Group Internal Audit in consultation with the President/Group CEO. For more information on the BAC and how it has met its responsibilities in 2022, please refer to the BAC Report on pages 203 to 211 of this Integrated Annual Report. Board Sustainability & Risk Committee (BSRC) The BSRC was established to serve as a sounding board to Management and to perform deep dives into and challenge on risk matters. In addition to matters pertaining to risk management, the scope of the BSRC also encompasses sustainability, governance, compliance and ethics, and health, safety, security and environment (HSSE). For more information on the BSRC and how it has met its responsibilities in 2022, please refer to the BSRC Report on pages 212 to 217 of this Integrated Annual Report. Risk Management and Internal Control Framework The Board acknowledges its overall responsibility for continuous maintenance of a sound risk management framework and internal control to safeguard shareholders’ investment and the Group’s assets. Over and above the quarterly review by the BSRC on risk events, relevant risk appetite and mitigation measures at the enterprise level, the Board reviews the status of risk management activities and the updated Risk Register. The Board also ensures that all relevant project and investment risks, including the mitigation measures, are deliberated when making such decisions. Such Project Risk Assessments encompass, amongst others, project execution risks, contract management risks, counter-party risks, operations risks, country risks, and financial risks. When reviewing the adequacy and integrity of the Company’s internal control systems, the Board (via the BAC) reviewed the reports on Related Party Transactions, Conflict of Interest oversight, Whistleblowing cases and enhanced management processes thereof, and improvements to internal controls as highlighted by Group Internal Audit. For more information on MISC’s risk management and internal control frameworks, please refer to the BAC Report on pages 203 to 211 of this Integrated Annual Report, the BSRC Report on pages 212 to 217 of this Integrated Annual Report, as well as the Statement on Risk Management and Internal Control on pages 218 to 235 of this Integrated Annual Report. Investor Relations and Engagement with Stakeholders The Board values its dialogue with the investing community, including both the institutional shareholders and private investors, to enhance investors’ understanding of the Group. MISC aims to continuously build and maintain transparent communication with the shareholders, potential investors and the investing community. Through the MISC Group Investor Relations programme, MISC is committed to uphold best practices in CG and ensure timely and equal dissemination of material information to its stakeholders. In 2022, MISC used the following channels/forums to communicate and engage with its stakeholders: • MISC Annual General Meeting; • Quarterly financial reports; • MISC Integrated Annual Report; • Announcements on major developments to Bursa Securities; • MISC website at www.misc.com.my; • Analyst briefings following the announcement of quarterly financial reports; • Periodic engagement surveys; • Industry forums/conferences; • Site visits; and • Community engagement programs and initiatives. For more information on MISC’s engagement with stakeholders in 2022, please refer to the MISC Sustainability Report 2022. Integrated Reporting MISC has adopted integrated reporting based on a globally recognised framework with a view of helping our stakeholders understand how MISC creates value and to promote greater transparency and accountability on the part of the Company, in line with the MCCG. The adoption of integrated reporting has been implemented on staggered basis since 2017 and the MISC Integrated Annual Report 2020 was our first integrated report. The MISC Integrated Annual Report 2022 is based on the <IR> Framework 2021. Conduct of Annual General Meeting (AGM) The MISC AGM is the principal forum for dialogue with our shareholders and an avenue for the Chairman and Board members to interact with the shareholders. The Chairman plays a pivotal role in accommodating constructive dialogue between shareholders and the Board. The shareholders are strongly encouraged to attend, participate, speak and vote at the Company’s AGM, and all queries posed to the Board prior to and during the AGM are responded to accordingly. The COVID-19 pandemic has prompted MISC to re-imagine its hosting of the AGM. Since 2020, MISC has hosted its AGMs virtually, leveraging on technology to facilitate voting in absentia and remote shareholders’ participation at the AGM. The following are some of the measures taken by MISC to encourage attendance and participation from the shareholders at the virtual AGM: • Comprehensive Administrative Notes were circulated to shareholders to facilitate remote participation and e-Voting, including a dedicated contact number and e-mail address for any requests for technical assistance to participate in the AGM; • Electronic lodgement of Proxy Forms was enabled; PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS CORPORATE GOVERNANCE OVERVIEW STATEMENT 193 192 Governance Governance MISC Berhad Integrated Annual Report 2022
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