NOMINATION & REMUNERATION COMMITTEE REPORT DATUK NASARUDIN MD IDRIS Chairman Nomination & Remuneration Committee The hallmark of any great organisation is the talent that drives its success. In 2022, the Nomination & Remuneration Committee (NRC) continued to focus on ensuring that MISC is led, both within the Board of Directors (Board) and the senior management team, by highly qualified and capable individuals. We welcomed a new President/Group CEO, Captain Rajalingam Subramaniam, who was appointed on 1 October 2022 to helm MISC as it continues to create value for shareholders and stakeholders. Captain Rajalingam is a home-grown talent who began his career at sea, came ashore in 1996, and has since held various positions in the MISC Group. The smooth leadership transition from our previous President/ Group CEO, Datuk Yee Yang Chien to Captain Rajalingam, was overseen by the NRC and our Board, and is a testament to our rigorous succession planning and reinforces the importance of our talent development agenda. Another important matter which the NRC looked into was the Board Effectiveness Evaluation (BEE). An independent consultant was appointed to facilitate the BEE and to assess the performance and effectiveness of the Board, Board Committees and individual Directors of MISC to ensure that they are functioning well and meeting the needs of the organisation. The independent consultant was able to provide objective insight into the focus areas of the Board, the breadth and depth of the Board's knowledge, skills and mindsets, Board culture and • The AGM proceedings was broadcasted live via a web portal and mobile application; • Questions raised by the Minority Shareholders Watch Group (MSWG) prior to the AGM were shared with the shareholders during the AGM proceedings together with the Company’s responses thereto; • Electronic submission of questions by shareholders either via e-mail prior to the AGM proceedings, or via the virtual AGM platform during the AGM proceedings was enabled; • The President/Group CEO presented highlights of MISC Group’s performance prior to the formal proceedings of the AGM; • During the AGM proceedings, questions from shareholders were displayed via the virtual AGM platform as the Board Chairman and/or President/Group CEO addressed them; and • After the AGM, the list of questions and answers are published on MISC’s website. The AGM is scheduled in advance of any new financial year to facilitate Board members to plan and fit the year’s AGM into their schedules. In 2022, all 12 Board members attended the AGM. The Notice of AGM is issued 28 days prior to the AGM, as recommended by the MCCG. Voting at the AGM is conducted via electronic polling, in compliance with the MMLR. The polling process is explained clearly during the AGM to ensure a smooth and pleasant voting experience by the shareholder. Poll results are verified by appointed scrutineers prior to the Chairman’s announcement of the outcome. The AGM minutes is circulated to shareholders within 30 days after the AGM. This CG Overview Statement is made in accordance with the resolution of the Board of Directors passed on 23 February 2023. partnership with senior management, as well as the effectiveness and efficiency of the Board's processes. The outcome of the BEE indicates amongst others, that whilst the Board's focus is on the Group's 'Perform' agenda of driving the existing business streams to extract maximum value for shareholders, going forward, the Board will be allocating more time on the Group's 'Transform' agenda of evolving the existing business model and identifying new income drivers and growth engines, in light of the global energy transition and decarbonisation. The NRC also reviewed the bench strength of senior management positions, and we are satisfied with the readiness levels of candidates identified for such positions, particularly at the Management Committee. Additionally, the NRC endorsed the revamp of the Group's performance rating scale for a more focused approach to ensure that individual employee performance reviews drive a high performance culture within the organisation. The periodic review of the Group Balanced Scorecard to track MISC's performance based on Key Performance Indicators (KPIs) for 2022, as well as proposed KPIs for 2023, was another key focus area of the NRC. KPIs related to sustainability matters have been included to align with MISC's Sustainability Strategy. Additionally, we reviewed the training needs for the Group's directors. ESG formed the main thrust of our training topics, as we identified how MISC would embed financial, economic, environmental and social sustainability matters within the organisation. We strongly believe that the ability of any great organisation to continue a strong growth trajectory is determined by a workforce who are motivated and inspired in their daily jobs. Guided by this belief, we step into 2023 firm in our commitment to continue with our rigorous succession planning process, particularly for our Independent NonExecutive Directors who are approaching the 9-year limit of their tenure on the MISC Board. On behalf of the NRC, I would like to take this opportunity to convey our appreciation to Encik Mohd Yusri Mohamed Yusof who resigned as a member of the NRC and from the Board on 1 June 2022. I also wish to express our gratitude to Datuk Yee Yang Chien for his valuable contribution and service to MISC. DATUK NASARUDIN MD IDRIS Chairman Nomination & Remuneration Committee CORPORATE GOVERNANCE OVERVIEW STATEMENT CHAIRMAN’S REMARKS 195 194 Governance Governance MISC Berhad Integrated Annual Report 2022
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