Deliberation by the NRC on suitability of the candidate Company Secretary to seek PETRONAS’ nomination of the new Board representative NRC develops the selection criteria, i.e. competencies and attributes required Refer to HRM Succession Plan for Management Committee Positions Board Vacancy: Independent Director Board Vacancy: Non-Independent Non-Executive Director Board Vacancy: Executive Director Mandatory Accreditation Programme (if applicable), Continuous Training and Annual Performance Assessment On-boarding Session for new Director Table proposed appointment of Director to MISC Board for approval Management initiates search for candidates Process Flow for Appointment of Directors The NRC interviews shortlisted candidates NOMINATION & REMUNERATION COMMITTEE REPORT Dear Shareholders, Effective 1 January 2013, the Nomination Committee and Remuneration Committee were combined to form the Nomination & Remuneration Committee (NRC). Composition There are three members on the NRC, all of whom are Independent Non-Executive Directors, which complies with the requirements of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities). As at the date of this report, the composition of the NRC is as follows: (1) Members Date of appointment as NRC member DATUK NASARUDIN MD IDRIS Chairman Independent Non-Executive Director 20 April 2017 (Re-designated as Chairman on 1 September 2017) DATO’ ROZALILA ABDUL RAHMAN Member Independent Non-Executive Director 9 December 2019 DATIN NORAZAH MOHAMED RAZALI Member Independent Non-Executive Director 1 January 2022 (1) Encik Mohd Yusri Mohamed Yusof resigned as Non-Independent Non-Executive Director of MISC and ceased being a member of the NRC on 1 June 2022. Terms of Reference The NRC is governed by its own Terms of Reference (TOR), which is consistent with the requirements of the MMLR and best practices of the Malaysian Code on Corporate Governance 2021 (MCCG 2021). For more information on the NRC’s TOR, please refer to MISC’s corporate website at www.misc.com.my. Meetings The NRC met seven times in 2022. Details of each NRC member’s attendance are as follows: Members Number of meetings attended in 2022 Datuk Nasarudin Md Idris 7 out of 7 Dato’ Rozalila Abdul Rahman 7 out of 7 Datin Norazah Mohamed Razali 7 out of 7 (1) Mohd Yusri Mohamed Yusof 3 out of 5 (1) Encik Mohd Yusri Mohamed Yusof resigned as Non-Independent Non-Executive Director of MISC and ceased being a member of the NRC on 1 June 2022. Overview of matters addressed at NRC meetings in 2022 Half-yearly • Updates on Human Resource Dashboard for sea and shore staff • MISC Group Balanced Scorecard mid-year review Annually • Annual succession planning for MISC Group (Board and senior management) • Review of the Board and Board Committees’ composition and diversity • Proposed MISC Group Balanced Scorecard • Proposed Board Key Performance Indicators (KPIs) • MISC Group Balanced Scorecard results • Proposed remuneration plans for MISC Group • Proposed re-election of Directors at the AGM • Content for the Integrated Annual Report • Proposed topics for Directors’ training Special • Adoption of Directors’ Fit & Proper Policy • Proposed contract renewal for Management Committee (MC) member • Independent Board Effectiveness Evaluation The President/Group CEO attends the NRC meetings to facilitate the discussion, as well as to provide the appropriate information and advice on relevant matters for the NRC. NRC meetings together with the tentative agendas are scheduled in advance of any new financial year to allow the NRC members to plan ahead and incorporate the year’s meetings into their respective schedules. The agenda and meeting papers are distributed to the NRC members via a secured collaborative software, which eases the process of distribution of meeting papers and minimises leakage of sensitive information, as well as enabling the Directors to have access to the papers electronically, anytime and anywhere. This practice is also consistent with the Board’s and Company’s commitment to sustainable practices. All proceedings of the NRC meetings are duly recorded in the minutes and are properly kept by the Company Secretary. Functions of the NRC and related activities in 2022 i. Board membership - Appointment/Re-election of Directors and succession planning The NRC has the responsibility for ensuring appropriate succession planning of Directors and for reviewing the Board’s required mix of skills and experience, which includes reviewing the tenure of Independent Directors on the Board and proposals for re-appointment or re-election. The nomination of new Board members follows the following Board appointment process: Assess (including conduct of background checks) and shortlist potential candidates in consultation with the NRC 197 196 Governance Governance MISC Berhad Integrated Annual Report 2022
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