NOMINATION & REMUNERATION COMMITTEE REPORT In sourcing for suitable candidates, the Company has used a variety of approaches and sources, including referrals from existing Board members and independent search firms. The nomination of Non-Independent Non-Executive Directors (NINEDs) to the Board is made by PETRONAS, being the majority shareholder of the Company. The potential candidates to assume the role of Independent Non-Executive Directors (INEDs) are first tabled to the NRC for consideration and evaluated based on merit, suitability with the Company’s objectives and required attributes, including the fit and proper criteria, which is further reinforced with the adoption of the MISC Directors' Fit and Proper Policy. Pursuant to the MISC Directors’ Fit and Proper Policy, all Board members are required to have the necessary qualities, competencies and experience that allows them to perform their duties and carry out the responsibilities required of the position in the most effective manner. Prior to the initial appointment or proposed re-election/re-appointment of a director, the individual concerned is required to complete a Directors’ Fit and Proper Declaration Form, which sets out the following overarching criteria: (a) Character and Integrity; (b) Experience and Competence; and (c) Time and Commitment. Diversity in terms of age, gender and ethnicity is also considered during the selection process. For more information on the MISC Directors’ Fit and Proper Policy, please refer to MISC’s corporate website at www.misc.com.my. In 2022, the following changes in the composition of the MISC Board of Directors took place: Name Nature of change Effective date Source of candidacy Dato’ Tengku Marina Tunku Annuar (Independent Non-Executive Director) Appointment 1 January 2022 Independent search firm Mohd Yusri Mohamed Yusof (Non-Independent Non-Executive Director) Resignation 1 June 2022 n/a Wan Shamilah Wan Muhammad Saidi (Non-Independent Non-Executive Director) Appointment 1 June 2022 Nomination by the major shareholder Datuk Yee Yang Chien (Non-Independent Executive Director/ President/Group CEO) Retirement 30 September 2022 n/a Captain Rajalingam Subramaniam (Non-Independent Executive Director/ President/Group CEO) Appointment 1 October 2022 Internal succession planning The successful execution of the aforementioned changes to the composition of the MISC Board of Directors in 2022 has enabled the NRC to achieve the following objectives: (i) Make positive progress with the Board renewal process and succession plan. (ii) Bolster the diversity of skills and experience represented on the Board, especially in the areas of sustainability and ESG. (iii) Ensure a smooth transition in leadership at the Management level. (iv) Strengthen the Board’s gender diversity by increasing the percentage of female directors on the Board from 30% to 42%. The NRC is also responsible for recommending to the Board, Directors who are standing for re-appointment or re-election at the Annual General Meeting (AGM) pursuant to Rules 21.7 and 21.8 of MISC’s Constitution. At the forthcoming 54th AGM of the Company, the following Directors will be retiring from the Board, and being eligible, have offered themselves for re-election: Directors retiring pursuant to Rule 21.7 Directors retiring pursuant to Rule 21.8 • Wan Shamilah Wan Muhammad Saidi • Captain Rajalingam Subramaniam • Liza Mustapha • Datin Norazah Mohamed Razali • Mohammad Suhaimi Mohd Yasin Based on the latest Board performance evaluation and the NRC’s review of the respective Directors’ Fit and Proper Declaration Forms, the NRC is satisfied with the performance of the abovementioned Directors and agreed to endorse their proposed re-elections and recommended the same to the Board for further endorsement and recommendation to the shareholders for approval at the forthcoming 54th AGM. In line with the MCCG 2021, the Board Charter includes a policy which limits the tenure of INEDs to nine years without further extension as well as the Board Diversity Policy. For more information on the MISC Board Charter and Board Diversity Policy, please visit www.misc.com.my. ii. Board performance evaluation – Board, Board Committees, and individual Directors’ assessment In 2022, MISC had engaged an independent expert to facilitate an independent assessment of the Board, Board Committees, and individual Directors’ performance (Board Effectiveness Evaluation) in line with the MCCG 2021. Salient features of the independent Board Effectiveness Evaluation which was conducted are as follows: Overall, the Board Effectiveness Evaluation yielded positive feedback on the effectiveness of the Board, Board Committees and individual Directors as well as recommendations for improvements going forward. Leadership: How I contribute to the Board • How the Board and Board Committees are led by the Board Chairman and respective Board Committee Chairs • The contribution and distinctive value-add of each Director Purpose: What the Board focuses on and why • Alignment, belief and buy-in on the critical ‘Perform’ and ‘Transform’ priorities • The role of the Board People: Who sits at the table • Does the Board have the required diversity of experience, expertise and mindsets to be an asset on both the ‘Perform’ and ‘Transform’ priorities Partnership: How the Board partners with Management • Is there a healthy culture and partnership between the Board and Management which is founded on trust, transparency, candour, and constructive challenge Value-add: Contribution to Perform-Transform priorities • How effective is the Board at providing value to MISC’s Perform-Transform priorities Processes: How work gets done • How effective are the Board practices and processes to ensure where the Board spends its time, how the Board receives information and makes decisions are efficient and value-adding • Online Board effectiveness evaluations completed by both the MISC Board members and Management Committee (MC) members. • Discovery interviews with all MISC Board and MC members. • Tabling of the Board Effectiveness Evaluation Report to the NRC and the Board to review and discuss the findings and recommendations Framework and Areas of Insight Methodology 199 198 Governance Governance MISC Berhad Integrated Annual Report 2022
RkJQdWJsaXNoZXIy NDgzMzc=