iii. Senior Management - Appointment and succession planning The NRC is tasked with making appropriate recommendations to the Board for the appointment or renewal of contracts of employment of the President/Group CEO and MC members of the Company, taking into account the strategy and long-term succession planning of the MC composition. During the year under review, having conducted all relevant reviews and assessments, the NRC deliberated and recommended the following changes to the MC composition: Captain Rajalingam Subramaniam Appointed as President/Group CEO of MISC Alexander James Brigden Appointed as Vice President, Offshore Business Ausmal Kardin Re-appointment as Vice President, Legal, Corporate Secretarial & Compliance The NRC also has the responsibility for ensuring appropriate succession planning for MC members. Below is a brief illustration of the succession planning approach and process adopted by MISC Group: 1. Identification of critical positions within the Group based on three criteria • Impact on business results • Sustaining the business • Uniqueness of positions 2. Identification of potential successors from pool of staff at General Manager and Senior Manager levels, nominated and assessed by the Leadership Team based on four criteria • Achievement: Sustainability of performance • Ability: Competence to deliver successfully • Agility: Traits and values which help adaptability • Aspiration: Passion, tenacity and commitment for self and the organisation 3. Deliberation and identification of successors by the MC based on three criteria, followed by mapping of shortlisted individuals to a maximum of three critical positions and rating of readiness levels: R1-Ready now R2-Ready within 12 months R3-Ready between 12 and 24 months R4-Ready above 24 months • Capabilities: Leadership and functional competencies • Contribution: Results orientation based on performance ratings and key highlights during the year • Cultural Fit: Demonstration of cultural beliefs and own career and personal aspirations 4. Formulation of an Individual Development Plan for each individual. iv. Directors’ and Senior Management remuneration The Company’s policy for remunerating its Directors is based on the PETRONAS Public Listed Companies Non-Executive Directors’ Guidelines and Remuneration Package. The fee structure of NEDs of MISC is as follows: Monthly Fees Meeting allowance per attendance Board Board Audit Committee Nomination & Remuneration Committee Board Sustainability & Risk Committee Chairman RM20,000 RM3,500 RM3,500 RM3,500 RM3,500 Member RM10,000 Independent Non-Executive Directors are entitled to fuel allowance of RM6,000 per annum and Directors’ and Officers’ Insurance coverage of up to RM1.29 billion per occurrence and in the aggregate. The Chairman is also entitled to a company car and driver allowance of RM28,450 per annum. The fees and allowances for NEDs are determined by the Board and are subject to the approval of the shareholders of MISC. The breakdown of the detailed Directors’ fees paid during the year under review is disclosed in the Corporate Governance Overview Statement on pages 172 to 194 of this Integrated Annual Report. The Directors’ fees and meeting allowances for NINEDs who are employees of PETRONAS are paid directly to PETRONAS. The presence and participation of the NINEDs who are employees of PETRONAS give the Board a deeper insight into PETRONAS’ operations and direction. The remuneration package for the Executive Director of MISC is balanced between fixed and performance-linked elements. A portion of the Executive Director’s remuneration package is variable in nature and is KPI based, which includes the Group’s performance. As an Executive Director, he is not entitled to receive Directors’ fees or meeting allowance. The MC members’ remuneration is based on salary bands reflective of industry standards and categorised into two categories, i.e. MC 1 (for business segment heads) and MC 2 (for division heads). v. Company and President/Group CEO performance appraisal The Company’s performance against the FY2022 Balanced Scorecard was deliberated by the NRC. The performance appraisal covered the following scorecard dimensions, whereby specific ratings were given to each dimension based on “Minimum”, “Base” or “Stretch” achievements: • Financials • Strategic Initiatives • Operations • Health, Safety, Security and Environment (HSSE) • People Development and Ethics Based on the Company’s performance against the FY2022 Balanced Scorecard, the NRC also deliberated on the individual performance of the President/Group CEO of the Company for FY2022 and made the appropriate recommendations to the Board for approval. NOMINATION & REMUNERATION COMMITTEE REPORT 201 200 Governance Governance MISC Berhad Integrated Annual Report 2022
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