BOARD SUSTAINABILITY & RISK COMMITTEE REPORT Overview of matters addressed at BSRC meetings in 2022 Quarterly • Financial Risk Appetite Setting (FRAS) updates • Enterprise Risk Management Report • MISC Sustainability Strategy Progress and Performance Dashboard • Compliance and Ethics updates • Group HSSE performance reports Annually • MISC Group Sustainability Strategy progress report • Review of MISC Risk Register • Content for the Integrated Annual Report • Review of MISC’s Modern Slavery Statement Special • Review risk assessments for projects, tenders and transactions • Adoption of policies • Review of BSRC Terms of Reference • Review GHG intensity reduction targets and Net-Zero GHG emission commitment • Review periodic reports on Project Independent Review of major projects under execution • Review of Cybersecurity Defence Measures in MISC The President/Group CEO attends the BSRC meetings to facilitate discussions, as well as to provide the appropriate information and advice on relevant matters for the BSRC. BSRC meetings together with the tentative agendas, are scheduled in advance of any new financial year to allow the BSRC members to plan ahead and incorporate the year’s meetings into their respective schedules. The agenda and meeting papers are distributed to the BSRC 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 BSRC meetings are duly recorded in the minutes and properly kept by the Company Secretary. Functions of the BSRC BSRC Functions To review, evaluate, report and make appropriate recommendations to the MISC Board on the following matters: Risk Management Provide oversight on the risk management policies, framework and process. Sustainability Provide oversight on the sustainability strategy and initiatives. Compliance and Ethics Ensure effectiveness of the compliance and ethics programmes. Governance Determine the governance structure and monitor good governance practices. i. Risk Management Matters pertaining to risk management fall within the scope of the BSRC, which will act as a sounding board to Management and perform a deep dive and challenge on risk matters. The BSRC shall review, evaluate, report and make the appropriate recommendations to the Board on the following matters: (a) Adequacy and effectiveness of MISC’s Risk Management Framework and the on-going activities (including reports on key strategic and business risks as well as environmental, social and governance risks) for identifying, evaluating, monitoring and mitigating risks; (b) Enterprise Risk Management Risk Register, to ensure that appropriate systems and processes are in place to effectively monitor and manage the identified risks; (c) Risk assessments conducted by the Project Risk Assessment Sub-Committee, on business proposals and new initiatives; (d) Determination of MISC’s level of risk tolerance; and (e) Any other matters as determined by the Board. ii. Sustainability As sustainability is a key feature of MISC’s strategy, the Board considers sustainability to be of paramount importance when determining the Board agenda. Hence, the BSRC has been identified as the custodian for MISC’s sustainability initiatives. The BSRC has oversight on Environmental, Social and Governance (ESG) matters, including climate change, health and safety, security, and cybersecurity. The BSRC reviews, evaluates, reports and makes appropriate recommendations to the Board on the determination of MISC’s sustainability strategy in alignment with MISC’s business strategy. 215 214 Governance Governance MISC Berhad Integrated Annual Report 2022
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