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SUSTAINABILITY JOURNEY HOW WE ARE GOVERNED FINANCIAL STATEMENTS ADDITIONAL INFORMATION 213

PRINCIPLE A: BOARD LEADERSHIP AND During the financial year under review, the Board appointed
EFFECTIVENESS Dato’ Amir Hamdan Hj Yusof, a Nominee Director from
Koperasi Permodalan Felda Malaysia Berhad (KPF) as
Non-Independent Non-Executive Director (NINED) of MSM.
Roles and Responsibilities of Directors
On 7 April 2021, Dato’ Haris Fadzilah Hassan, a nominee
from FGV Holdings Berhad (FGV) has resigned as NINED of
The Board oversees the MSM Group’s businesses and MSM. Following thereto, the Board on 18 October 2021 has
its performance for the MSM Group long-term success, approved the appointment of two (2) nominees from FGV to
working with the Senior Management to achieve the sit on the Board of MSM namely Nik Fazila Nik Mohamed
MSM Group strategic objectives and the delivery of sustainable Shihabuddin and Azman Ahmad as NINED of MSM.
value to its Stakeholders. The new Directors with the diversified skills-set,
and depth knowledge in the related fields such as
The Board is primarily responsible for the MSM Group overall
strategic plans and directions, overseeing the conduct of the Information Technology (IT), Environmental, Social and
businesses, risk management, succession planning of Senior Governance (ESG) and Logistic Business will improve the
Management, implementing investor relations programmes Board dynamics and increase the level of debates and
and ensuring the system of internal controls and management challenges at the Board and Board Committees meeting.
information system are adequate and effective. The Board is chaired by Datuk Syed Hisham Syed Wazir,
Details of information on the Board’s roles and responsibilities an Independent Non-Executive Director, who provides
together with the Board’s reserve matters can be found leadership to the Board to ensure the Board can perform its
in the Board Charter which is made available on the responsibilities effectively.
Company’s corporate website at http://www.msmsugar.com/ The Board is supported by:
our-company/corporate-governance.
• Audit, Governance and Risk Committee

Board of Directors • Nomination and Remuneration Committee; and
• Investment and Tender Committee
Under the Company’s Constitution, the number of Directors
shall not be less than two (2) and not more than twelve (12). These Committees play a significant role in reviewing
The current composition of the Board is in compliance with matters within their respective Terms of Reference (TOR),
Paragraph 15.02 of the Listing Requirements. As at the date and facilitate the Board in discharging its duties and
of this statement, there are nine (9) members on the Board, responsibilities. Each of the Board Committee has specific
comprising: TOR, scope and authorities to review matters before tabling
to the Board for approval.
• Six (6) Independent Non-Executive Directors; and
Even though there is delegation of responsibilities from
• Three (3) Non-Independent Non-Executive Directors. the Board to the Board Committees, Group Chief Executive
Officer (Group CEO), Chief Financial Officer (CFO) and
The composition of the Board is reviewed annually by the Group Chief Operating Officer (Group COO), there are still a
Nomination and Remuneration Committee (NRC) to ensure number of matters reserved solely for the Board’s
effective balance diversification of gender, skill-sets, experience undertaking.
and knowledge. The profiles of the Directors are presented
on pages 186 to 194 of this Annual Integrated Report.

Appointments to the Board are made via formal, rigorous and
transparent process, premised on meritocracy and taking into
account objective criteria such as competencies, experience,
character, integrity, diversity and the ability to devote time as
needed.