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SUSTAINABILITY JOURNEY   HOW WE ARE GOVERNED   FINANCIAL STATEMENTS   ADDITIONAL INFORMATION  219

















                                                                 With the above changes, the Board composition under
              •  Reviewed  and  approved  proposed  strategies  for   the  financial  review,  comprised  of  nine  (9) members,
                 improvements & optimisation in both MSM Sugar   with six (6) Independent Non-Executive Directors (INED)
                 Refinery (Johor) Sdn Bhd and MSM Prai Bhd to
                 address operational issues                      and three (3) Non-Independent Non-Executive Directors
              •  Reviewed,  recommended  and  approved  new  gas   (NINED).  This  complied  with  the  Paragraph  3.04  of
                 supply agreement for refineries operations      Listing Requirements and Practice 5.2 of MCCG 2021.
              •  Reviewed  and  approved  revisions  of  MSM  Group
                 policies relating to procurement
              •  Reviewed  Group’s  business  strategies  for  expansion     Board Diversity for FY2021
                 and diversification

                                                                 The Board recognises the importance of diversity in its
                                                                 composition to ensure effectiveness and good corporate
                   Governance and Others                         governance.  The  NRC  and  Board  regularly  review  the
                                                                 composition of the Board to ensure proper discharge of its
              •  Reviewed,  deliberated  and  approved  among  others,   functions  and obligations.  All Directors  are  appointed  via  a
                 reports for disclosure in Annual Report 2020, policies   robust process, based on merit and in line with the standards
                 and procedures and matters related to the 2021 AGM   set out in Paragraph 2.20A of the Listing Requirements.
              •  Reviewed  the  Circular  to  Shareholders  pertaining     The background of each Director can be found on pages
                 to the Divestment of 100% Shares in MSM Perlis     186 to 194, demonstrating the Board’s diversity policy.
                 Sdn Bhd owned by MSM Malaysia Holdings Berhad
                 to FGV Integrated Farming Holdings Sdn Bhd               Gender                     Age
              •  Approved the Nomination by CEO Action Network of     2    7                   2     7
                 MSM Group CEO as Main Member
              •  Reviewed  the  Establishment  of  Whistleblowing
                 Channel (System) & Committee in MSM Malaysia
                 Holdings Berhad and its Group of Companies
              •  Reviewed  the  status  of  COVID-19  cases  for                Female                    50-59
                 MSM Group time by time and set up the task force               Male                      60-69
                 to manage and control the case of COVID-19
              •  Reviewed the Level of Compliance and Gap Analysis
                 for practices under MCCG 2021                          Composition                 Tenure
              •  Reviewed MSM Cyber Security Status of MSM Group      3    6                   7     2



                                                                                                          Below
                                                                                                          3 years
                      Board Composition                                         NINED                     7-9
                                                                                INED                      years

            The following  were the changes in  the Board Composition
            during FY2021:                                                         Skill & Experience
            •  Appointment   of   the   following   Non-Independent     4  1  5  4  3  2  2   1
               Non-Executive Directors:                                                           Strategy & Risk
               i.  Dato’  Amir  Hamdan  Hj  Yusof  as  Nominee  Director                          Upstream Business
                  for KPF effective 12 January 2021                                               Corporate
                                                                                                  Business/Administration
               ii.  Nik  Fazila  Nik  Mohamed  Shihabuddin  and  Azman                            Accounting/Finance
                  Ahmad, represented FGV effective 18 October 2021                                Legal
            •  Resignation of Dato’ Haris Fadzilah Hassan on 7 April 2021.                        Logistics/Transportation
                                                                                                  ESG
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