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SUSTAINABILITY JOURNEY   HOW WE ARE GOVERNED   FINANCIAL STATEMENTS   ADDITIONAL INFORMATION  237

















            The current composition is in compliance with the requirement   MEETING
            of  Paragraph  15.08A  (1)  of  the  Main  Market  Listing
            Requirements  (Listing  Requirements)  of Bursa  Malaysia   NRC meetings are chaired by its Chairman, an Independent
            Securities Berhad (Bursa Securities) and in line with Practice   Non-Executive Director, who is responsible for the conduct
            5.8 of the Malaysian Code on Corporate Governance 2021   of meetings. NRC is required to conduct its meeting at least
            (MCCG 2021) which recommends the NRC is chaired by an   three (3) times annually.
            Independent Director or the Senior Independent Director.
                                                                 In order to facilitate NRC members’ time planning,
            The Board believes that the current NRC composition provides   NRC meetings held during the FY2021 were scheduled and
            the appropriate balance in terms of skills, knowledge and   approved  in  November  2020.  In  addition  to  the  scheduled
            experience to promote the interests of all shareholders and to   meetings,  Chairman  also  called  for  meetings  as  and  when
            meet the needs of the Group.                         required.
                                                                 During  the  FY2021,  NRC  held  a  total  of  nine  (9)  meetings.
                                                                 Out of the total, four (4) meetings were unscheduled
                      Roles of the Committee                     meetings.  The attendance at all NRC meetings met the
                                                                 requisite quorum as stipulated in NRC’s TOR.
            The Committee is responsible:
            •  to  review  the  composition  of  the  Board,  evaluate  the   SUMMARY OF  ACTIVITIES OF  THE  NOMINATION
               balance of skills, knowledge, experience and diversity of   AND REMUNERATION COMMITTEE FOR  THE
               the Board                                         FINANCIAL YEAR 2021
            •  to review the performance and effectiveness of the Board   Due  to  COVID-19  pandemic,  all  NRC  meetings  for  the  year
            •  to set the remuneration policy for the Directors and the   2021 were held virtually.  The meetings were attended by
               employees of MSM Group                            Group Chief Executive Officer together with Head of Human
                                                                 Resources.  The Group Chief Operating Officer and Chief
            •  to lead the process for the appointment of new Directors
               to the Board and make appropriate recommendation to the   Financial  Officer  will  attend  the  meetings  upon  invitation.
               Board                                             The summary of matters discussed and deliberated by
                                                                 NRC were as follows:
            Further  details  of  the  roles  of  NRC  are  provided  in  the
            Terms of Reference which is available at Company’s corporate   Nomination and Election Process
            website at www.msmsugar.com.                         a.  Reviewed and selected the candidates for the position of

                                                                    Group Chief Executive Officer and Group Chief Operating
            TERMS OF REFERENCE                                      Officer of MSM Malaysia Holdings Berhad

            NRC is governed by its own Terms of Reference (TOR) which   b.  Reviewed the proposal for the renewal of contract of the
            was established pursuant to the Listing Requirements and   Chief Financial Officer
            was approved by the Board.  The TOR is reviewed periodically
            between one (1) to three (3) years, as and when required   c.  Reviewed the re-election of retiring directors at the 2021
            especially when there are changes to the Listing Requirements   Annual General Meeting
            and MCCG.
                                                                 d.  Reviewed the re-appointment of Independent Directors
                                                                    upon completion of the three (3) years tenure
                   The NRC  TOR is published in the Company’s
                   corporate   website   at   http://www.msmsugar.com/   e.  Reviewed and evaluated the Performance  Assessment
                   our-company/corporate-governance                 of the  Audit, Governance and Risk Committee and its
                                                                    members
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