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CHAIRMAN’S DELIVERING MSM MANAGEMENT DISCUSSION GROUP FINANCIAL
STATEMENT VALUE OVERVIEW & ANALYSIS REPORT

NOMINATION AND REMuNERATION COMMITTEE REPORT

The current composition is in compliance with the MEETING
requirement of Paragraph 15.08A (1) of the Main Market
Listing Requirements of Bursa Malaysia Securities Berhad NRC meetings are chaired by its Chairman, an Independent
(“MMLR”), which provides that the NRC must comprise Non-Executive Director, who is responsible for the conduct
exclusively of Non-Executive Directors, the majority of whom of meetings. NRC is required to conduct its meeting at
are independent directors. This is also in line with Practice least three (3) times annually.
4.7 of the Malaysian Code on Corporate Governance 2017 In order to facilitate NRC members’ time planning, NRC
(“MCCG 2017”) which recommends the NRC to be chaired meetings held during the FYE 2020 were scheduled and
by a Senior Independent Director or an independent director.
approved in November 2019. In addition to the scheduled
The Board believes that the current NRC composition meetings, the Chairman may call for meetings as and when
100 provides the appropriate balance in terms of skills, knowledge required.
and experience to promote the interests of all shareholders During the FYE 2020, NRC held a total of seven (7) meetings.
and to meet the needs of the Group.
MSM MALAYSIA HOLDINGS BERHAD Annual Report 2020
Out of the total, three (3) meetings were unscheduled
Roles of the Committee meetings to discuss on the following:
The Committee is responsible: 1. MSM Group Chief Executive Officer Scorecard/KPI

• to review the composition of the Board, evaluate the 2. Proposed list of candidates for positions as Independent
balance of skills, knowledge, experience and diversity Non-Executive Directors of MSM Malaysia Holdings
of the Board Berhad
• to review the performance and effectiveness of the Board 3. Selection and appointment of Search Firm for the
purpose of Talent Sourcing for the post of Group Chief
• to set the remuneration policy for the Directors and the Executive Officer and Group Chief Operating Officer of
employees of the MSM Group MSM Malaysia Holdings Berhad

• to lead the process for the appointment of new 4. Proposed changes of the Board of Directors of MSM
Directors and make appropriate recommendation to the Malaysia Holdings Berhad’s Subsidiaries
Board
5. Proposal for a one-time Ex-Gratia payment to the
Further details of the roles of NRC are provided in the eligible staff of MSM Group
Term of Reference which is available at Company’s corporate
website at http://www.msmsugar.com/our-company/corporate- 6. Proposed schedule of NRC meetings for year 2021
governance.
MSM Company Secretary is the Secretary of NRC and shall
be present at all meetings to record the proceedings of the
TERMS OF REFERENCE meetings.

NRC is governed by its own Term of Reference (“TOR”)
which was established pursuant to the MMLR and was BOARD APPOINTMENT PROCESS
approved by the Board. The TOR is reviewed periodically
between one (1) to three (3) years, as and when required Pursuant to the TOR and Board Nomination and Election
Policy and Procedures (“Policy”), NRC is responsible to
especially when there are changes to the MMLR and
MCCG 2017. The latest TOR was reviewed and revised in review the structure, size and composition (including skills,
knowledge, experience and diversity) of the Board, the
20 November 2019.
Board Committees and all directorships in the Group.
The NRC TOR is published in the Company’s corporate website
at http://www.msmsugar.com/our-company/corporate-governance. The Company Secretary ensures that all appointments are
properly made and all necessary information are obtained
from the Directors for the purposes of meeting statutory
obligations including obligations arising from MMLR or
other regulatory requirements.