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SUSTAINABILITY EFFECTIVE CORPORATE FINANCIAL ADDITIONAL DETAILS OF THE ANNUAL
REPORT LEADERSHIP GOVERNANCE STATEMENTS INFORMATION GENERAL MEETING

The outcome of the BEA 2019/2020 concluded that: REMUNERATION REVIEW FOR NON-ExECUTIVE
DIRECTORS
• There are promising signs of improved Board dynamics,
quality of the discourse, oversight and direction following On 20 July 2020, Messrs. KPMG Management & Risk
the Board refreshment exercise in May 2020. There is Consulting Sdn Bhd (“KPMG MRC”) was engaged to
a general consensus that the better mix of skills and undertake a high level review and perform an in-depth
capabilities have enhanced the Board effectiveness and benchmarking on MSM Non-Executive Directors’ (“NED”)
would ultimately lead to improved MSM’s performance remuneration structure (“Review”) which is timely as the
with a capable, experienced and well-respected Chair revision of the remuneration policy has been overdue.
helming the Board. The Directors Remuneration Policy was last reviewed and
revised on 23 August 2016.
• The relationship and level of trust with Management has 105
improved and could further improve over time with more The objective of the engagement is to assist the Board
engagement and physical interactions. in establishing a transparent and robust remuneration
framework for Non-Executive Directors that takes into
• The leadership of the Board Committees have account the demands and complexities of MSM as well as
been strengthened and the recently appointed the skills and experience required of the Non-Executive
Independent Directors have exhibited a capacity for Directors.
objectivity and impartiality which augurs well for MSM.
They also bring with them with a high level of integrity The kick-off meeting was held with the Company Secretary
and professionalism on their subject matter domain and on 21 July 2020 and KPMG MRC has completed the
knowledge. fieldwork for the Review approximately within four weeks
from the date of the appointment. In undertaking this MSM MALAYSIA HOLDINGS BERHAD Annual Report 2020
The BEA 2020 final report was presented to the Chairman Review exercise, KPMG MRC performed macro/market
of the Board and Chairman of the NRC in April 2021. analysis, sectorial analysis and comparator analysis for
The final report contains several observations and key which the identified comparators have been determined by
recommendations centered mainly on improving strategic KPMG MRC in consultation with MSM. The said analyses
focus of Board agendas and meetings time management, were performed with a view of understanding the quantum
Board processes and quality of Board information which the and composition of remuneration that can serve as a
Board has approved for implementation to enhance Board’s benchmark for MSM in making enhancements to the
effectiveness. The MSM Chairman had also completed prevailing remuneration framework of its Non-Executive
the one-to-one sessions with each Director separately to Directors.
discuss their respective Individual Directors Performance
Report and development plans. KPMG MRC presented the final report to NRC on 2 September
2020 and subsequently to the Board on 23 November 2020
To ensure Board performance is sustainable, the Board has where at this Board meeting, KPMG was requested to
agreed that actions and recommendations from this Board undertake an extended scope of work to review additional
effectiveness assessment is implemented and monitored recommendations highlighted by the Board on the
closely in order for the Board to move to the next stage of remuneration review whilst taking into account the initial
the Board maturity framework. findings which have surfaced from the native remuneration
review analysis that was presented. The extended work
Pursuant to Paragraph 15.20 of MMLR, the NRC also commenced in late January 2021 and completed in
reviewed the performance of Audit, Governance and Risk mid-February 2021.
Committee and concluded that the Audit, Governance and
Risk Committee and its members have discharged their The final report was presented to the NRC on 15 March
functions, duties and responsibilities in accordance with its 2021 and subsequently approved by the Board. The revised
TOR. remuneration structure will be tabled at MSM’s 10 AGM
th
for Shareholders’ approval, and if approved, it will be
implemented accordingly based on the details of the
remuneration disclosed in the AGM notice.