Page 79 - MSM_AR2020

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

Four (4) Independent Non-Executive Directors (“INED”) and matters together for MSM to move forward efficiently and
one (1) Non-Independent Non-Executive Director, who have effectively in key risk areas.
diversified skill-set and experience and broader commercial
exposure were appointed on 8 May 2020 and 12 January The Board has also established a new Board Committee
2021 respectively, to strengthen the overall Board and Board known as Investment and Tender Committee (“ITC”)
Committees’ effectiveness. The appointment of new directors effective on the same date. ITC was established to
has improved the Board dynamics and raised the level of undertake responsibilities, amongst others, for review
debate and challenge at the Board and Board Committees of Business Plans progress and performance of MSM’s
meetings. existing and new significant investments as well as to assist
the Board in fulfilling the Board’s statutory and fiduciary
The Board is chaired by Datuk Syed Hisham Syed Wazir, responsibilities in relation to the review of significant
an Independent Non-Executive Director, who provides procurements based on the limits set out in MSM Group 77
leadership to the Board to ensure the Board can perform its Limits of Authority.
responsibilities effectively.
These Committees play a significant role in reviewing
The Board is supported by: matters within their respective Terms of Reference (“TOR”),
and facilitate the Board in discharging its duties and
• Audit, Governance and Risk Committee responsibilities. Each of the Board Committee has specific
TOR, scope and authorities to review matters before tabling
• Nomination and Remuneration Committee; and
to the Board for approval.
• Investment and Tender Committee.
Even though there is delegation of responsibilities from the
On 10 June 2020, the Audit Committee and Board Governance Board to the Board Committees, Group Chief Executive
& Risk Management Committee was merged as one Officer (“GCEO”), Chief Financial Officer (“CFO”) and Group MSM MALAYSIA HOLDINGS BERHAD Annual Report 2020
committee and renamed as Audit, Governance and Risk Chief Operating Officer (“Group COO”), there are still a
Committee (“AGRC”). AGRC will be the platform to bring number of matters reserved solely for the Board’s undertaking.
internal audit observations, governance initiatives and risks

Board Committee

Audit, Governance and
Risk Committee Responsibilities & Duties
(merged with effect from
10 June 2020)

Chairman • Oversee the financial reporting
• Choy Khai Choon • Evaluate the internal and external audit process and outcome
(appointed as Chairman with • Manage risk and assess the risk management framework and internal control environment
effect from 10 June 2020) • Review conflict of interest situations and Related Party Transactions (including Recurrent
Member Related Party Transactions)
• Dato’ Muthanna Abdullah • Enhance governance, ethics and integrity
• Datuk Lim Thean Shiang • Oversee sustainable practices
• Dato’ Rosini Abd Samad • Review the relevant statements for inclusion in the Annual Report including:
(All members were appointed i. AGRC Report
with effect from 10 June ii. Statement on Risk Management and Internal Control
2020) iii. Corporate Governance Overview Statement
iv. Sustainability Reporting on Economic, Environmental and Social
v. Corporate Governance Report
• Undertake any such other functions as may be determined by the Board from time to time

Details of the AGRC Report is set out on pages 92 to 98 of this Annual Report