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


           CORPORATE GOVERNANCE OVERVIEW STATEMENT









           Summary of Board Key Activities in FYE 2020

           Below are among the key matters considered by the Board throughout the 15 meetings held during FYE 2020:


                             Board Structure                                          Financial


             •   Approved  for  re-appointment/re-election  of  Directors   •   Reviewed  and  approved  the  2020  quarterly  results
               retiring at the 2020 Annual General Meeting (“AGM”),   and the Financial Statements for the financial year 2019.
               appointment of new director, revised the composition
     82        of MSM Board of Directors.                          •   Assessed and approved the re-appointment of external
                                                                     auditors in accordance with MSM External  Auditor
             •   Approved the appointment of new INEDs and revised   Policy.
       MSM MALAYSIA HOLDINGS BERHAD   Annual Report 2020
               the composition of Board Committees of MSM.
                                                                   •   Reviewed the Quarterly report on:
                                                                     •   MSM Group Recurrent Related Party Transactions
                                                                     •   MSM Group’s Capital Expenditure
                                                                     •   Recoverability and Trade Receivables
                    Remuneration and Human Resource
                                                                     •   Financial Covenants
                                                                     •   Cashflow Projection
             •   Considered  and  approved  several  matters  pertaining   •   Approved  the  implementation  of  MSM  Group  Long
               to remuneration and human resource including          Term Strategic Initiatives under Strategic Plan
               employees’ bonus and yearly increment, remuneration   2019-2021.
               package  and  Key  Performance  Indicator  (KPI)  of
               Top Management.                                     •   Reviewed  and  approved  the  Voluntary  Partial  Early
                                                                     Settlement to CIMB Islamic Bank Berhad.

                                                                   •   Approved  the  3-Year  Business  Plan  (2021-2023)  and
                       Company and Group Operation                   budget for MSM Malaysia Holdings Berhad Group for
                                                                     FYE 2021.

             •   Reviewed  and  deliberated  on  the  progress  on  the
               disposal of plantation land by MSM Perlis Sdn Bhd
               to ensure effectiveness of the operations.                         Other Key Matters

             •   Reviewed and approved the cessation of MSM Perlis
               Sdn Bhd’s production and on MSM Perlis manpower     •   Reviewed,  deliberated  and  approved  among  others,
               mobilisation status.                                  reports for disclosure in  Annual Report 2019,
                                                                     policies and procedures and matters related to the
             •   Reviewed  and  renewed  the  contract  of  Pay-Per-Use   2020 AGM.
               Mechanism  between  MSM  Prai  Berhad  and MSM
               Sugar Refinery (Johor)  Sdn Bhd with  Wilmar Sugar     •   Reviewed,   revised   and   approved   the   Board
               Pte Ltd.                                              Nomination and Election  Policy  and Procedures.
                                                                     The new TOR for AGRC and ITC has been established.
             •   Emphasised  onto  the  Ramping  Up  Plan  of  Johor
               refinery plant and status of  Test after Completion   •   Approved  the TORs  for  AGRC  and  ITC. The  revised
               (“TAC”) with Sharkara.                                policy and the new TORs are made available in the
                                                                     Company’s corporate website at www.msmsugar.com.
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