MSM Malaysia Holdings Berhad Annual Report 2019

CORPORATE GOVERNANCE OVERVIEW STATEMENT Our Board and Board Committee Meetings and Attendance The Board meetings conducted in 2019 were scheduled ahead and approved by the Board on 21 November 2018. The meeting schedule together with the draft agendas were structured to address the Board’s collective responsibilities in relation to strategy, performance and governance. There were nine Board meetings held during FY 2019. Out of the numbers, three were unscheduled meetings held on 23 April 2019, 7 May 2019 and 2 December 2019. Board agendas are set by the Chairman in consultation with the Group CEO and assisted by the Company Secretary. Number of meetings convened by each Board Committee: Number of Meetings in 2019 AC 6 NRC 6 BGRMC 5 IC (disbanded on 20 November 2019) 2 The agenda and supporting papers were distributed at least five business days prior to Board and Board Committee meetings to allow sufficient time for appropriate review to facilitate discussion at the meetings. Upon conclusion of each of the Board and Board Committee meeting, minutes were prepared accurately record all issues raised, discussions, deliberations, decisions and conclusions including dissenting views made by the directors at Board and Board Committee meetings along with clear actions to be taken by responsible parties. The completed minutes of the Board and Board Committee meetings were then circulated to the Board members including the Chairman of the Board and the Group CEO in timely manner. This has allowed the Board to comment and seek clarifications of the minutes or request for any necessary corrections prior to confirming the minutes as true and correct in the following respective meetings. The Board and Board Committee meetings held in FY 2019 together with the attendance are set out below: Board and Board Committee Meetings and Attendance in 2019 Directors Board Board Committee % No. AC NRC BGRMC IC Datuk Wira Azhar Abdul Hamid 100 9/9 - - - - Dato’ Zainal Haji Ismail # 100 9/9 - 6/6 - 2/2 Dato’ Hajjah Rosni Haji Zahari # 89 8/9 3/3 6/6 - 2/2 Dato’ Rosini Abd Samad 100 9/9 6/6 - 5/5 - Datuk LimThean Shiang 100 9/9 6/6 - 5/5 - Dato’ Haris Fadzilah Hassan 100 9/9 - 5/5 - 1/1 Anuar Malek * 67 2/3 - - 1/1 - Dato’ Ab Ghani Mohd Ali ** 100 6/6 - - 2/4 - Dato’ Khairil Anuar Aziz *** 100 3/3 - - - - Notes : * Appointed as Board member and BGRMC member with effect from 13 August 2019. ** Resigned as Board member and ceased as BGRMC member on 13 August 2019. *** Resigned as Board member on 23 April 2019. # Cessation of office on 25 March 2020 Based on the above, all Directors have complied with the minimum requirement of 50% attendance at Board meetings as stipulated in the Paragraph 15.05(3)(c) of MMLR. MSM Malaysia Holdings Berhad | Annual Report 2019 74