MSM Malaysia Holdings Berhad Annual Report 2019

NOMINATION AND REMUNERATION COMMITTEE REPORT TERMS OF REFERENCE NRC is governed by its own Terms of Reference (TOR) which is established pursuant to the MMLR and was approved by the Board. TOR is reviewed periodically between one to three years, as and when required especially when there are changes to the MMLR and MCCG 2017. The latest TOR was reviewed and revised in 20 November 2019. All amendments to the TOR were tabled and approved by the Board. The latest revised NRC TOR is published in the Company’s corporate website at corporate_governance. MEETING NRC meetings were chaired by its Chairman, an Independent Non-Executive Director, who is responsible for the conduct of meetings. NRC is required to conduct its meeting at least three times annually. Scheduled meetings are fixed in a calendar year and in addition to the scheduled meetings, Chairman shall call for meetings whenever required. In order to facilitate NRC members’ time planning, NRC meetings held during the FY 2019 were scheduled ahead in November 2018. During the FY 2019, NRC held a total of six meetings. Out of the total, one meeting was an unscheduled meeting to discuss: a) Redesignation of Executive Director and Acting Chief Executive Officer b) Appointment of Chief Financial Officer for MSM Malaysia Holdings Berhad MSM Company Secretary is the Secretary of NRC and was present at all meetings to record the proceedings of the meetings. BOARD APPOINTMENT PROCESS NRC carried out its responsibility on reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board, the Board Committees and all directorships in the Group based on its TOR and Board Nomination and Election Policy and Procedures (Policy). The Policy has been revised and approved by the Board on 20 November 2019 formalises the policies on Board Composition, Independence, Conflict of Interest and Board Assessment. The Policy on Board Composition provides the size of the Board, the selection criteria, the Director’s skills sets and the Board diversity to be considered for new appointment of Directors. NRC considers the following selection criteria for the assessment and selection of Directors and Board Committee Members: 1) skills, knowledge and experience; 2) contribution and performance; 3) character, professionalism and integrity; 4) number of directorships and other external obligations which may affects the Director’s commitments, including time commitment and value contribution; and 5) ability to discharge such responsibilities/functions as expected from Independent Directors. Prior to the appointment, the candidate shall disclose any other business interest that may result in a conflict of interest. The Company Secretary ensures that all appointments are properly made, that all necessary information is obtained from the Directors for the purposes of meeting statutory obligations including obligations arising from MMLR or other regulatory requirements. During the FY 2019, the following changes had taken place: Board of Directors Name Changes Type Effective Date Dato’ Khairil Anuar Aziz Non-Independent Executive Director Resigned 23 April 2019 Anuar Malek Non-Independent Non-Executive Director Appointed 13 August 2019 Dato’ Ab Ghani Mohd Ali Non-Independent Non-Executive Director Resigned 13 August 2019 MSM Malaysia Holdings Berhad | Annual Report 2019 90