MSM Malaysia Holdings Berhad Annual Report 2019

In August 2019, Koperasi Permodalan Felda Malaysia Berhad (KPF) nominated Anuar Malek to be appointed as Non-Independent Non-Executive Director of MSM. The nomination was duly tabled to NRC for evaluation and assessment in accordance with NRC TOR. Based on NRC’s recommendation, Anuar Malek was appointed to MSM Board effective 13 August 2019 replacing Dato’ Ab Ghani Mohd Ali who resigned on the same day. Anuar Malek was also appointed as member of Board Governance & Risk Management Commitee. Anuar Malek being the newly appointed Director was furnished with a Director’s Kit which consist among others the Board Charter and Board Committee TORs clearly states the aims of good corporate governance and outlines the roles and responsibilities of the Board and Board Committees as well as their authority limits. The MSM Board Charter serves as a comprehensive constitution for the Board. The MSM Board Charter in summary addresses the following pertinent matters: • An emphasis on the purpose of the Board; • The structure and composition of the Board; • The roles and responsibilities of the Board and those delegated to Management, including the Board’s oversight role, its relationship with and responsibility to the subsidiaries within the Group; • Authority, duties and functions of the Board, including the right to obtain advice, to have access to personnel of the Group and to convene meeting as required; and • The conduct of Board meetings. Dato’ Khairil Anuar Aziz, who was appointed as Executive Director (ED) on 11 December 2017 was then redesignated and appointed as Group Chief Executive Officer (Group CEO), reporting to the Board with effect from 23 April 2019. With the redesignation, Dato’ Khairil Anuar Aziz resigned as Director of the Company and therefore ipso facto immediately ceased to be an ED on 23 April 2019. Senior Management Name Changes Type Effective Date Dato’ Khairil Anuar Aziz Group Chief Executive Officer Redesignated/ Appointed 23 April 2019 Mohd Shaffie Said Group Chief Operating Officer Appointed 23 April 2019 Raja Faridah Raja Ahmad Chief Financial Officer Resigned 31 May 2019 Ab Aziz Ismail Chief Financial Officer Appointed 1 June 2019 As for the Senior Management, the NRC has recommended to the Board for approval that Dato’ Khairil Anuar Aziz and Encik Mohd Shaffie Said be appointed as Group CEO and Group Chief Operating Officer (GCOO) respectively effective 23 April 2019. On 31 May 2019, the Board has approved NRC’s recommendation on the appointment of Ab Aziz Ismail as Chief Financial Officer (CFO) effective 1 June 2019 replacing Raja Faridah Raja Ahmad due to the expiry of her contract as CFO of MSM effective 31 May 2019. REAPPOINTMENT AND RE-ELECTION OF DIRECTORS In accordance with the Constitution of the Company, newly appointed Directors during the year must offer themselves for re-election at the first Annual General Meeting (AGM) following their appointment and one-third of the Directors for the time being shall retire from office at least once in every three years and shall then be eligible for re-election. The directors to retire in every year shall be those who, being subject to retirement by rotation, have been longest in office since their last election or appointment. A retiring Director shall retain office until the close of the general meeting at which he retires. The performance of those Directors who are subject to reappointment and re-election of Directors at the AGM are assessed by NRC whereupon recommendations are submitted to the Board for decision on the tabling of the proposed reappointment or re-election of the Director concerned for shareholders’ approval at the next AGM. 91 CORPORATE GOVERNANCE 07