The independence of Dato’ Muthanna Abdullah and Choy Khai Choon who have served as Independent Non-Executive Directors of the Company have been assessed by the NRC. Both Dato’ Muthanna Abdullah and Choy Khai Choon satisfied the criteria of an Independent Director as defined under Listing Requirements which include being independent of management, free from any business or other relationship which could interfere with the exercise of independent judgement,objectivityor theabilitytoact inthebest interests of the Company, and also being independent of its major shareholders. Based on the NRC assessment, the Board affirmed Dato’ Muthanna Abdullah and Choy Khai Choon to continue to act as Independent Non-Executive Directors of the Company. Dato’ Muthanna Abdullah and Choy Khai Choon has not exceeded the nine (9) years tenure as Independent Director. Clause 105 of the Company’s Constitution stipulates that at any time and from time to time, the Director shall have power to appoint any person to be a Director either to fill a casual vacancy or as an additional Director by way of ordinary resolution. Any Director so appointed shall hold office only until the next AGM and shall then be eligible for re-election. Nik Fazila Nik Mohamed Shihabuddin and Azman Ahmad, who were appointed during the financial year and before the 11th AGM, have successfully completed the Mandatory Accreditation Programmes pursuant to the provision of the Listing Requirements. To assist shareholders in making their decisions in the re-election of Directors, sufficient information such as personal profiles, attendance at Board and Board Committee meetings and the shareholdings in the Company of the Directors standing for re-election is furnished in this Annual Integrated Report. NOMINATION AND REMUNERATION COMMITTEE REPORT BOARD EFFECTIVENES ASSESSMENT Pursuant to the Board’s decision in November 2021, the Board Effectiveness Assessment process for year assessment 2021 (BEA 2021) has been carried out internally. The Board was in the opinion that the external consultant may be appointed for the BEA exercise every two (2) to three (3) years for realignment to ensure the process is correct. This is the first internal BEA done and it is in line with good board governance practices. The BEA 2021 was carried out from 21 December 2021 to 10 January 2022. Three (3) sets of assessment forms were circulated to the seven (7) Directors (except the two newly appointed Directors) to assess the effectiveness of the following: a. Board as a whole b. Board Committees c. Directors’ Self and Peer Evaluation The scope of the assessment for Board as a whole was adopted from the previous year BEA 2020 which covers the core drivers or ten (10) domains influencing the effective functioning of the Board as below: a. Board Roles and Responsibilities (oversight of strategy, risks, performance monitoring); b. Board Leadership; c. Board Dynamics; d. Board Management Relationships; e. Board Composition and Diversity; f. Board Information; g. Board Processes; h. Board Committees; i. Board Agenda and Meeting; and j. Board and Stakeholders Engagement. WHO WE ARE STATEMENT & DISCUSSION BY OUR LEADERS HOWWE OPERATE MSM Malaysia Holdings Berhad ANNUAL INTEGRATED REPORT 2021 242
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