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Datasonic Group Berhad
(Company No. 809759-X)
31
STATEMENT ON CORPORATE GOVERNANCE
(Continued)
2.
STRENGTHEN COMPOSITION (CONT’D)
2.2 Develop, Maintain and Review Criteria for Recruitment and Annual Assessment of Directors
(cont’d)
Upon appointment, new Directors will be issued with a manual which consists amongst others
the Memorandum and Articles of Association of the Company, the Board Charter, the relevant
policies and procedures of the Group, the Board meetings schedule for the year as well as
obligations in relation to disclosure of interests in securities, conflicts of interest and restrictions
on dealings in securities. During the year under review, no new Director was appointed to the
Board.
In April 2016, the Company Secretary facilitated the Nomination Committee in carrying out
the annual evaluation of the effectiveness of the Board and Board Committees and individual
Director. The areas of evaluation include the roles and responsibilities of the Board; the Board
composition; information to the Board; conduct of Board meetings; Performance Evaluation
on Board and Board Committees and Directors’ self-assessment. In May 2016, the Nomination
Committee reviewed the results of the evaluation exercise and considered the comments
given by the Board/Board Committees members and the areas for continuous improvement.
The overall results of the evaluation exercise were satisfactory with an average rating of 4.6 and
above on a 5-point rating scale. Based on the Nomination Committee’s recommendation, the
results of the annual evaluation and the areas for continuous improvement were deliberated
and adopted by the Board.
The Nomination Committee assessed the performance and time commitment of those Directors
who are due to retire and eligible to stand for re-appointment or re-election at the Annual
General Meeting, taking into consideration the results of the evaluation on the effectiveness of
the Board, Board Committees and Directors’ self-assessment; time commitment in discharging
their roles and responsibilities, including attendance at Board or Board Committees meetings,
briefings and site visitations; participation in continuing training programmes, contribution to
the Board through their skills, knowledge, expertise and experience; and directorships in other
public listed companies, public companies and corporations.
The Nomination Committee is satisfied with the performance of the retiring Directors. The Board
approved the Nomination Committee’s recommendations for the re-appointment or re-election
of the concerned Directors.
In May 2016, the Nomination Committee conducted an annual review on the terms of office
and performance of the Audit Committee and its members. The Nomination Committee, save
for Dato’ Wan Mohd Safiain bin Wan Hasan who abstained from deliberation in respect of his
own performance is satisfied that the Audit Committee and its members have carried out their
duties in accordance with the Terms of Reference of the Audit Committee. The outcome of the
review on the terms of office and performance of the Audit Committee and its members were
deliberated and adopted by the Board based on the recommendation by the Nomination
Committee.
The NominationCommittee reviewed the requiredmix of skills and experience and other qualities,
including core competencies which the Directors should bring to the Board. The current Board
has a mix skills and experience of Directors from diverse professional backgrounds with a wide
range of experience and expertise in security; information technology and engineering; project
development; corporate management/business; finance/taxation; accounting/auditing; and
legal. This provides a collective range of skills, expertise and experience which is vital for the
successful direction of the Group.