Datasonic Group Berhad 54 Corporate Governance Overview Statement PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS II. BOARD COMPOSITION (Cont’d) Tenure of Independent Directors The Board has no policy that limits the tenure of its Independent Directors to nine (9) years without further extension. Upon the completion of the nine (9) years, an Independent Director may continue to serve on the Board subject to the Director’s re-designation as a NonIndependent Director. The Board may recommend and subject to the shareholders’ approval through a two-tier voting process, retain an Independent Director who has served beyond a cumulative term of nine (9) years as an Independent Director of the Company. In May 2022, the NRC assessed and recommended that General Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing, who have served as Independent NonExecutive Directors of the Company for a cumulative term of more than nine (9) years, to continue to act as the Independent Non-Executive Directors of the Company. Hence, the Board would table the ordinary resolutions to the shareholders at the forthcoming Fourteenth Annual General Meeting (“AGM”) to retain General Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing as the Independent Non-Executive Directors of the Company. Annual Assessment of Independence In April 2022, all the Independent Non-Executive Directors have declared and affirmed their independence. As part of the annual assessment of independence, the NRC reviewed, assessed and evaluated the independence of the Board’s Independent Directors and was satisfied that all the seven (7) Independent Non-Executive Directors met the independence criteria as prescribed by the MMLR of Bursa Malaysia and are able to act in an independent and objective manner. Appointment of Board and Senior Management The appointment of new Board member and Senior Management is under the purview of the NRC whose primary responsibilities are to evaluate, assess and recommend candidates for the Board’s approval. In reviewing and recommending to the Board on the appointment of new Board member and Senior Management, the NRC considers the candidate’s ability to discharge such responsibilities/function and the candidate’s competencies, commitment, contribution and performance, skills, knowledge, expertise and experience, professionalism, age, cultural backgrounds, leadership qualities and integrity. For the appointment of Independent Director, considerations will also be given on whether the candidate meet the requirements for independence criteria as prescribed by the MMLR of Bursa Malaysia and time commitment expected from them. In May 2021, the NRC assessed the suitability of the candidate, Encik Azrul bin Yahaya, for the appointment as Director and Non-Independent and Non-Executive Director of the Company. The NRC was guided by criteria for membership of the Board as stipulated in the Board Charter. Based on the NRC’s review, the Board determined that the candidate recommended by the Management has appropriate understanding of the conduct of the Group’s business, commitment, high ethical standards and experience to enable him to discharge his duties and responsibilities effectively. Upon the Board’s approval, Encik Azrul bin Yahaya was appointed Director and Non-Independent and NonExecutive Director of the Company on 31 May 2021. The Board will consider sourcing from Directors’ registry or the use of independent search firms to identify the most suitable candidates for future Board position. In May 2022, the Board reviewed and approved the establishment of the Directors’ Fit and Proper Policy, which set out the fit and proper criteria for the appointment and reappointment of Directors of the Group and to aid in constant endeavour to ensure that only individuals of high caliber and who possess the right blend of qualifications, expertise, track record and integrity are appointed to the Board. Chairman of NRC The NRC is led by Dato’ Sri Sharifuddin bin Ab Ghani, the Independent Non-Executive Director of the Company who directs the NRC for succession planning, appointment of Directors and Senior Management, and annual review of Board effectiveness.
RkJQdWJsaXNoZXIy NDgzMzc=