76 DATASONIC GROUP BERHAD GOVERNANCE 05 CORPORATE GOVERNANCE OVERVIEW STATEMENT PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION (CONT’D) Appointment of Board members The appointment of new Board member 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, the NRC considers the candidate’s ability to discharge such responsibilities/function as well as the candidate’s competencies, commitment, contribution and performance, skills, knowledge, expertise and experience, professionalism, age, cultural backgrounds, leadership qualities and integrity. For appointment of Independent Director, considerations will also be given on whether the candidate meet the criteria for independence as prescribed by the MMLR of Bursa Malaysia and time commitment expected from them. On 14 September 2022, the NRC Chairman and member, namely, Dato’ Sri Sharifuddin bin Ab Ghani and Cik Noor Suhaila binti Saad retired at the conclusion of the Fourteenth AGM. In the absence of a functioning NRC, the Board at the additional Board meetings held on 14 September 2022 had taken appropriate action to review and assess the candidates for the proposed appointment of additional Directors, in response to the shareholders’ nomination. The proposed appointment of additional Directors was not a new proposal as it had been tabled and deliberated at the previous Board meetings. The Board deliberated on the skills, experience and leadership of the candidates. The Board also reviewed the individual bankruptcy status and conducted fit and proper assessment of the candidates based on the fit and proper declaration submitted by the candidates. The Board subsequently approved the appointment of the following additional Directors:- • Datuk Haji Abu Hanifah bin Noordin as Deputy Executive Chairman and Chief Executive Officer; • Mr Chew Chi Hong as Executive Director; • CP (R) Datuk Mohd Khalil bin Kader Mohd as Independent Non-Executive Director; and • Dato’ Roseleen binti Buyong as Non-Independent Non-Executive Director. In September 2022 and October 2022, the NRC reviewed the suitability of the candidates for the appointment of Independent Non-Executive Directors. The NRC also reviewed the confirmation of independence, individual bankruptcy status and conducted fit and proper assessment on the candidates based on the fit and proper declaration submitted by the candidates. The Board approved the recommendation of the NRC on the appointment of the following Independent Non-Executive Directors:- • Tan Sri Dato’ Seri Dr Khalid bin Abu Bakar on 29 September 2022; • Tan Sri Ahmad Zaki Ansore bin Mohd Yusof on 29 September 2022; • Tan Sri Borhan bin Dolah on 12 October 2022; and • Datin Normaliza binti Kairon on 12 October 2022. 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 October 2022, the NRC reviewed and recommended for the approval of the Board the re-designation of Encik Safian bin Mohd Yunus from the position of Executive Director to Non-Independent Non-Executive Director of the Company. In May 2023, the NRC also conducted the fit and proper assessment on the respective Directors who are seeking for re-election at the Fifteenth AGM of the Company. The Directors concerned have submitted their fit and proper declarations to the Company prior to the proposed re-election as Directors.
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