Annual Report 2023 77 CORPORATE GOVERNANCE OVERVIEW STATEMENT PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION (CONT’D) Chairman of NRC Dato’ Wan Ibrahim bin Wan Ahmad has been appointed as the Chairman of the NRC on 29 September 2022 in place of Dato’ Sri Sharifuddin bin Ab Ghani who has retired as Director and Chairman of the NRC at the conclusion of the Fourteenth AGM. Board Assessment In April 2023, the Company Secretaries facilitated the NRC in carrying out the annual evaluation of the effectiveness of the Board, Board Committees and individual Directors. In May 2023, the NRC assessed the effectiveness of the Board, the Board Committees and the contributions of the Directors. The results indicated that the Board and Board Committees had been effective in discharging their functions, roles and responsibilities. The comments given by the Board members on the areas for continuous improvement were duly noted by the Board. The results of the evaluation exercise will form the basis of recommending for the re-election of Directors. The NRC also reviewed the tenure of each Director. Directors’ Retirement and Re-election In May 2023, the NRC assessed the performance, contributions, independence, fitness and proprietary of each Director who is due to retire and eligible to stand for re-election at the Fifteenth AGM, taking into consideration the results of the evaluation on the effectiveness of the Board, Board Committees and Directors’ self-assessment conducted for the financial year 2023, 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’s deliberation through their skills, knowledge, expertise and experience. Based on the outcome of the self-independent assessment, the NRC was satisfied that the Independent Directors, namely, Tan Sri Ahmad Zaki Ansore bin Mohd Yusof, Tan Sri Borhan bin Dolah, Tan Sri Dato’ Seri Dr Khalid bin Abu Bakar, CP (R) Datuk Mohd Khalil bin Kader Mohd, Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad, Dato’ Ibrahim bin Abdullah, Datin Normaliza binti Kairon and Mr Yee Kim Shing @ Yew Kim Sing have complied with the independence criteria as set out in the MMLR of Bursa Malaysia and continue to bring independent and objective judgment to the Board deliberations. The NRC is satisfied that the following Directors who are retiring at the forthcoming Fifteenth AGM met the performance criteria required for an effective and committed Board:- • Dato’ Ibrahim bin Abdullah and Encik Safian bin Mohd Yunus who are retiring in accordance with Clause 165 of the Constitution of the Company; and • Datuk Haji Abu Hanifah bin Noordin, Mr Chew Chi Hong, Tan Sri Ahmad Zaki Ansore bin Mohd Yusof, Tan Sri Borhan bin Dolah, Tan Sri Dato’ Seri Dr Khalid bin Abu Bakar, CP (R) Datuk Mohd Khalil bin Kader Mohd, Datin Normaliza binti Kairon and Dato’ Roseleen binti Buyong who are retiring in accordance with Clause 156 of the Constitution of the Company. The Board approved the NRC’s recommendations for the re-election of the concerned Directors. Succession Planning The Board recognises the importance of identifying and retaining talent as key factor to the Group’s continued growth and success. The Succession Planning Guidelines adopted by the Board are intended to provide a general method to help the Group develop and implement its own succession planning process. The Guidelines are to ensure continuity of key management positions that exert critical influence on organisational activities, either operationally, strategically or both.
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