Frontken Corporation Berhad 200401012517 (651020-T) • A N N U A L R E P O R T 2 0 2 1 47 CORPORATE GOVERNANCE OVERVIEW STATEMENT (CONT’D) PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION (CONT’D) The NC is entrusted to assess the adequacy and appropriateness of the Board composition, identifying and recommending suitable candidates for Board membership and also to assess annually the performance of the Directors, succession plans and Board diversity, covering gender, age and ethnicity diversity, training courses for Directors and other qualities of the Board, including core-competencies which the Independent Non-Executive Directors should bring to the Board. The Board has the ultimate responsibility to decide on the appointment. This process ensures that the Board membership accurately reflects the long-term strategic direction and needs of the Company and determines the skill matrix to support the strategic direction and needs of the Company. The Board has engaged an independent professional firm, BDO Governance Advisory Sdn Bhd, to conduct a Board effectiveness evaluation in November 2021 to assess the effectiveness of the Board, Board Committees and Individual Directors. The carefully designed and independently conducted Board evaluation process identified the strengths of the Board as well as areas for improvements. A detailed self-assessment is undertaken to assess the effectiveness of the Board as a whole and the Board Committees as well as the contribution and performance of each individual Director. The Board evaluation process was conducted via a set of questionnaires containing both quantitative and open-ended questions, based on self and peer-rating by the Chairman of the Board and respective Chairmen of the Board Committees, and interviewed with Board members via conference call to further discussed on relevant matters from the surveys. Based on the evaluation conducted, the NC was satisfied with the existing Board composition and concluded that each Director has the requisite competence and capability to serve on the Board and had sufficiently demonstrated their commitment to the Group in terms of time and participation during the financial year under review and recommended to the Board for the re-election of the retiring Directors at the Company’s forthcoming Annual General Meeting (“AGM”). All assessments and evaluations carried by the NC in discharge of its functions were duly documented. At the end of the financial year under review, the Board has a Director, namely Dato’ Haji Johar Bin Murat @ Murad, who has served for more than twelve (12) years as an Independent Non-Executive Director. Dato’ Haji Johar bin Murat @ Murad has indicated that he would be retiring at the forthcoming 18th Annual General Meeting to be held later this year and this information will be added to the Notice of the 18th Annual General Meeting accordingly. The NC has assessed the independence of the three Independent Non-Executive Directors, namely Dato’ Haji Johar Bin Murat @ Murad, Ng Chee Whye and Koh Huey Min. Following the recommendation of the NC, the Board is of the opinion that the independence of the Independent Non-Executive Directors remained unimpaired and their judgement over business dealings of the Company were not influenced by the interest of the other Directors or substantial shareholders. The Company does not have a specific policy for setting targets for gender, ethnic or age composition in the Board. The suitability of candidates is evaluated based on the candidates’ competency, character, time availability, integrity, and experience in meeting the Company’s needs. The Board constantly advocates fair and equal participation and opportunity for all individuals of the right calibre.
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