Ni Hsin Berhad Annual Report 2017

Annual Report 2017 Ni Hsin Resources Berhad (653353-W) 19 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) 1 Board Responsibilities (continued) In February and March 2018 the Board Charter, Terms of Reference of the Board Committees and the Code of Conduct were tabled and approved by the Board to be in line with the CG practices set out in the MCCG. The Chairman oversees the Board in the effective discharge of its supervisory role emphasising on governance and compliance. The position of the Chairman and Chief Executive Officer/Managing Director are held by different individuals. The Chairman is an Independent Non-Executive Director. The Board is supported by qualified and competent Company Secretaries. The Board has direct access to the advice and services of the Company Secretaries. The Company Secretaries play an advisory role to the Board in relation to the Company’s constitution, Board’s policies and procedures, corporate governance and compliance with the relevant regulatory requirements and legislations. The Company Secretaries are suitably qualified, competent and capable of carrying out the duties required. 2 Board Composition The Board is well balanced, comprising experienced businessmen and qualified professionals of diverse age, ethnicity and gender. The Directors collectively bring with them diverse knowledge, skill, extensive experience and expertise in areas such as strategic planning, business development, finance, corporate affairs, marketing and operations. The Board currently has seven (7) members, comprising four (4) Independent Non-Executive Directors, one (1) Non-Independent Non-Executive Director and two (2) Executive Directors. This complies with Paragraph 15.02 of the MMLR which requires at least two (2) or one-third (1/3) of the Board of the Company, whichever is higher, are Independent Directors. The Board has further applied Practice 4.1 of MCCG on more than half of the Board is comprised of Independent Directors. There was 28% women representation on the Board for a period of ten (10) months in 2017 (from March to December 2017). The Board will justify and seek shareholders’ approval in the event it retains an Independent Director who has served in that capacity for a cumulative period of more than nine (9) years. During the financial year under review, the activities undertaken by the NC include: (a) Recommended to the Board the appointment of Encik Sofiyan Bin Yahya and Encik Rithauddin Hussein Jamalatiff Bin Jamaluddin as Independent Non-Executive Chairman and Independent Non-Executive Director respectively after having considered, amongst others, the following criteria:- • education background; • skills, knowledge, expertise and experience; and • possibility of conflict-of-interests. (b) Recommended to the Board the re-designation of Encik Rizvi Bin Abdul Halim as Independent Non-Executive Chairman, followed by Executive Director after having considered his qualification, character, experience, integrity, competency and time commitment. (c) Recommended to the Board the re-designation of Datuk Tan Choon Hwa as Independent Non-Executive Director after having reviewed his character, experience, knowledge, integrity, competency and time commitment. (d) Reviewed and recommended to the Board the re-designation of Datin Ida Suzaini Binti Abdullah as Non-Independent Non- Executive Director after having reviewed her character, experience, knowledge, integrity, competency and time commitment. (e) Reviewed and recommended to the Board the appointment of Chairman/member to the RC, NC and ARMC. (f) Assessed and was satisfied with the effectiveness of the Board as a whole and the Board committees and the contribution of each Director. (g) Reviewed and was satisfied with the mix of skills, knowledge, expertise and experience, composition and size of the Board in terms of gender, ethnicity and age. (h) Assessed the independence of Independent Directors and concluded that the Independent Directors are independent and have complied with the criteria of independence as set out in MMLR. Corporate Governance Overview Statement (continued)