STATEMENT ON CORPORATE GOVERNANCE The Company Secretaries are also responsible for advising the Board of their obligations and duties to disclose their interest in securities, disclosure of any conflict of interest in any transactions involving the Company, prohibition on dealing in securities and restrictions on disclosure of price-sensitive information in line with Recommendation 1.6 of the Code. The Company Secretaries organise and attend all Board and Board Committee meetings and ensures these meetings are properly convened and deliberations at the Board and Board Committee meetings are properly recorded, minuted and communicated to relevant management for necessary action. Minutes of Board meetings, which include records of the decisions of the Board, are properly maintained by the Company Secretaries. F. Appointment and Re-election of Directors The NRC ha s t he r e spons i b i l i t y i n mak i ng recommendations for new appointments to the Board. In making these recommendations, the NRC assesses the suitability of candidates, taking into account the required mix of skills, knowledge, expertise and experience, professionalism, integrity, competencies and other necessary qualities, including diversity in gender, before recommending potential new Directors to the Board for appointment. In accordance with Article 95 of the Company’s Articles of Association (“the Articles”), all Directors who are newly appointed to the Board shall hold office until the next AGM subsequent to their appointment and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that AGM. Article 97 of the Company’s Articles also provides that at least one-third (1/3) of the Directors shall retire from office by rotation at least once in every three years but shall be eligible for re-election. At the forthcoming AGM, En. Mohamed Firouz Asnan is retiring pursuant to Article 95 of the Articles as he is newly appointed to the Board after the last AGM and being eligible, has offered himself for re-election. Meanwhile, YBhg. Datuk Nasarudin Md Idris and YBhg. Datuk Manharlal Ratilal are retiring pursuant to Article 97 of the Articles and being eligible, have also offered themselves for re-election. The re-election of Directors is also regulated by the provision of Section 129(6) of the Companies Act, 1965 which provides that Directors over seventy years of age are to retire at every AGM and may offer themselves for re-election. YBhg. Dato’ Ab. Halim Mohyiddin, who has reached seventy years of age as at the date of this Annual Report has offered himself for re-election pursuant to this section and shall retain office until the conclusion of next AGM. The Board is cognisant of the recommendation of the Code that the term for Independent Non-Executive Directors should not be more than 9 years. In view of this, the Board had through the NRC, actively deliberated on the succession planning of the members of the Board. This had resulted in the appointment of YBhg. Dato’ Ab. Halim Mohyiddin as Independent NonExecutive Director and Chairman, and the appointment of YBhg. Dato’ Sekhar Krishnan as Independent NonExecutive Director, back in 15 January 2015. YBhg. Dato Sekhar Krishnan was also made a Member of the Board Audit Committee (“BAC”) effective 1 March 2015 and later re-designated as Chairman of BAC in place of Mr. Harry K. Menon effective 28 May 2015. With regard to Independent Non-Executive Directors who have served the Company for more than 9 years, i.e., YBhg. Dato’ Halipah Esa and YBhg. Dato’ Kalsom Abd. Rahman, the Board believes that their independence has never been compromised and they have diligently delivered the duties and responsibilities as expected of them, including the protection of minority shareholders’ interest. The Board is of the opinion that YBhg. Dato’ Halipah Esa and YBhg. Dato’ Kalsom Abd. Rahman would continue to be professional and will discharge their duties and responsibilities as Independent NonExecutive Directors of the Company. At the forthcoming AGM, the Company will seek its shareholders’ approval to retain YBhg. Dato’ Halipah Esa and YBhg. Dato’ Kalsom Abd. Rahman as Independent Non-Executive Directors of the Company in line with Recommendation 3.3 of the Code. REDISCOVER I REBUILD I SUSTAIN 104
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