STATEMENT ON CORPORATE GOVERNANCE H. Criteria for Board Assessment The performance of the Board and the Board Committees is tracked annually against the Board KPIs, using a Performance Evaluation Sheet (“PES”) as a tool. The Board KPIs focus on achievements of measurable ‘hard targets’ based on 3 criteria, i.e., Board Structure (covering for example, Board composition and Directors’ Succession Planning), Board Operations (covering for example Timeliness, Adequacy of Information and Access to Management) and Board Roles and Responsibilities (covering for example Strategic Vision and Risk Management oversight). Under each criteria the detailed KPI components are stated consistent with best practice requirements. Each Director is required to give Rating ‘1’ for Best Practice, Rating ‘2’ for Meets Requirement and Rating ‘3’ for Areas of Improvement. The final ratings are then reviewed by the NRC, the Board and the Management, and consequently Action Plans are implemented by Management for the areas for improvement highlighted. BOARD COMMITTEES To ensure effectiveness in discharging its duties and responsibilities, the Board is assisted by the Board Committees which operate under their respective terms of reference. Meetings of Board Committees are normally scheduled prior to Board meetings to enable the Board Committees to go through the relevant papers before they are tabled to the Board for decisions. During Board meetings, the Chairpersons of each Board Committee provide summary reports of the recommendations and decisions made at respective Board Committee meetings and highlight to the Board any further deliberation that are required at Board level. The Company has 2 Board Committees, namely the BAC and the NRC. a. Board Audit Committee The composition, terms of reference and a summary of the activities of the BAC are set out separately in the BAC Report on pages 121 to 127 of this Annual Report. The terms of reference of the BAC provides clarity on the responsibilities of the BAC and reflects the BAC’s oversight role on governance, financial reporting, risk management and internal control. b. Nomination and Remuneration Committee The NRC consists of the following members:- Name of Member Designation Directorate 1. Dato’ Halipah Esa Chairperson Independent Non-Executive Director 2. Dato’ Kalsom Abd. Rahman Member Independent Non-Executive Director 3. En. Mohd. Farid Mohd. Adnan (resigned on 1 October 2015) Member Non-Independent Non-Executive Director 4. En. Mohamed Firouz Asnan (appointed in 1 October 2015) Member Non-Independent Non-Executive Director REDISCOVER I REBUILD I SUSTAIN 106
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