EXCEL FORCE MSC BERHAD 27 PRINCIPLE A- BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) 5.0 Board decisions are made objectively in the best interests of the Company taking into account diverse perspective and insights. (cont’d) 5.2 The Board noted the MCCG’s recommendation that the tenure of an independent director should not exceed a cumulative term of nine years. Upon completion of the nine years, an independent director may continue to serve on the Board as a non-independent director. In the event the Board intends to retain an independent director beyond nine years, it should justify and seek annual shareholders' approval through a two-tier voting process. The Board holds the view that the ability of an Independent Director to exercise independence is not a function of his length of service as an Independent Director. The suitability and ability of an Independent Director to carry out his roles and responsibilities effectively are very much a function of his caliber, qualification, experience and personal qualities. 5.3 The Board recognises the importance of independence and objectivity in the decision-making process. The Board is committed to ensure that the independent directors are capable to exercise independent judgment and act in the best interest of the Group. The independent directors of the Company fulfill the criteria of "Independent" as prescribed under MMLR. They act independently of management and are not involved in any other relationship with the Group that may impair their independent judgment and decision making. 5.4 The appointment or re-appointment of Board member, the Board will consider the current composition and the tenure of each member. Any recommendation from Nomination Committee for appointment or reappointment will consider carefully with due consideration given to the mix of expertise and experience that may contribute to a more effective Board. The Nomination Committee reviews and assesses the Board composition periodically to ensure that it has balance mixed skills and business experience to contribute to the success of the Group. The assessment is merit based. 5.5 In accordancewith the Company's Constitution, all Directors shall retire fromoffice at least once every three (3) years but shall be eligible for re-election. At the forthcoming AGM, Mr Eng Shao Hon, Datuk Mat Noor bin Nawi, Tan Sri Dato’ Dr Muhammad Rais bin Abdul Karim and Ms. Elisa Tan Mun-E are retiring pursuant to Clause 105 and 114 of the Company’s Constitution respectively. Mr Eng Shao Hon and Datuk Mat Noor bin Nawi are standing for re-election pursuant to Clause 105 of the Company’s Constitution while Tan Sri Dato’ Dr Muhammad Rais bin Abdul Karim and Ms Elisa Tan Mun-E are standing for re-election pursuant to Clause 114 of the Company’s Constitution. Their profiles are set out in Board of Directors' Profile of this Annual Report. 5.6 The Board is supportive of the recommendation of MCCG and recognises the importance of boardroom diversity to the establishment of workforce gender diversity policy. As of the date this Statement,the Board currently has one (1) female director, the Group is working towards achieving the Country’s aspirational target of achieving 30% representation of women on board. 5.7 The Board used a variety of approaches and sources to ensure that it can identify the most suitable candidates. This may include sourcing from a directors' registry and open advertisement or the use of independent search firm. Currently, the appointment of candidates for non-executive director position were sourced from recommendation made by the existing Board member, management or major shareholders. Corporate Governance Overview Statement (cont’d)
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