EXCEL FORCE MSC BERHAD 29 PRINCIPLE A- BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) 6.0 Stakeholders are able to form an opinion on the overall effectiveness of the Board and individual directors. The Company conducts an annual assessment to evaluate the effectiveness of the Board and the Board committee as well as the performance of each individual director through the Nomination Committee (“NC”). The NC will evaluate the overall performance rating through issuance of assessment and evaluation form. This assessment and evaluation form consists of 4 sections:- Section I – Board and Board Committees Evaluation Section II – Assessment of Character, Experience, Integrity, Competence and Time Commitment Section III – Assessment on Mix of Skill and Experience Section IV – Evaluation of level of independence of a Director The NC will also conduct an assessment on the overall performance of internal and external auditors. The NC of the Company comprises exclusively Independent Non-Executive Directors and its current composition is as follows: - Name of Directors Position Dato’ Sri Ismail bin Ahmad Chairman Datuk Mat Noor bin Nawi Member Elisa Tan Mun-E (Appointed on 1 December 2021) Member TheNCmeets at least once a year to carryout the activities as enshrined in its terms of reference, ormore frequently as the need arises, at the discretion of the Chairman of the NC. The NC has access to any form of independent professional advice, information and the advice and services of the Company Secretaries, if and when required, in carrying out its functions. The Company Secretaries shall record, prepare and circulate the minutes of the meetings of the NC and ensure that the minutes are properly kept and produced for inspection if required. The NC is carry out the activities as follows: (a) To review nominations of new directors based on selection criteria such as the incumbent's credential and their skills and contributions required by the Company. (b) To ensure that the Board has an appropriate balance of skills, expertise, attributes and core competencies from its member. (c) To recommend to the Board the potential directors to fill the seats of the Board Committees. (d) To assess annually the effectiveness of the Board, its Committees and the contribution of each Director. (e) To review succession plans for members of the Board. (f) To recommend training needs to the Directors. The NC will evaluate the effectiveness of the Board as a whole, including Board Committees and the contribution of each Director annually and properly documented. The performance evaluation process established shall include clear evaluation criteria and communicated to each individual Director. All report shall be gathered and assessed by the NC for the Board's review and approval. The evaluation will be done at least once a year to gauge the effectiveness of the Board's performance, the adequacy of the blend of skill sets and experience of the Board. During the financial year, the NC held one (1) meeting to carry out its function as stated within the term of reference. The NC reviewed the present composition of the Board and was of the view that the composition of the Board was made up of a balance mixture of skills and professionalism, no additional boardmember is required for the time being. All Directors have completed the Director’s Self-Assessment Form and the Performance Evaluation Sheet (PES) for the assessment of the Board and Board Committees. The NC noted that there were nomajor issues of concern. Corporate Governance Overview Statement (cont’d)
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