CORPORATE GOVERNANCE OVERVIEW STATEMENT Pursuant to Practice 5.3 of the MCCG, the tenure of an Independent Director shall not exceed a cumulative term of nine years. However, upon completion of the nine years, the Independent Director may continue to serve the Board as a Non-Independent Director. If the Board intends to retain an Independent Director beyond nine years, it shall provide justification and seek annual shareholders’ approval through a two-tier voting process. The tenure of all the current Independent Directors did not exceed a cumulative term of nine years, thus the Company complied with Practice 5.3 of the MCCG. The size and composition of the current Board is well balanced with a good and appropriate mix of knowledge, skills, attributes and core competencies. The Board which currently comprises of five Independent Directors and five Executive Directors is able to discharge its duties professionally and effectively, uphold good governance standards in their conduct and that of the Board. The Independent Directors are able to exercise strong independent judgement and provide balance to the Board with their unbiased and independent views, advice and judgement to all Board deliberations. All the Independent Directors fulfill the criteria of independence as defined in the MMLR and they impartially provide check and balance to the Board. The Executive Chairman has demonstrated strong commitment and judgement in overseeing the management function, looking after the best interest of all shareholders and ensuring that contributions by all Directors were forthcoming on matters being deliberated and that no particular Board member dominated in any of the discussions. This ensures the balance of power and authority within the Board. The Executive Chairman is not a member of the Audit and Risk Management Committee (“ARMC”), Nomination Committee (“NC”) and Remuneration Committee (“RC”) of the Company. The Board does not have a formal policy on boardroom and senior management diversity, nevertheless the Board is committed to ensuring directors and senior management of the Company possess diverse sets of skills, knowledge and experience. In addition, the directors of the Company must have the ability to devote sufficient time and attention to the Company, and are independent taking into account the candidate’s character, integrity and professionalism. On boardroom diversity, the current composition of the Board is diverse in terms of skills, experiences, gender, age and race. The background of each Director can be found on pages 6 to 10 of this Annual Report. Despite the Group is operating mainly in the construction industry which is male-dominant whereby males made up of 88% of the Group’s work force, the Board is supportive of the boardroom gender diversity recommended by MCCG as the Board has two female members (i.e. 20% of the Board). Pursuant to the Company’s gender diversity policy and the Board Charter, and in compliance with MMLR, the Board shall have at least one female Director. Underpinning the Company’s boardroom gender diversity is the commitment to ensure that all Directors are appointed on merit, in line with the standards as set out in Paragraph 2.20A of the MMLR. The Board through the NC will review the proportion of the female to male board members during the annual assessment of the Directors’ performance taking into consideration the appropriate skills, experience and characteristics required in the context of the needs of the Group. At the subsidiary companies’ level, 33% of the directors (other than those Director(s) who also serve on the board of subsidiary companies) appointed by the Company to represent its interest in these subsidiary companies are female. The Group practices equal employment opportunity, there are no barriers to employment or development in our Group by reason of an individual’s gender. Pursuant to the Group’s gender diversity policy, the percentage of senior management positions filled by female shall not be less than the percentage of female employees to the total workforce of the Group. Notwithstanding, the recruitment or promotion of a candidate to the position of senior management is dependent on our organisational needs, the candidate’s skills, experience, core competencies and other qualities. As at 31 December 2022, 34% of the senior management is female, which is higher than the percentage of female employees to total workforce. The Board is satisfied with the level of time committed by its members in discharging their duties and roles as Directors of the Company. All the Directors have full attendance at the Board meetings or committee meetings (where applicable) held during FY2022, and complied with Paragraph 15.06 of the MMLR on the restriction of five directorships in public listed companies. Annual Report 2022 38
RkJQdWJsaXNoZXIy NDgzMzc=