The NC has assessed the independence of all Independent Directors during FY2022 and has determined and informed the Board that all Independent Directors remain objective and met the criteria of independence as prescribed in the MMLR. The Board concurred with the findings of the NC, and considered the suitability of each of the Independent Directors to continue to act as independent directors of the Company. The Board recommends and supports the re-election of Datuk Woon See Chin, who is seeking for re-election pursuant to Clause 76(3) of the Company’s Constitution at the forthcoming Fourteenth AGM. New Directorship While the Board allows its Directors to accept appointments to other boards, the Directors are required to discuss with the Chairman and the Chief Executive Officer (“CEO”) before accepting the new appointment and to indicate the time expected to be spent on the new appointment. Role of Board The Board’s role is to represent and serve the interests of the shareholders. It is primarily responsible for setting the appropriate tone at the top, overseeing and supervising the management of the business affairs of the Group towards realising the long-term success and delivery of sustainable value to its stakeholders. The responsibilities of the Board include:- (a) Formulating the Group’s strategic plans and strategies with economic, environmental and social considerations in line with sustainability practices for the Group; (b) Reviewing, challenging and deciding on corporate proposals for the Group, and monitoring its implementation by Management; (c) Overseeing the conduct of the Group’s business to ensure the business is being properly managed with good corporate governance, high standard of ethics and corporate behaviour; (d) Establishing an effective risk management and internal control framework which includes identifying the principal risks and ensuring the implementation of appropriate internal controls and mitigation measures to achieve a proper balance between risks incurred and potential returns to the shareholders; (e) Setting the risk appetite within which the Board expects Management to operate and ensure that there is an appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial risks; (f) Ensure Senior Management has the necessary skills and experience, and there are measures for orderly succession planning for the Company’s Board and Senior Management which are reviewed on an annual basis, and to ensure that there are appropriate policies for training, appointment and performance monitoring of Senior Management; (g) Developing and implementing an investor relation programme or shareholder communication policy for the Company to enable effective communication with stakeholders; (h) Together with Senior Management, promote good corporate governance culture within the Group which reinforces ethical, prudent and professional behaviour; and (i) Ensuring the integrity of the Company’s financial and non-financial reporting. Matters which shall be reserved for decision by the Board, supported by any recommendation as may be made from time to time by the Board Committees (as appropriate) include:- (a) Strategic issues and planning, including sustainability; (b) Corporate plans and programmes; (c) Budget and performance reviews; (d) Dividend policy or declaration of dividends; (e) Material borrowings; (f) Treasury policies; (g) Key human resources issues; (h) New ventures; (i) Material acquisitions and disposals of undertakings, assets and properties; (j) Quarterly financial results and annual financial statements; and (k) Any matters or transactions that fall within the ambit of the Board pursuant to the CA 2016, MMLR, the Company’s Constitution or any other applicable laws and regulations. CORPORATE GOVERNANCE OVERVIEW STATEMENT Annual Report 2022 40
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