PRG Holdings Berhad Annual Report 2017

• Annual Report 2017 45 During the financial year ended 31 December 2017, six (6) meetings of the Board were held. Details of the Board's attendance record at the Board meetings were as follows: Directors Total Meetings Attended Attendance (%) Dato’ Dr. Awang Adek bin Hussin 1 out of 1 100 (Appointed on 18 August 2017) Dato’ Lua Choon Hann 6 out of 6 100 Dato’ Wee Cheng Kwan 6 out of 6 100 Dato’ Hamzah bin Mohd Salleh 6 out of 6 100 Lim Chee Hoong 6 out of 6 100 Datuk Dr. Wong Lai Sum 6 out of 6 100 Dato’ Lim Heen Peok 5 out of 5 100 (Resigned on 20 September 2017) Cheah Eng Chuan 5 out of 5 100 (Resigned on 20 September 2017) The Company Secretary was present at all Board Meetings held during the financial year ended 31 December 2017. The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities. II. Board Composition For FY2017, the Board comprised four (4) Independent Non-Executive Directors including the Chairman, and two (2) Executive Directors. The composition of the Board complies with the Bursa Securities’ MMLR that requires at least two (2) directors or 1/3 of the Board members, whichever is the higher, are independent directors. After FY2017, two (2) new directors have been appointed to the Board, including one (1) Executive Director and one (1) Non-Independent Non-Executive Director. The composition of the Board is in line with the MCCG that requires at least half of the Board to comprise of Independent Directors. The composition and size of the Board are assessed by the Board through the Nomination Committee appointed by the Board. The Board recognises the benefits of having a diverse Board and to ensure that the mix and profiles of the Board members in terms of age, ethnicity, gender, skills and competencies are required to achieve effective leadership and management. The Board believes that a truly diverse and inclusive Board will leverage the differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethinicity and gender, which will ensure PRG retains its competitive advantage. In order to ensure orderly and effective execution of the roles and responsibilities of the Board, the Board has delegated specific responsibilities to five (5) committees as shown below:- • Nomination Committee • Remuneration Committee • Audit Committee • Risk Management Committee • Long Term Incentive Plan Committee Each Committee operates under their respective approved terms of references and/or operating procedure which are reviewed intermittently. The Chairman of each committee will report to the Board on the outcome of the committees’ meetings which are recorded in the minutes of the Board meeting. No executive power was given to each committee as their responsibility is to deliberate and examine particular issues and report to the Board with their recommendations. The Board holds the ultimate responsibility for the directions and control of the Company. Through the Nomination Committee and the assistance from the Company Secretary, the Board carried out annual assessment on the effectiveness of the Board, Board Committees and the individual Directors of the Company. Besides, the Nomination Committee also assessed the independence of Independent Directors against the established criteria to ensure independent in character and judgement and that they would continue to provide unbiased, objective and independent view to the Board. The Nomination Committee also reviewed and proposed to the Board the re-election of Directors retiring by rotation at the AGM in accordance with the provisions of the Constitution of the Company. All retiring Directors, being eligible, have offered themselves for re-election at the AGM. C o r p o r a t e G o v e r n a n c e O v e r v i e w S t a t e m e n t ( C O N T ’ D )