PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) I. Board Responsibilities (continued) The Board meets on quarterly basis to review the Company’s financial, operational and business performance, amongst others. In order to facilitate the Directors’ time planning, the annual meeting calendar setting out the scheduled dates for meetings of the Board and Board Committees as well as annual general meeting is prepared and circulated in advance to enable the Directors to plan in advance. Special Board meeting will be convened if urgent matters arise which requires the Board’s immediate attention and/or decision. The annual meeting calendar also sets out the closed periods for dealings in the securities of the Company to be strictly adhered to by the Directors and Principal Officers based on the targeted date of announcement of the Group’s interim financial results every quarter. All the Directors are required to submit and declare to the Board at every quarter’s meeting their interest, if any, whether direct or indirect, in any contracts/ transactions involving the Group to facilitate assessment by the Board of any new interest or relationship involving the Directors. A Director who is in any way, whether directly or indirectly, interested in a contract entered into or proposed to be entered into by the Company shall be counted only to make the quorum at the board meeting but shall not participate in any discussion while the contract or proposed contract is being considered at the board meeting and shall abstain from voting on the contract or proposed contract. Details of the attendance recorded by the Directors at the meetings held during FY2021 were as follows: Board of Board Committees Directors ARMC NC RC Non-Executive Directors Dato’ Dr. Awang Adek bin Hussin# 5/5 4/4 2/2 2/2 Lim Chee Hoong 5/5 5/5 2/2 2/2 Ji Haitao 5/5 5/5 2/2 2/2 Datin Azalina binti Adham* (appointed on 27 August 2021) 1/1 1/1 N/A N/A Executive Directors Dato’ Lua Choon Hann 5/5 - - - Dato’ Wee Cheng Kwan 5/5 - - - Ng Tzee Penn 3/5 - - - Total number of meetings held 5 5 2 2 Chairman Member Non-member Notes: ARMC: Audit and Risk Management Committee NC: Nomination Committee RC: Remuneration Committee *: Appointed as the Chairman of NC and member of ARMC and RC on 27 August 2021 #: Resigned as the Chairman of NC and member of ARMC and RC on 27 August 2021 CORPORATE GOVERNANCE OVERVIEW STATEMENT 41 P R G H O L D I N G S B E R H A D A N N U A L R E P O R T 2 0 2 1 (cont’d)
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