PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) II. Board Composition (continued) Nomination Committee The Nomination Committee consists of three (3) members, all of whom are Independent Non-Executive Directors. The composition of the Nomination Committee is set out below: Directors Position Datin Azalina binti Adham Chairman of Nomination Committee & (appointed on 27 August 2021) Independent Non-Executive Director Dato’ Dr. Awang Adek bin Hussin Chairman of Nomination Committee & (resigned on 27 August 2021) Independent Non-Executive Chairman Lim Chee Hoong Independent Non-Executive Director Ji Haitao Independent Non-Executive Director The Nomination Committee met twice during the FY2021. The Nomination Committee Members’ attendance record is outlined on Page 41 of this Statement. The process and criteria to identify and nominate candidates for appointment as a Director, and re-election and reappointment of existing Directors are set out in the Directors’ Recruitment Criteria /Board Charter/Terms of Reference of Nomination Committee. The Terms of Reference of Nomination Committee is available at the Company’s Website. The Constitution of the Company requires one-third of the Directors to retire from office and subject themselves to re-election by the shareholders in every annual general meeting at least once every three years. The Constitution of the Company also provides that a newly appointed director must retire and submit himself for re-election at the next annual general meeting following his appointment. Thereafter, he is subject to be re-elected at least once every three years. A Director who is due for retirement shall abstain from deliberating and voting on the resolution concerning his re-election as a Director. The Nomination Committee is tasked with the responsibility to review and recommend to the Board the Directors for re-election at the annual general meeting of the Company, having due regard to their skills, experience and other attributes that would continue to contribute to the Board. During the FY2021, the Nomination Committee undertaken the following activities: (a) appraised the proposed appointment of Datin Azalina binti Adham as an Independent Non-Executive Director of the Company and was satisfied, upon reviewed and assessed the suitability of Datin Azalina against the evaluation criteria and considerations such as her experience in financial and capital markets, and took cognisance that the appointment would provide a diverse mix of skills and knowledge in the Board, had recommended the appointment to the Board for approval. CORPORATE GOVERNANCE OVERVIEW STATEMENT 43 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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