Succession Planning The Board, through the BNRC, has oversight of the succession planning for the Board, Board Committees and Senior Management. Under its TOR, BNRC is to ensure that all candidates appointed to these positions are of sufficient calibre and competence. In this respect, the factors considered by the BNRC include the candidates’ profiles, achievements, personalities and suitability for the respective positions. The Board has a Board Succession Planning Framework in place, in ensuring the identification and selection of new NEDs in the event of an opening on the Board, whether such opening exists by reason of an anticipated retirement, an unanticipated departure, the expansion of the size of the Board, or otherwise. The structured succession plan addresses the composition and effectiveness of the Board. In addition to the succession plan for Directors, the BNRC also reviews the succession planning for the Senior Management of the Company. Board Meetings, Attendance and Access of Information The Board meets at least six (6) times a year with additional meetings convened as and when necessary. The Board also considers and approves matters via circular resolutions. All Directors’ written resolutions passed by the Board are tabled at the next Board meeting for notification. The calendar of meetings of the Board and Board Committees are drawn up at the end of the previous financial year to enable the members of the Board to meet the time commitment for the meetings. The Board practices robust and vigorous deliberations at Board and Board Committee meetings to ensure that opportunities are given to all Directors to participate and contribute to the decision-making process as well as to make certain that the process of constructive and healthy dialogue is achieved. The respective Chairmen of the Board Committees also update the Board on the proceedings of their committee meetings. The Chairman of the SSC attends the Board meeting as a permanent invitee to facilitate and assist the Board when deliberating issues relating to Shariah. The Group CEO attends the Board meeting as a permanent invitee. If required, relevant members of the Senior Management and external advisers are also invited to attend the Board meeting to report and apprise the Board on matters pertinent to their areas of responsibility. All proceedings of the Board are duly recorded in the minutes of meeting. The minutes of Board meetings accurately reflect the deliberations and decisions of the Board, including any dissenting views and if any Director had abstained from voting or deliberating on a particular matter. The signed minutes of each Board meeting are properly kept by the Company Secretary. At all meetings, the Board practices a strong culture of open debate and raises challenging questions. The agenda for Board and Board Committee meetings is finalised on consultation between the Chairman of the Board and respective Committees. Board meetings are convened immediately following the finalisation of the Company’s quarterly and final results for the Board to review and approve prior to announcement to Bursa Malaysia. Board members have access to Board papers through a collaborative software which allows the Directors to access, read and review Board papers and confer with each other and the Company Secretary electronically. Presentations to the Board are delivered in a manner that ensures clear and adequate understanding of the subject matter. Management will take the Board through the Board paper for a more detailed explanation. The Directors may seek independent professional advice at the Group’s expense in furtherance of their duties. Directors have direct access to the Management and have unrestricted access to any information relating to the Group to enable them to discharge their duties. Directors are expected to attend at least 75% of total Board meetings in any applicable financial year and must not appoint another person to attend/participate in a Board meeting on his/her behalf. The Directors’ commitment in carrying out their duties and responsibilities is reflected by their attendance at the meetings of the Board and Board Committees. The Board is satisfied that each Director has devoted sufficient time to effectively discharge his/her responsibilities. In addition, to ensure the Directors will remain committed and be able to provide sufficient focus on their responsibilities, their involvement in Integrated Report 2022 188 Corporate Governance Overview Statement
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