NOMINATION AND APPOINTMENT OF DIRECTORS The Board has established adequate and effective selection procedures for the search, recruitment and appointment of new Directors and members for Board Committees. A Fit and Proper Policy was adopted to ensure formal, rigorous and transparent process for the appointment, as well as for re-election of directors. This policy guides the NRC and Board in their review and assessment of potential candidates to be appointed onto the board, as well as Directors seeking for re-election. In sourcing for new Board members, candidates are identified through recommendations from existing board members and major shareholder, desktop searches and independent executive searches. For the year under review, there was one (1) new appointment, namely Datuk Amran Hafiz Affifudin, a Non-Independent Non-Executive Director. His appointment was recommended by the major shareholder to replace the resigning director, who is a nominee appointed by the major shareholder. All new directors of the Company are also required to attend at least one (1) external briefing on Section 17A, Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”) as part of Directors’ training and development. Once appointed, new board members would undergo a Board Induction Programme where they would be briefed in detail on the following, to ensure that the new directors are onboarded promptly:- Core Values of UEM Edgenta Group Strategy Internal Audit Function Financial highlights of the Company Legal updates of the Company Businesses of the Group Governance Structure and Governance of the Company Operational Excellence & HSSE Environmental, Social & Governance Human Resources matters of the Group Risk, Integrity & Compliance Identification of Competencies/ Skills Selection of Candidates Interaction Session with Candidates NRC’s assessment and deliberation Recommendation for Board’s Approval The process of appointment of new Directors are as follows:- In assessing and recommending candidates to the Board for Directorship and/or appointment to Board committees, the NRC considers various factors including competencies, time commitment, contribution and performance, skills, knowledge, expertise and experience, professionalism, background, character and integrity and leadership qualities. In addition to being guided by the MCCG and ensuring compliance with the Main Market Listing Requirements, the size and composition of the Board are also taken into consideration during the evaluation for the new appointments to ensure that the board as a whole can perform optimally. After due assessment and shortlisting, with the consent from identified candidate(s), a reputable third-party agency conducts a thorough background screening process to verify their credibility. For the position of Independent Non-Executive Directors, the NRC also evaluates the candidates’ ability to discharge the responsibilities and functions as expected from an Independent Non-Executive Director. Corporate Governance Overview Statement UEM EDGENTA BERHAD 232 Integrated Annual Report 2024
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