6 GOVERNANCE 229 NOMINATION AND APPOINTMENT OF DIRECTORS The Board has established adequate and effective procedures for the selection, recruitment, and appointment of new directors and members of Board committees. To support a formal, rigorous and transparent appointment process, the Board has adopted a Fit and Proper Policy which governs the appointment of new directors and re-election of the existing directors. This policy guides the NRC and the Board in evaluating and assessing potential candidates and directors seeking for re-election. In sourcing new Board members, candidates are identified through recommendations from the existing Board members and/or major shareholders, desktop searches and independent executive search firms. With the consent of the identified candidate(s), a reputable third-party agency will be engaged to conduct a thorough background screening to verify the candidates’ credibility. During the year under review, the appointment of Encik Shaiful Subhan as new Managing Director/Chief Executive Officer of the Company had gone through a formal succession and transition process undertaken at the NRC and Board level, where Encik Shaiful was serving as a chief officer in charge after the resignation of Encik Syahrunizam Samsudin. In evaluating and recommending candidates for the Board and/or the Committees, the NRC considers a comprehensive set of factors including but not limited to the following: • competencies and skill sets • time commitment, contribution and performance • knowledge, expertise and relevant experience • professionalism and background • character and integrity • leadership qualities Taking cognizance of the application of MCCG and compliance with the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the NRC reviews the size and composition of the Board to ensure that the Board continues to function effectively and optimally. For the position of Independent Non-Executive Directors, the NRC evaluates the candidates’ ability to discharge the responsibilities and functions as expected from an Independent Non-Executive Director. The process of appointment of new directors is depicted in flow chart below: Identification of Competencies/ Skills Interaction Session with Candidates Recommendation for Board’s Approval Selection of Candidates NRC’s assessment and deliberation To ensure the onboarding of new director(s) is carried out promptly, the new director(s) will undergo a Board Induction Programme which provides the new director(s) an insight on the Company: Core Values of UEM Edgenta Internal Audit Function Group Strategy Financial highlights of the Company Environmental, Social & Governance Businesses of the Group Legal updates of the Company Operational Excellence & HSSE Human Resources matters of the Group Governance Structure and Governance of the Company Risk, Integrity & Compliance All new directors of the Company are also encouraged to attend at least one (1) external briefing on Section 17A, Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”) as part of the directors’ training and development.
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