21 ENRA GROUP BERHAD ANNUAL REPORT 2025 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D) III. Remuneration (Cont'd) The remuneration of the Non-Executive Directors is determined in accordance with their experience and the level of responsibilities assumed as well as their contribution to the Company. The determination of the remuneration of the Non-Executive Directors is a matter for the Board to consider and individual Directors do not participate in decisions regarding their own remuneration package, and are subject to the prior approval of shareholders at the AGM of the Company. The Company reimburses reasonable expenses incurred by the Non-Executive Directors in the course of their duties as Directors. During FYE 2025, the BNRC had undertaken the following activities in relation to remuneration matters: - (a) Considered and recommended the remuneration of the Non-Executive Directors for shareholders’ approval at the 32nd AGM of the Company. (b) Reviewed the scorecard achievements and recommended the proposed profit share allocation for the Executive Directors. The Board has a formalised Remuneration Policy for Directors and Senior Management which outlines the principles for the BNRC to determine and propose an appropriate level of remuneration for the Directors and Senior Management. The policy is available on the Company’s website at www.enra.my. Details of the remuneration of the Directors of the Company for FYE 2025 are provided in Practice 8.1 of the CG Report. PRINCIPLE B – EFFECTIVE AUDIT AND RISK MANAGEMENT I. Audit, Risk Management and Sustainability Committee The Board has established an ARMSC to provide robust and comprehensive oversight on the financial reporting matters as well as the external audit, internal audit and sustainability processes. As at 30 June 2025, the ARMSC comprises three (3) members, all of whom are Independent Non-Executive Directors. The Company also complies with Practice 9.1 of the MCCG 2021 that the Chairman of the ARMSC is not the Chairman of the Board. In line with the requirements of Paragraph 15.09 (1)(c)(i) of the MMLR of Bursa Securities, one (1) of the members of ARMSC is a member of the Malaysian Institute of Accountants (“MIA”) and a qualified Chartered Accountant with the Institute of Chartered Accountants in England and Wales (ICAEW). The Board upholds the integrity of financial reporting by the Company. As such, it has established procedures, via the ARMSC, in assessing the suitability and independence of the external auditors. Such procedures entail the provision of written assurance by the external auditors, confirming that they are, and have been, independent throughout the conduct of the audit engagement with the Company in accordance with the independence criteria set out by the MIA. The ARMSC has met with the external auditors without the presence of the Executive Directors and Management twice during the FYE 2025. The ARMSC is satisfied in its review that the provision of non-audit services by Messrs. BDO PLT to the Group for FYE 2025 did not in any way impair their objectivity and independence as external auditors of the Company. On an annual basis, the ARMSC reviews and monitor the suitability and independence of the external auditors. The ARMSC is satisfied with the competence and independence of the external auditors and had recommended the re-appointment of Messrs. BDO PLT as external auditors for shareholders’ approval at the 33rd AGM. CORPORATE GOVERNANCE OVERVIEW STATEMENT (Cont’d)
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