19 ANNUAL REPORT 2026 ENRA GROUP BERHAD PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D) I. Board Responsibilities (Cont'd) Details of the Board Charter, Directors’ Code of Ethics, Code of Business Conduct, Whistleblowing Policy, Anti-Corruption Policy, Gifts and Hospitality Reporting Guidelines, Directors’ Fit & Proper Policy, Sustainability (ESG) Policy and Conflict of Interest Policy for Directors and Key Senior Management are available on the Company’s website at www.enra.my. The Directors have unrestricted access to all information pertaining to the Group’s business and affairs to enable them to discharge their duties effectively. The Board also has unrestricted access to the service of the Company Secretary, who is qualified to act under Section 235(2) of the Companies Act 2016. The Company Secretary advises the Board on corporate governance matters and assists the Board in ensuring compliance with applicable laws, regulations, policies and procedures. II. Board Composition The strength of the Board lies in the composition of its members, who possess a diverse range of expertise, extensive industry experience and specialised knowledge relevant to ENRA’s various business sectors. As at 30 June 2026, the Board consists of six (6) members, comprising three (3) Independent Non-Executive Directors, two (2) Non-Independent Non-Executive Directors and one (1) Executive Director (the President and Group Chief Executive Officer), following the resignation of Dato’ Wee Yiaw Hin as an Independent Non-Executive Director during the financial year ended 31 March 2026. This composition meets the recommendation under Practice 5.2 of the MCCG, which recommends that at least half of the Board comprise Independent Directors, and complies with Paragraph 15.02 of the MMLR of Bursa Securities. Collectively, the Directors bring a broad spectrum of skills, experience and expertise in areas including finance, engineering, strategic planning, economics and project management. The Board benefits from constructive discussions and balanced decision-making, with no individual Director or group of Directors exercising undue influence over its deliberations. The Non-Executive Directors contribute significantly to the development of policies and strategies, performance monitoring, resource allocation and the strengthening of governance and internal control practices. The Independent Non-Executive Directors provide objective and independent judgement in the Board’s decision-making process and serve as an effective check and balance. Taking into consideration the experience, qualifications, competencies and knowledge of its Directors, the Board is satisfied that its current composition is appropriate and balanced, and that it adequately safeguards the interests of minority shareholders while promoting high standards of corporate governance, ethical conduct and integrity for the benefit of all stakeholders. The Board recognises the importance of boardroom diversity, including gender diversity, as an important element of good corporate governance and effective decision-making. Through BNRC, the Board will continue to consider suitably qualified women candidates as part of its director recruitment and succession planning process when vacancies arise. As at 30 June 2026, the Board has one (1) female Director, namely Tunku Afwida binti Tunku Abdul Malek, who represents approximately 17% of the Board’s composition. The BNRC reviews and evaluates the effectiveness of the Board and Board Committees annually. The BNRC considers the findings of the assessment process and reviews areas identified for improvement to enhance the effectiveness of the Board and its Committees. All Directors participated in the Board and Board Committees assessment and evaluation process for FYE 2026. The Board performance evaluation for FYE 2026 included an assessment of the Board’s effectiveness in overseeing the Company’s material sustainability risks and opportunities, as well as its role in driving the Group’s ESG strategy and implementation. The size and composition of the Board and its Board Committees are reviewed annually to determine whether they continue to possess the appropriate balance of skills, experience, independence, diversity and perspectives required to effectively support the Company’s objectives and strategic priorities. Corporate Governance Overview Statement (Cont’d)
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