FRONTKEN CORPORATION BERHAD 200401012517 (651020-T) ANNUAL REPORT 2024 36 PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION The Board currently consists of six (6) members, comprising two (2) Executive Directors, one (1) Non-Independent Non-Executive Director and three (3) Independent Non-Executive Directors, the composition of which accords with MMLR of Bursa Securities, which stipulate that at least two (2) Directors or one-third (1/3) of the Board, whichever is higher, must be independent. The Non-Executive Directors, which comprise majority of Board members, provide the necessary checks and balances in the Board’s exercise of its functions by providing an objective and unbiased evaluation of the Board’s decisions and decision-making process. The Executive Directors are complemented by the experience and independent views of the Non-Executive Directors who are professionals in the field of finance, accounting, administration, strategic and business management, and research and development. The Board members possess a fair range of business, finance, administration, research and development, and legal experience. Mixed skills and experience are pivotal in directing and supervising the Group’s overall business activities considering the increasingly challenging economic and operating environment in which the Group operates. The profile of each Director is set out on pages 19 to 21 of the Company’s 2024 Annual Report. The NC is entrusted to assess the adequacy and appropriateness of the Board composition, identifying and recommending suitable candidates for Board membership and also to assess annually the performance of the Directors, succession plans and Board diversity, covering gender, age and ethnicity diversity, training courses for Directors and other qualities of the Board, including core-competencies which the Independent Non-Executive Directors should bring to the Board. The Board has the ultimate responsibility to decide on the appointment. This process ensures that the Board membership accurately reflects the long-term strategic direction and needs of the Company and determines the skill matrix to support the strategic direction and needs of the Company. The Board has, by engaging an independent professional company, PLC & C Sdn Bhd, conducted a Board effectiveness evaluation including questions on Environmental, Social and Governance (“ESG”) and test on Fit and Proper for Directors standing for re-election at the forthcoming 21st Annual General Meeting (“AGM”), in February 2025 to assess the effectiveness of the Board, Board Committees and Individual Directors. The carefully designed and independently conducted Board evaluation process identified the strengths of the Board as well as areas for improvements. A detailed self-assessment is undertaken to assess the effectiveness of the Board as a whole and the Board Committees as well as the contribution, performance and time commitment of each individual Director. The Board evaluation process was conducted via a set of questionnaires containing both quantitative and openended questions, based on self and peer-rating by the Chairman of the Board and respective Chairmen of the Board Committees, and the outcome of the evaluation was tabled in a summary report presented to the NC by a representative of the external expert to the NC for discussion and matters that required attention of the Board were escalated to the Board Meeting for further deliberations and actions. Based on the evaluation conducted, the NC was satisfied with the existing Board composition and concluded that each Director has the requisite competence and capability to serve on the Board and had sufficiently demonstrated their commitment to the Group in terms of time and participation during the financial year under review and recommended to the Board for the re-election of the retiring Directors at the Company’s AGM. All assessments and evaluations carried by the NC in discharge of its functions were duly documented. The NC has assessed the independence of the three (3) Independent Non-Executive Directors, namely Mr Ng Chee Whye, Ms Koh Huey Min and YM Raja Jastina Adlina Binti Raja Arshad. Following the recommendation of the NC, the Board is of the opinion that the independence of the Independent Non-Executive Directors remained unimpaired and their judgement over business dealings of the Company were not influenced by the interest of the other Directors or substantial shareholders. The Company has not established a policy for setting targets for gender, ethnic or age composition in the Board. However, the Board believes that more importantly, the suitability of candidates should be evaluated based on the candidates’ competency, character, time availability, integrity, and experience in meeting the Company’s needs. The Board constantly advocates fair and equal participation and opportunity for all individuals of the right calibre. CORPORATE GOVERNANCE OVERVIEW STATEMENT (CONT’D)
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