FRONTKEN CORPORATION BERHAD 200401012517 (651020-T) ANNUAL REPORT 2025 54 CORPORATE GOVERNANCE OVERVIEW STATEMENT (CONT’D) 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 18 to 20 of the Company’s 2025 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. For the financial year under review, the Board has conducted an annual evaluation of the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual Director. The evaluation process was facilitated internally by the Company Secretary using a set of questionnaires derived from the Corporate Governance Guide issued by Bursa Securities. The assessment covered Board mix and composition, quality of information and decision making, boardroom activities, and the effectiveness of the Board Committees. The assessment also included a review of the independence of Independent Directors and the “Fit and Proper” criteria for Directors standing for re-election. The results of the evaluation were compiled and presented to the NC for deliberation. Based on the evaluation conducted for the financial year ended 31 December 2025, the NC was satisfied with the existing Board composition and concluded that each Director has the requisite competence, experience, integrity and capability to serve on the Board. The NC also found that the Board and Board Committees had discharged their duties and responsibilities effectively. Consequently, the NC recommended to the Board the re-election of the retiring Directors at the forthcoming 22nd Annual General Meeting (“AGM”). In addition, on the assessment of independence, the NC assessed the independence of the Independent NonExecutive Directors and is satisfied that all of them continue to fulfill the criteria for independence and exercise objective judgment. 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.
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