Nomination and Remuneration Committee Report Governance Re-Election of Directors The NRC ensures that the Directors retire and are re-elected in accordance with the relevant laws, regulations and the Constitution of the Company. Pursuant to Clause 113(1) of the Constitution of the Company, at least one-third of the Directors (excluding Directors seeking re-election pursuant to Clause 120 of the Constitution of the Company) are required to retire by rotation at each AGM, provided always that all Directors, including the Managing Director and Executive Directors, shall retire from office at least once every three years. A retiring Director is eligible for re-election. Pursuant to Clause 120 of the Constitution of the Company, any Director so appointed to fill a casual vacancy or as an addition to the existing Directors, shall hold office only until the next following AGM, and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting. The Directors recommended to be re-elected at the AGM are subject to prior assessment by the NRC in accordance with the Policy on Nomination and Assessment and they are required to give their consent on their re-election as well as undergo the fit and proper assessment in accordance with the F&P Policy. In assessing the candidates, the NRC takes into consideration, among others, their character, experience, integrity, competence and time to effectively discharge their role as Directors, as well as their contribution and performance based on the performance evaluation undertaken during the year under review. The NRC’s recommendations are submitted to the Board for deliberation prior to recommending to the shareholders for approval. The list of directors who are standing for re-election under Clause 113(1) of the Constitution of the Company and Clause 120 of the Constitution of the Company are as stipulated in the Notice of AGM of the Company. The NRC was satisfied that the Directors standing for re-election, after having undergone the fit and proper assessment, are competent, have contributed effectively to the Board’s deliberations, diligent, committed and have effectively discharged their role as Directors. At the recommendation of the NRC, the Board had at its meeting held on 27 March 2024 agreed to recommend to the shareholders for approval the re-election of the retiring Directors at the Fourteenth AGM. Tenure of Independent Directors The NRC acknowledges the role played by the Independent Non-Executive Directors (INEDs) in bringing independent and objective judgement to Board’s discussions. Upon reaching nine years of cumulative tenure and beyond, an INED shall be subject to the annual assessment pursuant to the Policy on Nomination and Assessment. Pursuant to the said assessment and subject to the Policy on Nomination and Assessment, the Board will provide justifications when seeking annual shareholders’ approval at AGM in the event that it wishes to retain the Director as INED. The Board should undertake a rigorous review to determine whether the “independence” of the Director has been impaired. Findings from the review should be disclosed to the shareholders for them to make an informed decision. In accordance with the Policy on Nomination and Assessment, an INED must not remain as an INED in such capacity for a period of more than twelve years. During the financial year under review, none of the INEDs have reached the nine-year tenure. Board and Directors’ Effectiveness Evaluation The Board undertakes an annual evaluation to determine the effectiveness of the Board, its committees and each individual director. During the financial year under review, the Board had carried out the annual Board and Directors’ Effectiveness Evaluation (BDEE) exercise conducted internally and facilitated by the Company Secretary. The BDEE exercise was carried out through questionnaires and discussions were held at the NRC and Board meetings in relation to the outcomes and improvement plans. During the BDEE exercise, in addition to the areas of assessment, Board members had provided feedback on the areas of improvement moving forward. Based on the BDEE exercise carried out for financial year 2023, the Board concurred with the NRC that the Board and Board Committees have consistently performed well during the financial year, have discharged their duties and responsibilities satisfactorily; the Directors possess the required character, experience, integrity, competence and time to effectively discharge his or her respective roles; and the INEDs have continuously brought independent and objective judgement to the Board deliberations. Overall, the results of the BDEE in respect of the financial year under review demonstrated that the Board is working well given its organisational model and board structure and that the Directors demonstrated a high level of commitment to their fiduciary duties as well as have consistently fulfilled their responsibilities as members of the Board and relevant Board Committees. The Board will take the necessary actions in respect of areas that could be further strengthened. 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