Corporate Governance Overview Statement Governance The Board held its Board Offsite Meeting (Offsite Meeting) in October 2023 to review the Group’s performance and set the Group’s strategic directions and aspirations. The Offsite Meeting was attended by the Directors, Senior Management and the relevant Heads of Department of the Group. At the Offsite Meeting, the Board and Management discussed the Group’s strategic directions and priorities and established common understanding of the Group’s strategic goals, objectives and actions moving forward for a sustainable business. Notes: * Did not participate in the meetings held during the financial year due to COI as per IHH’s COI Policy The Board is committed to acting in the best interests of the Group and its shareholders by exercising due diligence and care in discharging its duties and responsibilities to ensure that high ethical standards are applied at all times. This is undertaken through compliance with the relevant rules, regulations, directives and guidelines, in addition to adopting the best practices in the MCCG and CG Guide. Board Commitment The Board commitment can be observed from the attendance of Directors at the Board meetings as depicted below and the attendance of Directors at the Board Committee meetings as disclosed in the respective Board Committee reports in this Annual Report. During the financial year under review, the Board met thirteen times for its meetings, of which five meetings were pre-scheduled and the remaining eight meetings were convened on ad-hoc basis. The details of the attendance of the Board members during the financial year under review are as follows: Director Designation Total Meetings Attended Tan Sri Mohammed Azlan bin Hashim Chairman, Independent Non-Executive Director 13/13 Jill Margaret Watts Independent Non-Executive Director 10/13 Dato’ Sri Muthanna bin Abdullah Independent Non-Executive Director 13/13 Ong Ai Lin Independent Non-Executive Director 13/13 Satoshi Tanaka Independent Non-Executive Director 13/13 Takeshi Akutsu (Resigning on 31 March 2024) Non-Independent Non-Executive Director 10/13* Tomo Nagahiro (Appointed on 3 February 2023) Non-Independent Non-Executive Director 9/10* Lim Tsin-Lin (Appointed on 16 February 2023) Non-Independent Non-Executive Director 10/10 Mehmet Ali Aydinlar Non-Independent Non-Executive Director 12/13 Mohd Shahazwan bin Mohd Harris (Appointed on 29 March 2023) Non-Independent Non-Executive Director 6/7 Dr Kelvin Loh Chi-Keon (Resigned on 22 February 2023) Managing Director and Chief Executive Officer, Non-Independent Executive Director 0/4* Takeshi Saito (Resigned on 27 January 2023) Non-Independent Non-Executive Director 0/3* Dr Farid bin Mohamed Sani (Resigned on 10 February 2023) Non-Independent Non-Executive Director 3/3 Tunku Alizakri bin Raja Muhammad Alias (Resigned on 16 March 2023) Non-Independent Non-Executive Director 5/5 During the financial year under review, the Non-Executive Directors met among themselves without the presence of the MD & CEO / GCEO and other Management. Embedding Sustainability into Business Strategy and Operations IHH recognises that it has a responsibility to the global community in contributing towards a healthy and sustainable future. To do this, we focus on areas where opportunities for our business intersect with positive social and environmental impact. The Board ensures that there are adequate processes and frameworks in place for the ongoing sustainability of the business and to maximise value for shareholders and other key stakeholders. The Board, assisted by the Board Committee and Sustainability Committee which is chaired by the GCEO, ensures that the Company has in place a sound and robust risk management and internal control framework and ensures that such framework has been effectively implemented to enhance the Company’s ability to achieve its strategic objectives for purposes of building trust and brand value of the Group for long term sustainability of the organisation. IHH’s shared aspiration is as follows: • Our vision to be the world’s most trusted healthcare services network; • Our purpose to touch lives and transform care; • Our commitment to provide greater good to our patients, our people, the public and our planet. IHH Healthcare Berhad 88
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