Corporate Governance Overview Statement Governance Therefore, the INEDs made up 50% of the Board Composition (excluding one Alternate Director). IHH’s Policy on Nomination and Assessment process of Board Members (Policy) provides that an INED which reaches 9 years of cumulative tenure shall be subject to an annual assessment by the Board and the Board will provide justifications if it intends to seek annual shareholders’ approval at annual general meeting in the event that it wishes to retain the INED beyond his/her 9-year tenure. The Company shall apply the two-tier voting process consistent with the provisions of the MCCG when seeking such shareholders’ approval. The Policy provides that an INED must not remain as an independent director for a period of more than 12 years. Diversity Policy The Company recognises that a Board comprising individuals of diverse backgrounds and perspectives, serving a common purpose, is a compelling competitive advantage for the Company. The Board leverages on the strengths of the differences in skills, regional and industry experience, background, age, race, gender and other qualities of our Directors in maintaining a competitive advantage. These differences are considered in determining the optimum composition of the Board. The criteria, process and requirements to be undertaken by the NRC and Board in discharging their responsibilities in terms of nomination, assessment and re-election of the Board members are set out in the Policy. Besides the above, the Company has also adopted a Boardroom Diversity Policy which sets out the approach to diversity on the Board including gender, age, cultural background and ethnic diversity. The Group has implemented a 5 dimensional Workforce Diversity framework encompassing gender, differently abled, skillset, generational and cultural diversity. This is applicable to employees of the Group across all the regions within which IHH operates. In 2023, each market has set their own Diversity, Equity and Inclusion targets and strategies for workforce in their respective balanced scorecard (BSC) which are being rolled up to the Group’s BSC. The Group aims to achieve a gender diversity target of 50:50 in leadership roles by the end of the financial year 2025 as part of the Group’s sustainability agenda. By end of year 2023, we have 42.5% women in leadership roles, well to achieving a gender balanced leadership by 2025. Read about our Boardroom Diversity Policy and Workforce Diversity Policy at https://www.ihhhealthcare.com/ investors/corporate-governance and our workforce initiatives at https://www. ihhhealthcare.com/sustainability/people/ diversity-and-inclusion. Directors’ Fit and Proper Policy The Company has also adopted the Directors’ Fit and Proper Policy since 2022 which sets out the fit and proper criteria for the appointment and re-appointment of Directors on the Boards of the Company and its subsidiaries. This Policy serves as a guide for the NRC and the Board in their assessments of the existing Directors seeking for re-election or re-appointment and candidates identified to be appointed as Directors. The Directors’ Fit and Proper Policy is available on the Company’s website at https://www.ihhhealthcare.com/ investors/corporate-governance. Board Composition, Dynamics and Effectiveness As at 31 December 2023, the details of the Board diversity (excluding one Alternate Director) are as follows: a. Tenure Tenure Number of Directors Percentage 0 – 3 years 7 70% 4 – 6 years 1 10% 7 – 9 years – – 9 years and above 2 20% b. Independence Independence Number of Directors Percentage Independent Directors 5 50% Non-independent Directors 5 50% c. Gender Diversity Gender Number of Directors Percentage Male 8 80% Female 2 20% d. Age Diversity Age Number of Directors Percentage 40 – 49 years 2 20% 50 – 59 years 2 20% 60 – 69 years 6 60% Annual Evaluation The Board undertakes an annual evaluation to determine the effectiveness of the Board, Board Committees and each individual Director. In the financial year under review, the Board had carried out the annual Board and Director Effectiveness evaluation (BDEE) on the effectiveness of the Board, Board Committees, individual Directors, individual AC members, INEDs and external and internal auditors. This was conducted internally and facilitated by the NRC/ AC and Company Secretaries. The BDEE 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. IHH Healthcare Berhad 90
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