IHH Healthcare Berhad | Annual Report 2024 78 Corporate Governance Overview Statement Governance IHH aspires to have a majority of Independent Non-Executive Directors (INED) on the Board and the Board views that the appointment of new INEDs on the Board should be based on the skillsets and not solely on their independent status. As of the end of the financial year under review, the Board comprised eleven members: five INEDs, five NINEDs and one Alternate Director. Consequently, INEDs constituted 50% of the Board’s composition (excluding the Alternate Director). IHH’s Policy on Nomination and Assessment process of Board Members (Policy) outlines that an INED who reaches a cumulative tenure of 9 years shall be subject to an annual assessment by the Board. If the Board intends to retain the INED beyond this 9-year tenure, it must provide justifications and seek annual shareholders’ approval at the annual general meeting. The Company will implement the two-tier voting process when seeking such shareholders’ approval in line with the MCCG. The Policy also stipulates 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. The Board leverages the strengths of differences in skills, regional and industry experience, background, age, race, gender and other qualities of our Directors to maintain this 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 Board members are set out in the Policy. Additionally, the Company has adopted a Boardroom Diversity Policy which outlines 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 individuals, skillset, generational and cultural diversity. This framework applies to employees across all regions where IHH operates. As part of the Group’s sustainability agenda, the Group aims to achieve a gender diversity target of 50:50 in leadership roles by the end of the financial year 2025. By end of year 2024, we have 49% women in leadership roles, progressing well towards achieving gender-balanced leadership by 2025. Read about our Boardroom Diversity Policy and Human Rights, Labour Standards and Diversity & Inclusion 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 adopted the Directors’ Fit and Proper Policy, which outlines 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 re-election or reappointment, as well as candidates identified for appointment 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 2024, the details of the Board diversity (excluding one Alternate Director) are as follows: a. Tenure Tenure Number of Directors Percentage 0 – 3 years 6 60% 4 – 6 years 2 20% 7 – 9 years 1 10% 9 years and above 1 10% 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 assess the effectiveness of the Board, Board Committees and each individual Director. During the financial year under review, the Board conducted the annual Board and Director Effectiveness Evaluation (BDEE) covered the effectiveness of the Board, Board Committees, individual Directors, individual AC members, INEDs and both external and internal auditors. The process was conducted internally and facilitated by the NRC, the AC and the Company Secretary.
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