91 Recommendation to be made by the NRC to the Board Discussion and decision to be made by the Board on the proposed new appointment If the proposed appointment is approved: Invitation or offer to be made to the proposed/ potential candidate to join the Board. If the proposed appointment is rejected: The whole process to be re-commenced. Candidate identified The candidate can be identified on the recommendation of the existing Directors, Senior Management, shareholders or third party referrals. Step 1 Step 3 Step 4 Step 5 Step 2 Assessment and evaluation to be conducted by the NRC The assessment should be conducted based on the following criteria: For an Independent Director position, additional assessment on independence would need to be carried out. The NRC would also need to consider the size and composition of the Board to be in compliance with MMLR and MCCG and to facilitate the making of informed and critical decisions. (i) Integrity and judgement (ii) Knowledge (iii) Diversity including gender, age, ethnicity and cultural background (iv) Commitment (v) Independent judgement (vi) Performance and contribution (vii) Experience and accomplishments (viii) Board interaction (ix) Any other criteria deemed fit The Group had on 28 November 2022 adopted the Directors’ Fit and Proper Policy (F&P Policy) which sets out the criteria for the appointment and re-appointment of Directors on the Board of the Company and its subsidiaries in compliance with the MMLR. The F&P Policy is administered by the NRC and Board, and shall be read together with the Policy on Nomination and Assessment. The process for the appointment of a new director is summarised in the diagram below: 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. All Directors, including the Managing Director and Executive Directors, must retire from office at least once every three years. Retiring Directors are eligible for re-election. Clause 120 of the Constitution of the Company states that any Director appointed to fill a casual vacancy or as an addition to the existing Directors shall hold office only until the next AGM. These Directors are 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 for re-election at the AGM are subject to prior assessment by the NRC in accordance with the Policy on Nomination and Assessment and they must consent to their re-election and undergo the fit and proper assessment in accordance with the F&P Policy.
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