IHH Healthcare Berhad | Annual Report 2024 92 In assessing the candidates, the NRC takes into consideration, among others, their character, experience, integrity, competence and time to effectively fulfil 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 then 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) and Clause 120 of the Constitution of the Company is stipulated in the Notice of AGM of the Company. The NRC was satisfied that the Directors standing for re-election, after undergoing the fit and proper assessment, are competent, have contributed effectively to the Board’s deliberations, and have demonstrated diligence, commitment and effective discharge of their roles as Directors. At the recommendation of the NRC, the Board had at its meeting held on 25 March 2025 agreed to recommend to the shareholders for the re-election of the retiring Directors at the Fifteenth AGM. Fit and Proper All Directors must possess the necessary qualities, competencies and experience to perform their duties and responsibilities effectively. The NRC and the Board use the F&P Policy as a guide for assessing the existing Directors seeking re-election or re-appointment, as well as candidates identified for appointment as Directors. The F&P Policy outlines that the fit and proper criteria of a Director, which include, but not limited to the following: (a) Character and integrity This includes probity, personal integrity, financial integrity and reputation. Directors must uphold legal and professional standards, avoid deceitful practices, manage their finances responsibly and maintain a commendable reputation in the business community, free from significant legal or disciplinary actions in the past decade or since their last appointment, and must not have been involved in the mismanagement of failed businesses. (b) Experience and competence This take into account the qualifications, training and skills, relevant experience and expertise and past performance or track record. Directors should possess financial literacy to interpret financial statements effectively, relevant educational qualifications, professional experience and a deep understanding of the IHH Group’s business, corporate governance, and ESG matters coupled with strong leadership skills and high emotional intelligence. Their experience should demonstrate a significant tenure, involvement in appropriately scaled business operations, and substantial responsibilities. Additionally, they should have held senior positions in comparable organizations, showcasing a commendable performance track record as evidenced by Board effectiveness evaluations. (c) Time and commitment Directors must have the ability to effectively discharge their roles having regard to their other commitments, participation and contribution in the Board as well as past track record. (d) Any other criteria deemed fit by the NRC or Board. Further details of the F&P assessment and criteria used for the said assessment are set out in the F&P Policy which is available on the Company’s website at https://www.ihhhealthcare.com/investors/ corporate-governance. Tenure of Independent Directors The NRC acknowledges the significant role played by the Independent Non-Executive Directors (INEDs) in bringing independent and objective judgement to Board 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 if it wishes to retain the Director as an INED. The Board should undertake a rigorous review to determine whether the Director’s independence has been impaired. Findings from the review should be disclosed to the shareholders to enable them to make an informed decision. In accordance with the Policy on Nomination and Assessment, an INED must not remain in such capacity for 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 conducts an annual evaluation to assess the effectiveness of the Board, its committees and each individual director. During the financial year under review, the Board carried out the annual Board and Directors’ Effectiveness Evaluation (BDEE) exercise, which was 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 to review 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 2024, the Board concurred with the NRC that the Board and Board Committees have consistently performed well, discharged their duties and responsibilities satisfactorily, and that the Directors possess the required character, experience, integrity, competence and time to effectively discharge their roles. The INEDs have continuously brought independent and objective judgement to the Board deliberations. Nomination and Remuneration Committee Report Governance
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