102 KEYFIELD INTERNATIONAL BERHAD 202001038989 (1395310-M) PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) PART II: BOARD COMPOSITION (CONT’D) 6. Overall Effectiveness of The Board On 14 November 2024, the Board, through the NC, undertook the following formal and objective annual evaluation of which the results of the evaluations were assessed by the NC and presented to the Board: (i) Performance of the Board and Board Committees; (ii) Performance of each individual Directors; and (iii) Independent Non-Executive Directors self-assessment. The evaluations, facilitated by the Company Secretaries, were conducted through Directors’ selfassessments and peer reviews, through distributing assessment forms to all Board members. The details of the performance evaluation criteria considered are presented in the CG Report. Based on the outcome of the abovementioned assessments conducted by the NC, the Board was satisfied that: (a) Given the scope, size and complexity of the Group’s operation, the current Board composition is well balanced with members possessing diverse professional backgrounds and qualifications; (b) All individual Directors are able to meet the Board of Directors’ expectations in terms of character, experience, integrity, competency and time commitment in discharging their roles as Directors of the Company; (c) All individual Directors have exercised due care and carried out their professional duties proficiently; (d) All Independent Directors have remained independent from management and free from any business relationship that could materially compromise their independent judgement in the Board discussion or decision making; and (e) The Board and Board Committees have the right composition and have been effective in carrying out their functions and duties as outlined in the Board Charter and the respective Terms of Reference during the FYE 2024. PART III: REMUNERATION 7. Remuneration Policy In line with Practice 7.1 of the MCCG, the Board has adopted a Remuneration Policy which outlines the principles, structure and procedures for determining the remuneration packages of Directors and Senior Management of the Company. This policy aims to attract, motivate and retain talents of high calibre of the Group. In addition, the RC’s Terms of Reference also provide guidance on determining the remuneration for Directors and Senior Management. The remuneration packages for the Executive Directors and Senior Management are linked to corporate and individual performance. For Non-Executive Directors, they shall be paid by a basic fee based on their responsibilities assumed in the Board and Board Committees, their attendance and/or special skills and expertise they bring to the Board. The fee shall be fixed in sum and not based on commissions or a percentage of profits or turnover. The Remuneration Policy can be viewed on the Company’s website at www.keyfieldoffshore.com/ corporate-governance. CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont’d)
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