95 ANNUAL REPORT 2024 CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont’d) PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) PART I: BOARD RESPONSIBILITIES (CONT’D) 1. Board Leadership (Cont’d) To enhance the Board’s efficiency and effectiveness, the Board has delegated certain responsibilities and authorities to 3 Board Committees, namely Audit and Risk Management Committee (“ARMC”), Nominating Committee (“NC”) and Remuneration Committee (“RC”). All Board Committees operate within their respective clearly defined Terms of Reference. The Terms of Reference of each Board Committee are available on the Company’s website at www.keyfieldoffshore.com/corporategovernance. The Board is chaired by Puan Haida Shenny Binti Hazri, the Independent Non-Executive Chairperson. The Board Chairperson is responsible for instilling good corporate governance practices, providing leadership to the Board and overseeing the overall effectiveness of the Board. The Board’s Chairperson also plays an active role in facilitating Board meetings, ensuring every Director has the chance to engage in discussions and that all agenda items are comprehensively addressed. In line with Practice 1.3 of MCCG, the positions of the Board Chairperson and Group CEO are held by 2 different individuals, and each has a clear accepted division of responsibilities to ensure there is a balance of power and authority to promote the Board’s impartial oversight over management and accountability. Puan Haida Shenny Binti Hazri, our Board Chairperson, focuses on corporate governance, leadership and Board effectiveness as well as leading the Board in the oversight of management but not involved in the day-to-day management of the Group. Whereas, Dato’ Kee Chit Huei, our Executive Director/Group CEO, oversees the daily business operations and implements the approved strategies and policies. The distinct and separate roles of the Board Chairperson and Group CEO are clearly defined in the Board Charter to ensure a balanced approach to decisionmaking. In addition, the Board Chairperson is not a member of ARMC, NC and RC, nor participate in any Board Committees’ meetings. This enables the Board Chairperson to maintain a neutral and objective perspective when considering the observations, recommendations and reports presented by the Board Committees. It also enhances the integrity of the Board’s decision-making process and allows the Board Chairperson to provide objective leadership while upholding the principles of good corporate governance. Throughout the FYE 2024, the Board was supported by the Company Secretaries who are members of the Malaysian Institute of Chartered Secretaries and Administrators (“MAICSA”). All our Company Secretaries are qualified under Section 235(2)(a) of the Companies Act 2016 and are registered with the Companies Commission of Malaysia. The Company Secretaries assist the Board by advising on matters related to the Company’s administration, corporate governance practices and meeting procedures to ensure compliance with all relevant legal requirements and maintain high corporate governance standards. To ensure optimal Board attendance, the meetings of the Board and Board Committees are scheduled in advance, allowing Directors ample time to reserve the dates and coordinate their schedule. Notices, agendas and meeting papers containing the relevant reports for each meeting are distributed in advance, providing the Directors with sufficient time for thorough review, thoughtful consideration of agenda items, and when necessary, to obtain additional information from the Management for informed decision-making. Additionally, the Board has unrestricted access to all information concerning the Group’s business and affairs, as well as the advice and services of the Company Secretaries and the Management in a timely manner.
RkJQdWJsaXNoZXIy NDgzMzc=