The RC has also reviewed and recommended to the Board, the remuneration packages of Non-Executive Directors for shareholders’ approval at the forthcoming Sixteenth AGM. The Director concerned abstained from any discussion on his/her individual remuneration. c. Nomination Committee The current composition of the NC is as follows:- Name Designation Directorship Johar Salim Bin Yahaya Chairperson Independent Director Anita Chew Cheng Im Member Independent Director Bhupendar Singh A/L Sewa Singh Member Independent Director During FY2024, one (1) meeting was held and attended by all the members. Please refer to the sections on Appointment, Election and Re-election, Independence of Director and Board Evaluation and Performance for further details on activities undertaken by the NC in the discharge of its duties during FY2024. Board Meetings and Attendance The Board shall meet at least five (5) times a year. Directors are informed at the end of each year about the number and the tentative dates of Board meeting and Board committee meetings in the following year. In exceptional circumstances, additional meetings may be convened. During Board meetings, the CEO and members of the Management team, will table and present reports for the Board’s consideration, deliberation and direction. Directors are required to inform the Board of conflicts or potential conflicts of interest they may have in relation to particular items of business transacted by the Group or the Company as soon as practicable after the relevant facts have come to his/her knowledge. The interested Directors should abstain themselves from discussion or decisions on matters in which they have a conflicting interest. The Chairperson of the ARMC, RC and NC would report to the Directors at Board meetings of any salient matters noted by the Committees and which require the Board’s notice, direction or approval. The Chairperson shall ensure that Board Committee meetings are not combined with the main Board meeting to enable objective and independent discussion during the meetings. Agenda, board papers and any other documents are made available at least five (5) business days in advance to the Board to facilitate well-informed Board deliberation and decision-making. In addition, members of the Management are frequently invited to the Board meetings to explain and clarify the items tabled to the Board. Agenda shall be prepared taking into account the formal schedule of matters reserved for the Board’s decision. All proceedings of the Board meetings are minuted. All Board members ensure that the minutes of meetings accurately reflect the deliberations and decisions of the Board, including any dissenting views and whether any Director abstain from voting or deliberating on a particular manner. During FY2024, five (5) Board meetings were held. Details of attendance at the Board Meeting are as follows:- Name of Directors Number of Meetings Held During Director’s Tenure In Office Number of Meetings Attended Percentage of Attendance Pang Tin @ Pang Yon Tin 5 5 100% Sim Tian Liang 5 5 100% Pang Khang Hau 5 5 100% Chin Lian Hing 5 5 100% Yam Tai Fong 5 5 100% CORPORATE GOVERNANCE OVERVIEW STATEMENT 055 ANNUAL REPORT 2024
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