CORPORATE GOVERNANCE OVERVIEW STATEMENT DIRECTORS’ INDEPENDENCE The Board presently has a majority of independent directors. Directors’ independence is determined based on the MMLR’s definition of an Independent Director. The Group’s independent, non-executive directors have met the following criteria: • Presently not an employee of Matrix and is independent of any business relationship or dealings with the Group. • Continued ability to exercise independent judgement at all times on all matters brought forward for the Board’s deliberation. Directors are assessed for independence by the NC prior to their appointment and thereafter, on an annual basis and at any time deemed necessary by the Board. In FY2023, all Board independent directors have been found to meet the criteria for independence as stipulated in the MMLR. No independent director has been engaged in the day-to-day management of the Company, has participated in any business dealings or are involved in any other relationship with the Company (other than in situations permitted by the applicable regulations). As at the date of this Statement, none of the independent directors has served more than nine (9) years on the Board. CONFLICT OF INTEREST The Board has established clear processes for declaring and monitoring actual and potential conflicts of interests. The Matrix’s Code of Ethics of the Group allows the non-conflicted members of the Board to address a conflict or potential conflict situation. However, no such situations were approved by the Board in FY2023. SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR Mazhairul Jamaludin is the Senior Independent Non-Executive Director (“SINED”). The SINED’s role includes serving as a contact point for shareholders and to also oversee the effective resolution of any whistleblowing reports. The role of the SINED includes acting as an intermediary for other directors when necessary and also act as a sounding board for the Chairman. BOARD APPOINTMENTS New Appointments All new appointments to the Board are made based on the requirements of the Group, in tandem with strengthening the Board skills mix, in response to developments in the external environment and towards injecting fresh impetus and new ideas and strategies to the Board. The NC is responsible for identifying prospects for appointment and employs a wide range of channel to source and identify suitable candidates. This includes the recommendations of current and past directors and Senior Management as well as external channels. Candidates are identified based on any actual or future skills requirements, which may be brought on by changes in technology or the regulatory environment, emerging industry trends and other factors. The Group employs a non-discrimination stance in the identification of candidates and actual appointments. The process is driven purely on merit i.e. the skills, experience and capabilities of the individual. In the appointment of independent non-executive directors, the candidates’ independency must be established. The candidates need to undertake a Fit & Proper assessment prior to appointment. Directors’ Retirement and Re-election In line with Matrix’s Constitution and the MMLR, one-third (1/3) of the Board of Directors, or the number nearest to one third (1/3), shall retire from office each year such that all directors would have retired at least once in every three (3) years at the Annual General Meeting (“AGM”). The retiring directors who are due to retire and eligible to stand for re-election at the 26th AGM, were individually assessed based on their performance, independence, time commitment, fitness and propriety and also taking into considerations the results of the evaluation on the effectiveness of the Board, Board Committees and Directors’ self-assessment conducted for the financial year under review, past contributions in discharging their roles and responsibilities, including attendance at the Board or Board Committee meetings and participation in continuing training programmes, skills, knowledge expertise and experience. The results of the evaluation exercise had been used to form the basis of recommending for the re-election of Directors. INTEGRATED ANNUAL REPORT 2023 MATRIX CONCEPTS HOLDINGS BERHAD 109
RkJQdWJsaXNoZXIy NDgzMzc=