corporate governance overview statement DIRECTORS’ INDEPENDENCE The Board presently has a majority of independent directors. Directors’ independence is determined based on the MMLR’s definiঞon of an Independent Director. The Group’s independent non-execuঞve directors have met the following criteria: • Presently not a Company employee and is independent of any business relaঞonship or dealings with the Group. • Conঞnued ability to exercise independent judgment at all ঞmes on all maers brought forward for Board deliberaঞon. Directors are assessed for independence by the NC prior to their appointment and therea[er, on an annual basis and at any ঞme deemed necessary by the Board. In FY2025, all independent directors have been found to meet the criteria for independence as sঞpulated in the MMLR. No independent director has been engaged in the day-to-day management of the Company, has parঞcipated in any business dealings or are involved in any other relaঞonship with the Company (other than in situaঞons permied by the applicable regulaঞons). During FY2025, Dato’ Hon Choon Kim and Dato’ Hajah Kalsom Binঞ Khalid had completed their 9-year tenure and thus, resigned and replaced with Ms. Vijayam A/P Nadarajah and Datuk Seri Kamaludin Bin Md Said respecঞvely. CONFLICTS OF INTEREST The Board has established clear processes for declaring and monitoring actual and potenঞal conflicts of interest. The Matrix’s Code of Ethics of the Group allows the non-conflicted members of the Board to authorise a conflict or potenঞal conflict situaঞon. The Board needs to perform and update their declaraঞon of interest annually. SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR Encik Mazhairul Bin Jamaluddin is the Senior Independent NonExecuঞve Director (“SINED”). The SINED’s role includes serving as a contact point for shareholders and to also oversee the effecঞve resoluঞon of any whistleblowing reports. The role of the SINED includes acঞng as an intermediary for other directors when necessary and also act as a sounding board for the Chairman. The SINED can be reached via the Company Secretary at carmen@mchb.com.my. BOARD APPOINTMENTS 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 injecঞng fresh impetus of new ideas and strategies to the Board. The NC is responsible for idenঞfying prospects for appointment and employs a wide range of channel to source and idenঞfy suitable candidates. This includes the recommendaঞons by current and past directors, Senior Management as well as external channels. Candidates are idenঞfied 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-discriminaঞon stance in the idenঞficaঞon of candidates and actual appointments. The process is driven purely on merit i.e. the skills, experience and capabiliঞes of the individual. In the appointment of independent non-execuঞve directors, the candidates’ independency must be established and they must complete a fit & proper assessment prior to appointment to the Board. Directors’ Retirement and Re-election In line with Matrix’s Consঞtuঞon and the MMLR, one-third (1/3) of the board of directors, or the number nearest to one third (1/3), shall reঞre from office each year such that all directors would have reঞred at least once in every three (3) years at the Annual General Meeঞng (“AGM”). The reঞring directors who are due to reঞre and eligible to stand for re-elecঞon at the 28th AGM, were individually assessed based on their performance, independence, ঞme commitment, fitness and propriety and also taking into consideraঞons the results of the evaluaঞon on the effecঞveness of the Board, Board Commiees and Directors; self-assessment conducted for the financial year under review, past contribuঞons in discharging their roles and responsibiliঞes, including aendance at the Board or Board Commiee meeঞngs and parঞcipaঞon in conঞnuing training programmes, skills, knowledge experঞse and experience. The results of the evaluaঞon exercise had been used to form the basis of recommending for the re-elecঞon of directors. Based on the outcome of the evaluaঞon exercise, the NC and the Board were saঞsfied that the reঞring directors, namely, Dato’ Seri Lee Tian Hock, Loo See Mun and Chua See Hua (“ the Reঞring Directors “) met the performance criteria required for an effecঞve and commied Board. The reঞring directors shall be eligible for re-elecঞon subject to shareholders’ approval at the AGM. The Board has reviewed the performance of the Reঞring Directors and has given its recommendaঞon for their reappointment. TIME COMMITMENT All directors are expected to execute the roles with professionalism and commitment, which includes aending Board meeঞngs including Board Commiee meeঞngs and making a meaningful contribuঞon to Board deliberaঞons and discussions. Any Director, prior to accepঞng new directorships, must officially noঞfy the Chairman of the Board and clarify the expectaঞon and provide an indicaঞon of ঞme commitments for the new appointments. In assisঞng Board of Directors with their ঞme commitments, the schedule of meeঞngs is provided to all Directors one year in advance. At present, no director have held more than five (5) directorships in public listed companies during the financial year and as such, have duly complied with the Paragraph 15.06 of the MMLR. MATRIX CONCEPTS HOLDINGS BERHAD INTEGRATED ANNUAL REPORT 2025 120 06 OUR GOVERNANCE
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