MKH Annual Report 2017

PRINCIPLE 2: STRENGTHEN COMPOSITION (continued) Nomination Committee (continued) (b) Re-election And Re-appointment Of Directors In accordance with the Company’s Constitution, all Directors who are appointed by the Board are subjected to re-election by the shareholders in the next Annual General Meeting (“AGM”) subsequent to their appointment. At least one third (1/3) of the Directors are required to retire from office by rotation annually and subject to re-election at each AGM. All Directors shall retire from office at least once in three (3) years but shall be eligible for re-election is in line with the Listing Requirements. Any person appointed by the Board either to fill a casual vacancy or as an addition to the existing Directors, shall hold office until the conclusion of the next AGM and shall then be eligible for re-election. The Directors due for re-election by rotation pursuant to Article 110(1) of the Company’s Constitution at the forthcoming AGM is En. Jeffrey Bin Bosra. Although the 70-year age limit for Directors had been abolished under the Companies Act, 2016, Directors who were re-appointed by the members at the last annual general meeting pursuant to Section 129(6) of the Companies Act, 1965 to hold office until the conclusion of the next annual general meeting, are required to be re-appointed in order to continue in office. If re-appointed, these Directors will then be subject to retirement by rotation in accordance with the Company’s Constitution. The Nomination Committee have also reviewed and assessed the performance and commitment of those Directors who are subject to re-election and/or re-appointment at the forthcoming AGM before recommendations were made to the Board for its approval to table the proposed re-election and/or re-appointment at the forthcoming AGM for shareholders’ approval. (c) Annual Assessment The Nomination Committee also assesses the effectiveness of the Board as a whole and Audit Committee and the contribution of each individual Director, including Independent Non-Executive Directors on an annual basis. The evaluation process was led by the Nomination Committee’s Chairman and supported by the Company Secretary. The evaluation results were considered by the Nomination Committee, which then made recommendations to the Board with the aim of helping the Board to discharge its duties and responsibilities. The evaluation was based on specific criteria such as Board composition and structure, principal responsibilities of the Board, the Board process and Board governance. The Nomination Committee conducted the Board members performance evaluation via questionnaires which covers Board’s effectiveness as a whole together with Directors’ self assessment. The Directors’ self assessment was conducted to evaluate the mix of skills, experience and the individual’s Directors ability to contribute and exercise independent judgement towards the effective functioning of the Board. The Nomination Committee also conducted the review of the Audit Committee members’ performance via questionnaire and self and peer evaluation form to ensure a balanced and objective review by the Directors and the Audit Committee for the abovementioned key areas. 47 MKH Berhad • Annual Report 2017 Statement on Corporate Governance