MKH Annual Report 2017

PRINCIPLE 3: REINFORCE INDEPENDENCE (continued) Tenure Of Independent Directors Pursuant to Recommendation 3.2 of MCCG 2012, the tenure of an Independent Director should not exceed a cumulative term of nine (9) years. Upon completion of nine (9) years, an Independent Director may continue to serve on the Board subject to being re-designated as a Non-Independent Director. However, the Company does not have term limits for its Independent Directors as the Board believes that continued contribution provides benefits to the Board and the Company as a whole. Out of the five (5) Independent Non-Executive Directors, two (2) Independent Directors with vast experience in banking industry and professional in accounting, have served the Company for more than nine (9) years. Nevertheless, the length of service on the Board does not in any way interfere the exercising of independent judgement, expressing views and in participating in deliberations and decision making of the Board and Board Committees. The Board values a Director’s contribution, calibre, qualification, experience and personal qualities, particularly of the Director’s ability and objectivity in discharging his responsibilities in the best interest of the Company predominantly determines the ability of a Director to serve effectively as an Independent Director instead of the length of service. Each Independent Director has undertaken to notify the Board of any changes in their circumstances or of any new interest or relationship that would affect their level of independence as an Independent Director of the Company. The Board upon the recommendation of the Nomination Committee has approved and intends to seek shareholder’s approval in the forthcoming AGM to retain En. Jeffrey Bin Bosra and En. Mohammed Chudi Bin Haji Ghazali as Independent Directors pursuant to Recommendation 3.3 of the MCCG 2012 as an Independent Non-Executive Director of the Company based on the following justifications: (a) both of them fulfils the criteria of an independent Director pursuant to Bursa Malaysia Listing Requirements; (b) both of them have good understanding of the Group’s diversified businesses and operations to enable them to make significant contributions independently and effectively to the Company’s decision-making during deliberations or discussion; (c) both of them have exercised due care and devoted sufficient time and attention (via participating in the Board and Board Committees meetings) in discharging their duty and responsibilities diligently and in the best interest of the Company during their tenure as Independent Directors; and (d) both of them are objective and independent in expressing their views and in participating in deliberations and decision making of the Board and Board Committees without fear and/or favour to safeguard the Company’s and shareholders’ interest as a whole. 51 MKH Berhad • Annual Report 2017 Statement on Corporate Governance