MKH Annual Report 2018

II. BOARD COMPOSITION The Board presently have Seven (7) members comprising three (3) Executive Directors including the Chairman and Managing Director and four (4) other Independent Non-Executive Directors. This is in line with Chapter 15.02 of the MMLR of Bursa Securities, which requires that at least two (2) Directors or one-third of the Board of the Company, whichever is the higher, are independent directors and the best practice where the Board must comprise a majority of Independent Directors where the Chairman of the Board is not an Independent Director. The Board has identified and appointed Haji Mohammed Chudi bin Haji Ghazali as the Senior Independent Non- Executive Director to whom concerns of shareholders, management, employees, and others may be conveyed by way of writing to the Company’s registered address or electronic mail to chudi@mkhberhad.com or contact via Tel: +603-8737 8228 . The Independent Directors led by Haji Mohammed Chudi bin Haji Ghazali provide a broader view, independent and balanced assessment of proposals from the Executive Directors. The Board having reviewed its size and composition is satisfied that its current size and composition is well balanced, with diverse professional background, skills, expertise and knowledge in discharging its responsibilities for the proper functioning of the Board and fairly reflects the investment in the Company by shareholders apart from the largest shareholder. Furthermore, the current number of Board members is conducive for e cient deliberations at Board meetings and e ective conduct of Board decision-making. Brief profile of each Director is detailed under Profile of Directors in this Annual Report. 1. Independence The Board supports the highest standards of corporate governance and the development of best practices for the Company. The concept of independence adopted by the Board is in line with the definition of an Independent Director under Paragraph 1.01 and Practice Note 13 of the MMLR of Bursa Securities, i.e. independent from management and are free from any business or other relationships that could materially interfere with the exercise of their independent judgement. Independent Non-Executive Directors are required to voice their reservations of any Board decisions in areas such as policies and strategies which could be detrimental to the interest of the minority shareholders. 2. Tenure of Independent Directors The Board is mindful of the recommendation of the Code that 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 Non-Executive 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. The length of service on the Board does not in any way interfere with the exercising of independent judgement, expressing views and in participating in deliberations and decision making of the Board and Board Committees. There are four (4) Independent Non-Executive Directors on the Board presently. As at this date, two (2) Independent Directors, namely En. Je rey bin Bosra and Haji Mohammed Chudi bin Haji Ghazali, both have served on the Board for a cumulative term of more than nine (9) and twelve (12) years respectively. The Board upon the recommendation of the Nomination Committee has approved and intends to seek shareholder’s approval at the forthcoming AGM to retain En. Je rey bin Bosra, who has served on the Board for a cumulative term of more than nine (9) years to be retained as an Independent Director. The Board will continue to undertake a two-tier voting to seek shareholder’s approval at the forthcoming AGM to retain Haji Mohammed Chudi bin Haji Ghazali, who has served on the Board for a cumulative term of more than 12 years to be retained as Senior Independent Non-Executive Director of the Company. 52 MKH Berhad Annual Report 2018 CORPORATE GOVERNANCE OVERVIEW STATEMENT