MKH Annual Report 2018

II. BOARD COMPOSITION (Cont’d) 5. Nomination Committee The Nomination Committee was established on 27 November 2012 and comprises of two (2) members, all of whom are Independent Non-Executive Directors and they are responsible to make independent recommendations for new appointments to the Board. The members of the Nomination Committee and their attendance at the Nomination Committee meeting held during the year under review are as follows: Name Designation Attendance Percentage Haji Mohammed Chudi bin Haji Ghazali Chairman 1/1 100% Haji Mohamed bin Ismail* Member 1/1 100% Datuk Mohammad bin Maidon^ Member N/A N/A * Demised on 14 May 2018 ^ Appointed on 30 May 2018 N/A Not Applicable The summary of activities undertaken by the Nomination Committee in the discharge of its duty for the financial year under review are as follows: i) reviewed the Directors who were due for re-election by rotation and/or re-appointment; ii) reviewed the Board’s required mix of skills, current size and composition, experience and other qualities including the core competencies which Independent Non-Executive Directors should bring to the Board; iii) evaluated the independence of the Independent Non-Executive Directors based on the criteria of “Independence” as prescribed in the Listing Requirements and the Corporate Governance Guide issued by Bursa Malaysia; iv) assessed and evaluated the e ectiveness of the Board based on specific criteria such as Board composition and structure, principal responsibilities of the Board, the Board process and Board governance; v) assessed and evaluated the individual Directors’ performance and the e ectiveness of the Board as a whole together with the Audit Committees’ performance; vi) identified suitable training programmes for the Directors and Audit Committee; and vii) deliberated on the findings of the assessments and reported the findings to the Board. The terms of reference of the Nomination Committee are available for reference at www.mkhberhad.com . 6. Board and Board Committee Evaluation The Nomination Committee also assesses the e ectiveness 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 e ectiveness as a whole together with Directors’ self- assessment. The Directors’ self-assessment was conducted to evaluate the mix of skills, experience and the individual Director's ability to contribute and exercise independent judgement towards the e ective 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. 54 MKH Berhad Annual Report 2018 CORPORATE GOVERNANCE OVERVIEW STATEMENT