MKH Annual Report 2019

052 A N N U A L R E P O R T 2 0 1 9 CORPORATE GOVERNANCE OVERVIEW STATEMENT PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION (CONT’D) 4. Gender Diversity The Board acknowledges the importance of diversity in its membership, including gender, ethnicity and age and strives to maintain the right balance for effective functioning of the Board. The Board is mindful of the recommendation of the Code to have at least 30% women decision-makers in the corporate sector for Large Companies. However, the Board has not established the policy on gender diversity. Nevertheless, the Nomination Committee would take steps to ensure suitable woman candidates are sought for appointment as the Board encourages a dynamic and diverse composition by nurturing suitable and potential candidates equipped with the competency, skills, experience, character, time commitment, integrity and other qualities in meeting the future needs of the Company so as to ensure balances gender and skills diversity, ethnicity and age within the Group. 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% Datuk Mohammad bin Maidon Member 1/1 100% The summary 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 MMLR and the Corporate Governance Guide issued by Bursa Securities; iv) assessed and evaluated the effectiveness 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 effectiveness 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.