PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION (CONT’D) 5. Nomination Committee (Cont’d) iv) a ssessed 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) reviewed the proposed criteria and considerations that underpin the Fit and Proper Policy in relation to appointment and re-appointment of Directors; vii) identified suitable training programmes for the Directors and Audit Committee; and viii) deliberated on the findings of the assessments and reported the findings to the Board. T he terms of reference of the Nomination Committee are available for reference at www.mkhberhad.com. 6. Board and Board Committee Evaluation T he Nomination Committee also assesses the effectiveness of the Board as a whole and Audit Committee and the contribution of each individual Director, including Independent NonExecutive 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. T he Nomination Committee conducted the Board members performance evaluation via questionnaires which covers Board’s effectiveness as a whole together with Directors’ selfassessment. 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 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. D uring the deliberation of the performance of an individual Director who is also a member of the Nomination Committee, that member will abstain from the deliberation of his or her own performance to avoid any conflict of interests. T he Nomination Committee, pursuant to the annual review that was carried out, was satisfied that the size of the Board is optimum, well-balanced with the appropriate mix of skills and experience for the composition of the Board and its Committees. All assessments and valuation carried out by the Nomination Committee in discharging its duties were also properly documented. CORPORATE GOVERNANCE OVERVIEW STATEMENT MKH BERHAD | ANNUAL REPORT 2023 93
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