Executive Directors including the Chairman and Managing Director Independent Non-Executive Directors Non-Independent Non-Executive Director 3 3 1 Board Composition BOARD COMPOSITION (CONT'D) In the event of any vacancy in the Board, resulting in non-compliance of the number of Independent Directors required in the Board, the Company shall fill the vacancy within three (3) months from that event. 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 NonExecutive 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 of the Company. Tenure of Independent Directors There are three (3) Independent Non-Executive Directors on the Board presently and the Board recognises the importance of independence and objectivity in the decision-making process. 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 and if the Board continues to retain the independent director after the ninth year, a two-tier voting process should be applied. In addition, the enhanced MMLR limits the tenure of an independent director to not more than a cumulative tenure of twelve (12) years. The Independent Directors led by Dato’ Lim Hong Shuan as the Senior Independent Non-Executive Director of the Company, to whom concern of shareholders, management, employees and others may be conveyed by way of writing to the Company’s registered address or electronic mail to limhsg10514@gmail.com or contact via Tel: +603-8737 8228. The role of the Senior Independent Non-Executive Director is also explained in the Board Charter. 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 efficient deliberations at Board meetings and effective conduct of Board decision-making. Brief profile of each Director is detailed under Profile of Directors in this Annual Report. 5 Governance That Inspires Confidence 1 3 6 2 4 7 PG | 119 ANNUAL REPORT 2025 MKH BERHAD
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