111 ANNUAL REPORT 2024 MST GOLF GROUP BERHAD In FY2024, the Board continued to formalise more policies and revisions to further strengthen the foundation of the Group’s corporate governance. They include: Governance Policies Adopted in FY2024: Governance Policies Enhanced in FY2024: • Governance, Risk and Sustainability Committee Terms of Reference • Board Charter • Anti-Money Laundering Policy • Audit Committee Terms of Reference • IT Governance Policy • Nomination Committee Terms of Reference • Dawn Raid Policy • Whistleblowing Policy • Related Party Transaction Policy • Delegations & Limits of Authority Policy A2: BOARD COMPOSITION Board Composition, Independence and Diversity The Board is composed of six directors (“Directors”), among whom three are Non-Independent Executive Directors (“EDs“) and three are Independent Non-Executive Directors (“INEDs“). Name of Director Role in the Board Low Kok Poh Executive Chairman Ng Yap Sio Executive Director and Group CEO Ng Lian Chun Executive Director Poh Ying Loo Independent Non-Executive Director Datin Suryani Binti Ahmad Sarji Independent Non-Executive Director Alice Lee Chia Yee Independent Non-Executive Director Their profiles are available on pages 17 to 19 of the Annual Report. The Board’s composition complied with MCCG whereby at least half of the Board are Independent Directors and the Listing Requirements of Bursa Securities which requires at least two (2) or one-third (1/3) of the Board, whichever higher to be Independent Directors. The Board consists of qualified individuals with diverse experiences, expertise, profession, skills and relevant market knowledge. The Board is satisfied that its current composition and size enable it to effectively discharge its duties and provide robust oversight, ensuring comprehensive governance and strategic leadership for the Group. Furthermore, the Board’s structure prevents any individual or group of directors from dominating the decision-making process. To comply with the MCCG's recommendation, the Board has ensured gender diversity, with two female directors making up 33% of the Board members.
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