113 ANNUAL REPORT 2024 MST GOLF GROUP BERHAD Independent Non-Executive Directors’ Tenure The Board Charter requires that the tenure of an Independent Director should not exceed a cumulative term of nine years. Upon completion of the nine years, an Independent Director may continue to serve the Board subject to the Director’s re-designation as a Non-Independent Director and subject to shareholders’ approval. As at 31 December 2024, none of the INEDs’ tenures have exceeded a cumulative term of nine years. Re-election of Directors Clause 107 of the Company's constitution provides, amongst others, that at every annual general meeting, one-third of the Directors who are subject to retirement by rotation for the time being or if their number is not three or a multiple of three, then the number nearest to onethird shall retire from office and be eligible for re-election, provided that all Directors shall retire from office once at least in every three years. Datin Suryani Binti Ahmad Sarji and Ms. Alice Lee Chia Yee (”Retiring Directors”) are retiring by rotation in accordance with Clause 107 of the Company's constitution and being eligible, have offered themselves for re-election. The NC and the Board have evaluated the performance of the Retiring Directors and will recommend to the Company’s shareholders for their re-election in the upcoming 32nd annual general meeting (“AGM”) of the Company. Board Effectiveness Assessment The Group conducts its Board Effectiveness Assessment (“BEA”) on an annual basis. The Directors fill in the relevant BEA forms which encompass questionnaires that aim to assess the Board, the Board Committees, as well as individual Directors based on the various criteria stipulated in the Board Charter, Terms of Reference as well as Fit and Proper Policy. The NC then reviews and deliberates on the scores obtained for each director before recommending to the Board if there is any further improvements to be made based on the BEA results. The annual BEA was conducted and the NC was satisfied with the contribution of each Director, effectiveness of the Board and Board Committees, diversity, independence and overall governance practices. While areas for improvement were identified, the Board remains well-positioned to fulfil its responsibilities and drive the organisation forward. Nomination Committee The NC, solely composed of INEDs, was established with clearly defined Term of Reference (“TOR”). The TOR of the NC is available on the Company’s website (https://www.mstgolfgroup.com/corporate-governance/#company-policies). The NC plays a vital role in overseeing the Board’s composition and ensuring its effectiveness. Its key activities during the FY2024 are as follows: • Reviewed the BEA framework which consists of evaluation forms and questionnaires for assessment of the contribution and performance of the Board as a whole as well as individual Board committees and Directors; • Reviewed and recommended to the Board the appointment of key senior management; and • Reviewed and recommended to the Board on the proposal for re-election of Directors at the AGM in accordance with the Company’s Constitution. The Board adopts the Directors’ and Senior Management’s Fit and Proper Policy ("Fit and Proper Policy"), a formal and transparent procedure governing the selection, nomination, and appointment of appropriate candidates to the Board and Senior Management, to mitigate the risk of unsuitable individuals serving in key positions of the Group. The Fit and Proper Policy is available on the Company’s website (https://www.mstgolfgroup.com/corporate-governance/#companypolicies).
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