My EG Services Berhad Annual Report 2019

ANNUAL REPORT 2019 75 A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition 1. Composition and Diversity The Directors are of the opinion that the current Board size and composition is adequate for facilitating effective decision making given the scope and nature of the Group’s businesses and operations. The Board maintains an appropriate balance of expertise, skills and attributes among the Directors which is reflected in the diversity of backgrounds and competencies of the Directors. Such competencies include finance, accounting, legal, digital and other relevant industry knowledge, entrepreneurial and management experience and familiarity with regulatory requirements and risk management. The Board consists of one (1) Executive Chairman, one (1) Group Managing Director and three (3) Independent Non-Executive Directors, wherein majority of the Board comprises Independent Directors. The composition of the Board ensures that the Independent Non-Executive Directors will be able to exercise independent judgment on the affairs of the Group. The Board of Directors’ profile can be found on page 19 to page 23 of this Annual Report. 2. Independency of Independent Directors For Independent Directors which exceeds a cumulative term of nine (9) years, the Board would justify and seek annual shareholders’ approval for re-appointment. The Independent Directors play a crucial role in corporate accountability and provide unbiased views and impartiality to the Board’s deliberations and decision-making process. In addition, the Independent Directors ensure that matters and issues brought to the Board are given due consideration, fully discussed and examined, taking into account the interest of all stakeholders. The Board, via the NC assesses each Director’s independence to ensure on-going compliance with this requirement annually. %VSJOH UIF QFSJPE UIF /$ BTTFTTFE BOE FOEPSTFE %BUVL .PIE +JNNZ 8POH #JO "CEVMMBI BOE 5BO 4SJ %BUP %S Muhammad Rais Bin Abdul Karim, who have served as Independent Non-Executive Directors of the Company for a cumulative term of more than nine (9) years, and recommended them to continue to act as Independent Non- Executive Directors of the Company based on the following justifications:- a. they have fulfilled the criteria under the definition of Independent Director as stated in the MMLR of Bursa Securities, and therefore were able to bring independent and objective judgment to the Board; b. their experience enables them to provide the Board with a diverse set of experience, expertise, skills and competence; c. they have been with the Company long and therefore understand the Group’s business operations which enable them to participate actively and contribute independent judgement yet providing strategic guidance during deliberations or discussions at ARMC and Board meetings; d. they have contributed sufficient time and efforts and attended all the NC, RC, ARMC and Board meetings for informed and balanced decision making; and e. they have exercised due care during their tenure as Independent Non-Executive Directors of the Company and carried out their professional duties in the interest of the Group and shareholders. The NC is satisfied that the Independent Directors are independent of the Management and free from any business or other relationships which could interfere with the exercise of independent judgement, objectivity and the ability to act in the best interest of the Group. CORPORATE GOVERNANCE STATEMENT (CONT’D) GOVERNANCE