My EG Services Berhad Annual Report 2019

ANNUAL REPORT 2019 77 A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) 7. Annual Evaluation (cont’d) The assessment criteria used in the assessment of Board and individual Directors includes mix of skills, knowledge, Board diversity, size and experience of the Board, core competencies and contribution of each Director. The board committees were assessed based on their roles and responsibilities, scope and knowledge, frequency and length of meetings, supply of sufficient and timely information to the Board and also overall effectiveness and efficiency in discharging their function. The Board evaluation comprises performance evaluation of the Board and various board committees, Directors’ peer evaluation and assessment of the independence of the Independent Directors. The assessment is based on three (3) main areas relating to:- z the Board structure; z the Board operations; and z Roles and responsibilities of:- (i) the Board (ii) the Chairman; and (iii) board committees. For Directors’ peer evaluation, the assessment criteria include abilities and competencies, calibre and personality, technical knowledge, objectivity and the level of participation at board and committee meetings including his/ her contribution to Board processes. Any appointment of a new Director to the Board or board committee is recommended by the NC for consideration and approval by the Board. In accordance with the Constitution of the Company, one-third (1/3) of the Directors for the time being shall retire from office at each AGM. A retiring director shall be eligible for re-election. The existing Constitution of the Company also provides that all directors shall retire at least once every three (3) years. During the period, the Board conducted an internally facilitated Board assessment. The results and recommendations from the evaluation of the Board and board committees are reported to the Board for full consideration and action. The Board was comfortable with the outcome and that the skills and experience of the current Directors satisfy the requirements of the skills matrix and that the Chairman of the Board possesses the leadership to safeguard the stakeholders’ interest and ensure the development of the Group. The NC also considered the results of the evaluation when considering the re-election of Directors and recommended to the Board for endorsement of the Directors standing for re-election at the forthcoming AGM of the Company. The Directors standing for retirement by rotation and subject to re-election at the forthcoming AGM are Mr Wong Thean Soon and Tan Sri Dato’ Dr Muhammad Rais Bin Abdul Karim. III. Remuneration The objectives of the Directors and Senior Management’s Remuneration Policy and Terms of Reference of the RC are to provide fair and competitive remuneration to its Directors and Senior Management in order for the Group to attract and retain Directors and Senior Management of calibre to run the Group successfully. The responsibilities for developing the Directors and Senior Management’s Remuneration Policy, determining the remuneration packages of Directors, Group Managing Director and Senior Management, lies with the RC. Nevertheless, it is ultimately the responsibility of the Board to determine the remuneration of Directors and Senior Management. CORPORATE GOVERNANCE STATEMENT (CONT’D) GOVERNANCE