CORPORATE GOVERNANCE STATEMENT (cont’d) A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) 2. Independency of Independent Directors The Board has adopted a 9-year policy for Independent Non-Executive Directors, setting out that the tenure of an Independent Director shall not exceed a cumulative term of nine (9) years without further extension and shall re-designate to Non-Independent if the Board wishes to retain the Director who has served beyond nine (9) years, subject to the NC’s review and recommendations to the Board. As at the date of this statement, none of the Independent Directors have served the Company beyond nine (9) years. 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 annually to ensure on-going compliance with this requirement. The NC is satisfied that the Independent Directors are independent of Management and free from any business or other relationships that could interfere with the exercise of independent judgement, objectivity and the ability to act in the best interest of the Group. 3. Appointment of Board and Senior Management The Board comprises individuals with extensive complementary knowledge and competencies, as well as expertise to make active, informed and positive contribution to the Management of the Group in terms of the business’ strategic direction and development. The appointment of the Board and its Senior Management are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. The NC assesses the suitability of the candidates before formally considering and recommending them for appointment to the Board. The NC considers and evaluates the candidates’ required skills, knowledge, expertise, competence, experience, characteristics, professionalism in proposing its recommendation. For the appointment of Independent Directors, considerations will also be given to whether the candidates meet the requirements for independence as defined in MMLR of Bursa Securities and time commitment expected from them to attend to matters of the Company in general, including attending meetings of the Board, Board Committees, EGM, and AGM. The Board has adopted a Directors’ Fit and Proper Policy to assess the fitness and propriety of a candidate before being appointed or seeking re-election as a Director of the Company and its subsidiaries. This serves to ensure that any person to be appointed or re-elected as a Director within the Group (“Responsible Person”) possesses the character, experience, integrity, competence and time to effectively discharge his/her role as a director. The Directors’ Fit and Proper Policy is available on the Company’s website. The Board follows formal and transparent procedures when appointing directors as follows:- r The NC shall prepare description of the director characteristics that the Board is looking for in a new appointment. r 5IF /$ XJMM TFFL QSPGFTTJPOBM BEWJDF BT BOE XIFO JU DPOTJEFST OFDFTTBSZ UP JEFOUJGZ B TIPSU MJTUFE PG suitable candidates and a list of nominations for candidates proposed by the Group Managing Director, and within the bounds of practicability, by any other senior executive, director or shareholder for considerations. r "MM UIF DBOEJEBUFT BSF JOUFSWJFXFE CZ BU MFBTU UXP NFNCFST PG UIF /$ XIPTF FWBMVBUJPOT XJMM CF circulated to all the members of the NC. A target appointment date is then fixed. r 5IF /$ XJMM UIFO IBWF UP NBLF B NBKPSJUZ EFDJTJPO JO SFDPNNFOEJOH UIF BQQPJOUNFOU UP UIF #PBSE r 5IF #PBSE XJMM UIFO EFDJEF PO UIF CFTU DBOEJEBUF CZ CBMMPU PS NBKPSJUZ EFDJTJPO BOE B #PBSE SFTPMVUJPO XJMM be passed to appoint the candidate. r 5IF XSJUUFO DPOTFOU PG UIF OPNJOFFT UP BDU JG FMFDUFE TIBMM CF TFDVSFE r 5IF /$ TIBMM GPDVT PO UIF OFFE GPS UIF #PBSE UP PQFSBUF BO PQFO BOE USBOTQBSFOU BQQPJOUNFOU QSPDFTT This may include public advertisement or direct approaches being made to individuals who may be suitable or organisations that may be able to advise. r 5IF /$ TIBMM UBLF JOUP BDDPVOU PO UIF PWFSBMM DPNQPTJUJPO BOE CBMBODF PG UIF #PBSE ANNUAL REPORT 2023 143 A. BOARD LEADERSHIP AND EFFECTIVENESS II. Board Composition GOVERNANCE
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