ANNUAL REPORT 2025 84 GOVERNANCE PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION (CONT’D) Annual Assessment of Independence In May 2025, all the Independent Non-Executive Directors have declared and affirmed their independence. As part of the annual assessment of independence, the NRC reviewed, assessed and evaluated the independence of the Board’s Independent Directors and was satisfied that all the four (4) Independent Non-Executive Directors met the independence criteria as prescribed by the MMLR of Bursa Malaysia and are able to act in an independent and objective manner. Appointment of Board members The appointment of new Board member is under the purview of the NRC whose primary responsibilities are to evaluate, assess and recommend candidates for the Board’s approval. In reviewing and recommending to the Board on the appointment of new Board member, the NRC considers the candidate’s ability to discharge such responsibilities/function as well as the candidate’s competencies, commitment, contribution and performance, skills, knowledge, expertise and experience, professionalism, age, cultural backgrounds, leadership qualities and integrity. For appointment of Independent Director, considerations will also be given on whether the candidate meet the criteria for independence as prescribed by the MMLR of Bursa Malaysia and time commitment expected from them. In August 2024, October 2024, November 2024 and January 2025, the NRC reviewed the suitability of the candidates for the appointment of Executive Deputy Chairman and Chief Executive Officer; Executive Directors; and Independent NonExecutive Directors. The NRC was guided by the criteria for membership of the Board as stipulated in the Board Charter. The NRC also reviewed the confirmation of independence, declaration of any Conflict of Interest or potential Conflict of Interest situation, individual bankruptcy status and conducted fit and proper assessment on the candidates based on the fit and proper declaration submitted by the candidates. Based on the NRC’s review, the Board determined that the candidates who are sourced from internal sources, have appropriate understanding of the conduct of the Group’s business, commitment, high ethical standards and experience to enable them to discharge their duties and responsibilities effectively. The Board subsequently approved the recommendation of the NRC on the appointment of the following Directors:- • Appointment of Datuk Haji Abu Hanifah bin Noordin as Executive Deputy Chairman and Chief Executive Officer on 22 August 2024; • Appointment of Datuk Ab.Hamid bin Mohamad Hanipah as Executive Director on 22 August 2024; • Appointment of YM Tunku Datuk Nooruddin bin Tunku Dato’ Seri Shahabuddin as Independent Non-Executive Director on 22 August 2024; • Appointment of Puan Hajah Erna bt Ismail as Executive Director on 9 October 2024; • Appointment of Datuk Puvanesan a/l Subenthiran and Datuk Zainal Abidin bin Abu Hassan as Independent Non-Executive Directors on 12 November 2024; • Appointment of Tan Sri Dato’ Seri Mohd Khairul Adib bin Abd Rahman as Independent Non-Executive Director on 22 November 2024; and • Appointment of Dato’ Che Nazli binti Jaapar as Independent Non-Executive Director on 14 January 2025. The Board will consider sourcing from Directors’ registry or the use of independent search firms to identify the most suitable candidates for future Board position. In May 2025, the NRC also conducted the fit and proper assessment on all the Directors who are seeking for re-election at the Seventeenth AGM of the Company. The Directors concerned have submitted their fit and proper declarations to the Company prior to the proposed re-election as Directors. Corporate Governance Overview Statement (Cont’d)
RkJQdWJsaXNoZXIy NDgzMzc=