01 | ABOUT NEXG 02 | OUR LEADERSHIP 03| OUR PERSPECTIVE 04 | SUSTAINABILITY 05 | GOVERNANCE 06 | FINANCIAL STATEMENTS 07 | OTHER INFORMATION ANNUAL REPORT 2026 PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D) Key Senior Management (Cont'd) Corporate Governance OVERVIEW STATEMENT (Cont’d) Tenure of Independent Directors Appointment of Board member Annual Assessment of Independence As spelt out in the Board Charter, the tenure of the Independent Directors is limited to nine (9) years without further extension. 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 September 2025, November 2025, March 2026 and April 2026, the NRC reviewed the suitability of the candidates for the appointment of Executive Chairman, Executive Directors, Independent Non-Executive Directors and NonIndependent Non-Executive 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 Dato’ Sri Mohd Sopiyan bin Mohd Rashdi as Independent Non-Executive Director on 19 September 2025; - Appointment of Datuk Chong Loong Men as Executive Director on 18 November 2025; - Appointment of Mr Aswath a/l Ramakrishnan as Independent Non-Executive Director on 18 November 2025; - Appointment of Mr Kunal Tayal as Non-Independent Non-Executive Director on 18 November 2025; - Redesignation of Dato’ Haji Ishak bin Ismail from Non-Independent Non-Executive Director to Executive Chairman on 27 March 2026; - Redesignation of Dato’ Haji Hanifah bin Noordin from Executive Chairman and Chief Executive Officer to Executive Deputy Chairman and Chief Executive Officer on 27 March 2026; - Appointment of Encik Mohamad Tirmizi bin Ishak as Non-Independent Non-Executive Director on 2 April 2026; and - Appointment of Dato’ Ramli bin Din as Independent Non-Executive Director on 2 April 2026. In May 2026, 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 seven (7) 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. II. BOARD COMPOSITION (CONT'D) 106
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