127 INTEGRATED ANNUAL REPORT 2025 GOVERNANCE | CORPORATE GOVERNANCE OVERVIEW STATEMENT NOMINATING AND REMUNERATION The NRC, composed of all INEDs, holds the primary responsibility for overseeing the appointment process to the Board and Senior Management, ensuring the implementation of orderly succession plans. The NRC also reviews remuneration policies for the Board, its Committees, and Senior Management to maintain competitiveness, appropriateness, and alignment with market practices. Key activities of the NRC in FY2025 are as follows: Nominating related matters • Recommended the re-appointment and re-election of Directors at the Annual General Meeting (“AGM”). • Recommended the appointment of a new Director and additional member to the Board Committees. • Reviewed the succession planning and changes in Board and Senior Management composition. 1 Remuneration related matters • Reviewed and recommended payment of Directors’ fees and benefits. • Reviewed and assessed Senior Management’s key performance indicators and performance. • Reviewed Executive Directors and Senior Management remuneration packages. • Reviewed and approved the grant of 2024 RSU under the Employees’ Share Scheme 2023 (“ESS2023”). 2 Board Effectiveness Evaluation • Reviewed/recommended the assessment tool and approach for BEE with respect to the performance of the Board, individual directors and Board Committees, including the outcome of the exercise. • Reviewed/recommended action plans in response to the outcomes of the BEE, including the proposed Board Development Plan. 3 Board succession planning and appointments The NRC regularly reviews the balance of skills, knowledge, experience, and length of service of Board members in accordance with recommendations of MCCG 2021 and the Corporate Governance Guide (4th Edition) of Bursa Malaysia Securities Berhad. The NRC focuses on the strategic composition of the Board, adding factors as they evolve. This strategy includes both quantitative and qualitative principles, considering: • Objective criteria and merit, with due regard for diversity in skills, qualifications, experiences, core competencies, ethnicity, age, cultural background and gender. • Composition and the tenure of directors to achieve a balanced composition. • Composition of skill matrix to strengthen board leadership and sustainability oversight. • Fit & Proper assessment. • His/her existing board positions. • His/her integrity and governance practices. • Style and fit with Yinson culture, which emphasises openness and transparency. In 2025, Yinson will see the departure of INEDs who have served highly successful 9-year terms. The Board, through the NRC, embarked on a succession process in early 2024, appointing external consultants support with identifying new candidates based on criteria set by the NRC. The target was to appoint one INED in 2024, following the agreed optimum succession timing. The consultants conducted a thorough global search, focusing on key talent pools in Malaysia, Southeast Asia, and the Pacific region. From an extensive candidate list, shortlisted individuals underwent several interviews before the final interview with the NRC, which then made its recommendation to the Board. The appointment process was conducted independently and transparently, upholding the highest standards of governance. Following this process, the Board welcomed Mr Lim Poh Seong as a new INED in FY2025. Mr Lim Poh Seong brings valuable expertise, extensive board experience, and a deep understanding of Malaysia’s corporate accounting and governance regulations. The Board believes that Mr Lim Poh Seong will complement the Board with his depth of expertise, insight and knowledge. The NRC also reviewed the composition of the Board Committees and recommended the appointment of Mr Lim Poh Seong as a member of the AC. The search for a diverse pool of directors continues to intensify, particularly in light of the upcoming departure of INEDs. This effort aims to further strengthen the board’s capabilities and perspectives by bringing in fresh insights and expertise, thereby enhancing the board’s overall effectiveness and governance. Management succession planning During the year, the NRC reviewed and recommended succession plans for management. This included assessments of strengths, leadership capabilities, and potential, as well as suitability and readiness to undertake expanded roles. As a result, several Senior Management members took on additional roles to leverage their leadership capabilities, streamline decision-making, and ensure continuity in critical areas. This approach has also facilitated the development of the next layer of leadership, preparing future leaders to step into key positions and sustain organisational growth. Board effectiveness The Board, through NRC, annually evaluates the effectiveness of the Board as a whole, the performance of the Chairman and individual Directors, including INEDs, identifying areas for improvement.
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