124 YINSON HOLDINGS BERHAD Board succession planning and appointments The NRC regularly reviews the Board composition in line with the recommendations of the MCCG 2021 and Bursa Malaysia’s Corporate Governance Guide (4th Edition). The NRC adopts a strategic and forward‑looking approach, taking into account both quantitative considerations (such as independence, tenure and diversity) and qualitative factors (including leadership capability, industry experience, and collective Board dynamics), which are reviewed periodically to remain relevant to the Group’s evolving needs. In anticipation of the scheduled retirement of several INEDs upon the completion of their nine‑year terms in FY2026, the Board, through the NRC, commenced a structured succession planning process in early 2024. The objective was to ensure orderly and timely Board renewal while maintaining continuity and effectiveness. External consultants were engaged to assist in identifying and assessing suitably qualified and independent candidates based on NRC‑approved criteria and high governance standards. Mr Lim Poh Seong was appointed as an INED in FY2025 following a structured NRC‑led search and assessment process. The NRC continued to work closely with external consultants to identify a diverse pool of qualified candidates to support ongoing Board renewal and fill the remaining vacancies. The NRC interviewed all shortlisted candidates and conducted a comprehensive fitness and propriety assessment in accordance with the Directors’ Fit & Proper Policy adopted in 2022. In line with the agreed succession timeline, Ms Low Lily and Encik Ainul Azhar Ainul Jamal were appointed as INEDs in FY2026. The NRC also reviewed the composition of the Board Committees and recommended the appointment of Ms Low Lily and Encik Ainul Azhar Ainul Jamal to the relevant Board Committees. Management succession planning During the year, the NRC reviewed and recommended management succession plans to support business continuity and leadership stability. The review assessed key management personnel’s leadership capabilities, potential and readiness to assume expanded leadership roles, with a view to ensuring smooth and orderly transitions arising from retirements or advancement into senior leadership positions. Board effectiveness The Board, through the NRC, conducts an annual evaluation of the effectiveness of the Board as a whole, the performance of the Chairman, and the contribution of each Director, including INEDs. The evaluation process also identifies areas for continuous improvement. Every three years, the NRC commissions an independent board evaluation to provide an external perspective and benchmark the Board’s performance against peer boards and best practices. The most recent externally facilitated evaluation prior to FY2026 was conducted in FY2023. For FY2026, following the NRC’s recommendation, the Board appointed the Institute of Corporate Directors Malaysia (“ICDM”) to undertake an independent Board and Committee evaluation. The objective was to obtain an impartial and comprehensive assessment of the Board’s effectiveness, with particular focus on governance, oversight responsibilities, committee effectiveness and the Board’s approach to forward‑looking and sustainability‑related matters. Overall, the evaluation results were positive, affirming that the Board, its Committees and individual Directors were effective in discharging their roles and responsibilities. ICDM’s findings also included observations and best‑practice recommendations to support the Board’s continued development as a high‑performing and value‑creating Board. The assessment comprised detailed online questionnaires completed by Directors, followed by confidential one‑on‑one interviews. The evaluation covered the performance of the Board, Board Committees and individual Directors, guided by twelve core parameters. Overall, the Board & Directors Effectiveness Evaluation (“BDEE”) results were positive, with the Board demonstrating sound governance fundamentals, effective and respectful Board dynamics, and a high level of trust with Management. These were supported by the collective experience of the Directors and the effective functioning of well‑established Board Committees. Board and leadership transitions over the past decade have been well managed, enabling the Board to effectively support the Group’s expansion into renewables, green technologies and international markets within a collaborative and governance‑focused environment. The BDEE also identified areas for enhancement, including increased emphasis on forward‑looking strategy and emerging risks, strengthened oversight of leadership succession and Board composition, and deeper integration of sustainability, risk and resilience considerations into Board and committee deliberations. The Board noted these areas and remains focused on continuous improvements to further enhance overall Board effectiveness. In line with its commitment to the highest standards of corporate governance, the Board conducted annual conflict of interest declarations to reinforce transparency, integrity and trust across the organisation. All Directors complied fully with the Conflict of Interest Policy & Procedure. GOVERNANCE
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