PRINCIPAL A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. BOARD RESPONSIBILITIES (CONT’D) The Board has established a formal schedule of matters reserved for its deliberation to ensure that robust governance practices are in place across the Group. These matters include: a) Conflict of Interest Issues: Addressing conflicts of interest relating to substantial shareholders or Directors, including the approval of related party transactions b) Material Acquisitions and Disposition: Overseeing the acquisition or disposition of assets not in the ordinary course of business, including significant capital expenditures c) Strategic Investments and Corporate Exercises: Reviewing and approving strategic investments, mergers and acquisitions, and other corporate exercises d) Limits of Authority: Defining and approving the limits of authority within the Group e) Treasury Policies: Establishing and reviewing treasury policies f) Risk Management Policies: Approving and monitoring risk management policies g) Key Human Resource Issues: Addressing critical human resource matters h) Business Plans: Reviewing and endorsing the Group’s business plans II. BOARD COMPOSITION The composition of the Board is aligned with the requirements of the MCCG and the MMLR of Bursa Securities. With a majority of Independent Directors, the Board ensures adherence to sound governance standards and reinforces its commitment to transparency and accountability. The Board recognises the importance of diversity in bringing a broad range of perspectives to the table, thereby facilitating informed decision-making and effective stewardship of Zetrix AI. Additionally, the Board also acknowledges the need to evolve strategically as a dynamic organisation in line with the Company’s strategic direction. In this regard, the Board, through the Nomination Committee (“NC”), continuously reviews its composition to achieve an appropriate balance of independence and diversity, enabling it to effectively discharge its collective responsibilities while supporting succession planning. The Board recognises the benefits of diversity, including a mix of age, ethnicity, gender, and cultural and geographical backgrounds. Such diversity fosters a competitive edge by harnessing a broad spectrum of perspectives, experiences, and expertise, which are essential for sound governance and long-term value creation. In assessing the suitability of individual Board members, the NC considers several factors, including skills, knowledge, expertise, experience, professionalism, commitment, contributions, background, character, integrity and competence. These factors ensure that each Director can effectively discharge their roles and responsibilities. For candidates being considered for the position of Independent Non-Executive Directors, the NC evaluates their ability to discharge their responsibilities, exercise independent judgement, provide constructive challenge, offer strategic guidance, contribute specialist advice, and maintain impartiality. Additionally, the NC reviews the tenure of each Director, taking into consideration factors such as their performance and contributions to the Board. The annual re-election of a director is subject to a satisfactory evaluation of his or her effectiveness and continued suitability for the role. The Board evaluates each Director within the context of the Board as a whole. The ultimate objective is to recommend a Board composition that will best sustain the success of the Group’s businesses and safeguard shareholders’ interests through the exercise of sound judgement. While the Board does not enforce specific targets for the appointment of female directors, it acknowledges the importance of gender diversity. During the year, the Board comprised of two (2) female Directors, representing approximately 30% female representation on the Board. The Board is of the view that its current composition possesses the requisite knowledge, experience, diverse range of skills, and competencies to effectively discharge its duties and responsibilities. Moving forward, in line with the national target of achieving 30% female representation on the boards of listed issuers, the Board will maintain a pool of potential candidates, including suitability qualified female candidates, for future appointments as and when the need arises. CORPORATE GOVERNANCE OVERVIEW (cont’d) 160
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