GOVERNANCE A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) i. Board Responsibilities (cont’d) 6. Board Committees (cont’d) Nomination Committee (cont’d) The NC comprises three (3) members, two (2) of whom are Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director. The composition of the NC is as follows: NC Members Designation Mohaini binti Mohd Yusof Chairman, Independent Non-Executive Director Dato’ Sri Mohd Mokhtar bin Mohd Shariff Member, Independent Non-Executive Director Datuk Mohd Jimmy Wong bin Abdullah Member, Non-Independent Non-Executive Director During FY2025, the NC held one (1) meeting, with all members registered full attendance. Below is a summary of the key activities undertaken by the NC in the discharge of its duties: (a) Reviewed the Terms of Reference of the NC; (b) Reviewed the following Policies: • Directors’ Assessment Policy • Succession Planning Policy • Independent Directors’ Tenure Policy • Directors’ Fit and Proper Policy; (c) Determined Directors subject to re-election by rotation; (d) Reviewed the mix of skills, experience, and other requisite qualities of Directors; (e) Reviewed the composition of the Board and Board Committees; (f) Reviewed the independence of the Independent Directors; (g) Conducted the annual assessment of the effectiveness and performance of the Board, Board Committees and individual Directors; (h) Reviewed the performance and term of office of the AC; and (i) Reviewed and assessed Directors’ training needs. A copy of the NC’s Terms of Reference is available on the Group’s website at https://www.zetrix.com/investorrelations/governance/ Remuneration Committee The RC is responsible for recommending the remuneration principles and frameworks for members of the Board and Senior Management to the Board. The RC comprises three (3) members, all of whom are Independent NonExecutive Directors. The composition is as follows: RC Members Designation Dato’ Sri Mohd Mokhtar bin Mohd Shariff Chairman, Independent Non-Executive Director Wong Kok Chau Member, Independent Non-Executive Director Dato’ Othman bin Semail (Appointed as RC member on 22 April 2025) Member, Independent Non-Executive Director Dato’ Mohd Jeffrey bin Joakim (Resigned as RC member on 22 April 2025) Member, Independent Non-Executive Director CORPORATE GOVERNANCE STATEMENT (cont’d) 169
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