A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition 1. Composition and Diversity The Directors are of the opinion that the current Board size and composition are adequate and appropriate for facilitating effective decision-making, given the scope and nature of the Group’s businesses and operations. The Board maintains an appropriate balance of expertise, skills, and attributes among its Directors, reflecting their diverse backgrounds and competencies. These competencies include finance, accounting, legal, technology, and other relevant industry knowledge, as well as entrepreneurial and management experience, and familiarity with regulatory requirements and risk management. During the financial year, the Board consists seven (7) members, consisting of one (1) Executive Chairman, one (1) Group Managing Director, four (4) Independent Non-Executive Directors, and one (1) Non-Independent NonExecutive Director, as follows: Name Designation and Directorate Age Gender Dato’ Dr Norraesah binti Haji Mohamad Executive Chairman 78 Female Wong Thean Soon Group Managing Director 55 Male Wong Kok Chau Independent Non-Executive Director 57 Male Datuk Mohd Jimmy Wong bin Abdullah Non-Independent Non-Executive Director 64 Male Dato’ Sri Mohd Mokhtar bin Mohd Shariff Independent Non-Executive Director 69 Male Dato’ Othman bin Semail Independent Non-Executive Director 65 Male Mohaini binti Mohd Yusof Independent Non-Executive Director 59 Female On 22 April 2025, Dato’ Mohd Jeffrey bin Joakim resigned as the Independent Non-Executive Director of the Company. The composition of the Board complies with Paragraph 15.02 of the MMLR of Bursa Securities and the recommended Practice 5.2 of MCCG. The majority of the Board comprises Independent Directors, ensuring that they can exercise independent judgment on the Group’s affairs. All Directors of the Company hold not more than five (5) directorships in public listed companies, in compliance with Paragraph 15.06(1) of the MMLR of Bursa Securities. 2. Independency of Independent Directors The Board has adopted a 9-year tenure policy for Independent Non-Executive Directors, stipulating that the tenure of an Independent Director shall not exceed a cumulative term of nine (9) years without further extension. If the Board wishes to retain a Director who has served beyond nine (9) years, the Director shall be re-designated as Non-Independent, subject to the NC’s review and recommendations to the Board. As of the date of this statement, none of the Independent Directors have served the Company beyond nine (9) years. Independent Directors play a crucial role in corporate accountability, providing unbiased views and impartiality to the Board’s deliberations and decision-making process. They ensure that matters brought before the Board are given due consideration, thoroughly discussed, and examined, taking into account the interests of all stakeholders. The Board, through the NC, assesses each Director’s independence annually to ensure ongoing compliance with this requirement. The NC is satisfied that the Independent Directors are independent of Management and free from any business or other relationships that could interfere with the exercise of independent judgement, objectivity, and the ability to act in the best interest of the Group. CORPORATE GOVERNANCE STATEMENT (cont’d) 174
RkJQdWJsaXNoZXIy NDgzMzc=