GOVERNANCE A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) 3. Appointment of Board and Senior Management The Board comprises individuals with extensive complementary knowledge, competencies, and expertise, enabling them to make active, informed, and positive contributions to the Group’s strategic direction and development. The appointment of the Board and Senior Management is based on objective criteria, merit, and with due regard for diversity in skills, experience, age, cultural background, and gender. The NC assesses the suitability of candidates before formally considering and recommending them for appointment to the Board. The NC considers and evaluates candidates based on their required skills, knowledge, expertise, competence, experience, characteristics, and professionalism. For the appointment of Independent Directors, additional considerations is given to whether the candidates meet the independence requirements as defined in MMLR of Bursa Securities and the time commitment expected from them to attend to the Company’s matters, including Board meetings, Board Committee meetings, EGMs, and AGMs. The Board has adopted a Directors’ Fit and Proper Policy to assess the fitness and propriety of candidates before their appointment or re-election as Directors of the Company and its subsidiaries. This policy ensures that any individual appointed or re-elected as a Director within the Group (“Responsible Person”) possesses the character, experience, integrity, competence, and time to effectively discharge his/her role as a Director. The Directors’ Fit and Proper Policy is available on the Company’s website. The Board follows formal and transparent procedures when appointing Directors as outlined below: • Role Definition: The NC prepares a description of the desired characteristics for the new Director. • Candidate Identification: The NC seeks professional advice, as and when necessary, to identify a shortlist of suitable candidates. Nominations may also be proposed by the Group Managing Director, other senior executive Director, or shareholder for considerations. • Interview and Evaluation: Candidates are interviewed by at least two (2) members of the NC. Their evaluations are circulated to all the members of the NC, and a target appointment date is fixed. • Recommendation: The NC makes a majority decision in recommending the appointment to the Board. • Board Decision: The Board selects the best candidate through a ballot or majority decision and passes a Board resolution to appoint the candidate. • Written Consent: The nominee’s written consent to act, if elected, is secured. • Transparency: The NC ensures an open and transparent appointment process, which may include public advertisements or direct approaches to suitable individuals or organisations. • Board Composition: The NC considers the overall composition and balance of the Board during the appointment process. 4. Gender Diversity The Board acknowledges the importance of promoting gender diversity within its composition and strives to increase female participation at both the Board and Senior Management levels. However, the Board has decided not to set specific targets, as the Board believes that having the right mix of skills and expertise for these positions is more crucial. The Board does not have a specific policy on setting targets for the appointment of female candidates to the Board. With the current composition of two (2) female Directors, representing approximately 30% of women on the Board, the Board is of the opinion that its members possess the necessary knowledge, experience, diverse range of skills, and competence to effectively discharge their duties and responsibilities. Nevertheless, the NC will continue to take steps to ensure that suitable female candidates are considered as part of its recruitment process. CORPORATE GOVERNANCE STATEMENT (cont’d) 175
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