Zetrix AI Berhad Annual Report 2025

A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) 5. Identifying Suitable Candidates The Board deliberates on any proposed appointment of a new member based on the qualifications and experience of the candidate. The NC assesses the suitability of potential candidates for appointment to the Board based on an internal policy that outlines the required criteria and skill sets for Board members. In identifying suitable candidates for Board appointments, the Board may engage independent search firms if necessary. 6. Chairman of the NC The NC is led by Mohaini binti Mohd Yusof, an Independent Non-Executive Director. She oversees succession planning and appointment of Board members and Senior Management. The NC conducts an annual review of Board effectiveness and skill assessments, which provide relevant information on the Group’s needs and enable the NC to source suitable candidates when required. 7. Annual Evaluation The NC is responsible for evaluating the performance and effectiveness of the entire Board, its Board Committees, and individual Directors on a yearly basis. Led by the NC’s Chairman and supported by the Company Secretary, the evaluation process utilises questionnaires. The NC reviews the evaluation results, identifies areas for continuous improvement, and uses these findings as the basis for recommending relevant Directors for re-election at the AGM. On 26 February 2026, the NC assessed the effectiveness of the Board, its Board Committees, and the contributions of each Director by identifying strengths and areas for improvement. The assessment criteria for the Board and individual Directors includes a mix of skills, knowledge, diversity, size, experience, core competencies, and contributions. The Board Committees were evaluated based on their roles and responsibilities, scope of knowledge, frequency and duration of meetings, the provision of sufficient and timely information to the Board, and their overall effectiveness and efficiency in discharging their functions. The Board evaluation comprises the following components: • Performance evaluation of the Board and its various Board Committees; • Directors’ peer evaluation; and • Assessment of the independence of the Independent Directors. The assessment focuses on four (4) main areas: • Board structure; • Board operations; • Roles and responsibilities of: (i) the Board; (ii) the Chairman; and (iii) the Board Committees, and • Elements of ESG. The Directors’ peer evaluation assesses their abilities, competencies, calibre, personality, technical knowledge, objectivity, level of participation in Board and Board Committee meetings, and contribution to Board processes. Any appointment of a new Director to the Board or Board Committee is recommended by the NC for consideration and approval by the Board. In accordance with the Constitution of the Company, one-third (1/3) of the Directors for the time being shall retire from office at each AGM. The retiring Directors shall be eligible for re- election. The Constitution of the Company also stipulates that all Directors shall retire at least once every three (3) years. CORPORATE GOVERNANCE STATEMENT (cont’d) 176

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