CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board Committees The Committees for Audit and Risk, Remuneration and Nominations, Investment and Sustainability initiatives were established with delegated and clearly defined powers. The terms of reference for the Committees are reviewed annually. The Chairman is not a member of any Board Committees. During the year, the terms of reference for all the Committees were reviewed and the Board was satisfied they remain fit for purpose. Each Committee’s terms of reference can be found at www.alaqar.com.my. Board Evaluation The Board conducts an annual Board Effectiveness Evaluation (BEE) on individual Directors’s performance and the senior management team. This is to reinforce the Board’s commitment towards the highest level of performance by their directors when fulfilling their responsibilities to stakeholders, and the continuous strive for excellence in governance. The BEE Report was tabled at the BNRC meeting on 22 November 2023. Summary of the report can be found on page 116 to 117. Competencies and Skill Set Members of the Board and the Senior Management are expected to possess the relevant knowledge, skills, competencies, functional and management experience, characteristics and mind-set to contribute effectively to the Board, as specified in the Fit and Proper Policy of the Company. Guidelines for the skill set of the Directors is summarised as below: The Fit and Proper Assessment The Board, through the BNRC, assessed competencies of the Directors, in accordance with the REIT Manager’s Fit and Proper Policy on Key Responsible Persons as well as Declaration by Independent Directors on an annual basis. Managing Conflict of Interest The REIT Manager’s policy requires that directors, officers and employees avoid any conflict between their own interests and the interests of the Group in dealing with suppliers, customers and other third parties, and in the conduct of their personal affairs, including transactions in securities of DRMSB, any affiliated or any non-affiliated organisation. PRINCIPLE A: BOARD LEADERSHIP & EFFECTIVENESS (CONT’D) AREAS COMPETENCIES Knowledge and Understanding of the Business/ Industrial Strategies • Experience in planning and developing corporate strategies for growth, assessing business performance, investment and financial decisions • Operates or has relevant industry experience in operating businesses • Competent and skillfull in financial aspects of running a business including the ability to read, analyse and interpret financial statements Corporate Governance, Risk Management and Internal Controls • Working knowledge on duties and responsibilities of the Board, Board Committees and Directors • Hands-on experience in the fields of governance, risks and controls • Ability to understand, interpret and effectively apply legislative and regulatory changes • Knowledge on legal, regulatory and business requirements in other countries/ regions in which the company operates 104 CORPORATE GOVERNANCE 1 2 3 5 6 AL-`AQAR HEALTHCARE REIT ANNUAL REPORT 2023
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