S E C T I O N 5 C O R P O R A T E G O V E R N A N C E 101 CORPORATE GOVERNANCE STATEMENT PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS In its deliberation and review of the CG Overview Statement, the Board is satisfied that the practices set out in the MCCG as defined in the MCCG, in all material respects, have been applied to achieve the intended outcomes for the financial year under review except for the practices mentioned below: Practice 1.4 : The Chairman of the Board should not be a member of the Audit Committee, Nomination Committee or Remuneration Committee. During the year under review, the Chairman of the Board, Dato’ Haji Mohd Redza Shah bin Abdul Wahid was the Chairman of the Board Remuneration and Nomination Committee (BNRC). The BOD in its meeting dated 2 December 2021 agreed on the appointment of a new Independent Director, Datuk Hashim bin Wahir as Chairman of the BNRC on 24 January 2022. His appointment as the new Independent Director, however, is subject to the Securities Commission’s approval and is expected to be obtained in March 2022. Practice 5.6 : In identifying candidates for appointment of directors, the Board does not solely rely on recommendations from existing board members, management or major shareholders. The Board utilises independent sources to identify suitably qualified candidates. If the selection of candidates was based on recommendations made by existing directors, management or major shareholders, the Nominating Committee should explain why these source(s) suffice and other sources were not used. In the event of a need to appoint new member(s) of the Board, nominations will be tabled and deliberated in the Company's BNRC meeting to assess the qualified candidate with the required core competency to effectively discharge his/her role as a Director of the Company. In practice, upon the need to seek for a candidate for appointment as directors, the BNRC will source for candidates via recommendations from existing Board members or major shareholders. Candidates are selected based on a specified criteria that are relevant to the industry that the Fund is in and also the outcome of the background check/ due diligence carried out on the potential candidates. In scouting for suitably qualified candidates for the Company, high regard and emphasis are placed on the ability of the candidate, who shall have the relevant skills and knowledge pertaining to the industry. Before being appointed as a director, the Board, via the BNRC, assesses each potential candidate regardless of the source of the recommendation, based on among others, the candidate’s integrity, independence, diversity in terms of age, gender, cultural background and experience, leadership and ability to exercise sound judgement. The BNRC will then recommend their findings for consideration and approval by the Board. The power to appoint the director(s) nominated is vested wholly on the Board. Moving forward, the Board will, nonetheless, consider sourcing out the task of scouting qualified & expert candidates to become potential directors of the company to renowned job hunting firm. Practice 5.9 : The board comprises at least 30% women directors. The Board of Directors consist of all male directors. Previously, the Board had two female directors. However, both of them had retired in 2020. The Board is continuously scouting for at least one woman director to sit on board in 2022, taking into account diverse perspectives and insights based on the candidate’s integrity, independence, diversity in terms of age, gender, cultural background and experience, leadership and ability to exercise sound judgement. Target date for full implementation: June 2023
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