127 ANNUAL REPORT 2022 R E MB UO NA ERRDANT OI OMNI NCAOTMI OMNI TATNE DE REPORT The establishment of the BNRC is mandated for listed issuers under Bursa Malaysia’s Main Market Listing Requirements. The Committee was reconstituted during the financial period ended 31 December 2022 following the change in the Board of Directors’ composition and amendments in the MCCG 2021, which specifies that the Chairman of the board should not be a member of the Audit Committee, Nomination Committee or Remuneration Committee. The terms of reference can be found under Investor Relations section on the Company’s website at www.alsalamreit.com.my. The MCCG 2021 indicates that the Board may establish and delegate part of its powers to one or more other committees, in order to conduct certain tasks and functions expressly delegated to such committees. The committees will examine specific topics chosen by the Board of Directors and report on them to the Board of Directors. Decision-making remains the collective responsibility of the Board of Directors and the committee may only make suggestions to the Board of Directors. The main purpose of the BNRC is to assist the Board of Directors, in carrying out its duties and responsibilities in fulfilling its responsibility for oversight with respect to board composition and performance, directors’ performance and remuneration structure that drives behaviour within the company. COMPOSITION OF THE BNRC In accordance with the MCCG 2021, the BNRC is composed of a minimum of three, a majority of whom must be Independent Directors. The Committee shall appoint a Chairman amongst its members who is an Independent Director. The Members of the BNRC consist of the following Directors:- Members Designation Date of Appointment Datuk Hashim bin Wahir (Chairman) Independent Non-Executive Director 24 January 2022 Dato' Wan Kamaruzaman bin Wan Ahmad (Member) Independent Non-Executive Director 25 August 2020 Abdullah bin Abu Samah (Member) Independent Non-Executive Director 10 March 2021 Secretaries 1. Nuraliza binti Abd Rahman 2. Rohaya binti Jaafar MEETINGS HELD DURING FY 20022 The BNRC, in accordance with its regulations, meet whenever it is convened by the Board of Directors, the Committee itself, or by its Chairman. The Committee shall meet at least two (2) times per annum and at such other times as it sees fit. During the FYE 2022 the Committee met three times. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the CEO, the Group Human Resources Vice President, the Head of Corporate Services (Human Resources), and external advisers may be invited to attend for all or part of any meeting, as and when appropriate and necessary.
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