129 ANNUAL REPORT 2022 BOARD NOMINATION AND REMUNERATION COMMITTEE REPORT a) Assess the qualifications, background knowledge, and experience necessary to sit on the Board of Directors, defining, accordingly, the duties and qualifications required of the candidates to fill each vacancy, according to the Fit and Proper Policy of the Company. The Fit and Proper Policy was approved by the Board of Directors, in the session held on 1 December 2022, following the recommendation from the BNRC. It is available through the corporate web page of the Company. b) Consider possible candidates to fill vacancies for the position of director, provided that the BNRC may as well independently search for and consider alternative candidates for such position. Such Directors are, for the avoidance of doubt, to be appointed upon a decision of the Shareholder of the REIT Manager. c) Examine or organize, in the manner it deems appropriate, the succession of the Chairman and CEO and, if appropriate, make proposals to the Board of Directors for such succession to take place in an orderly and well-planned manner. d) Ensure that due diligence is carried out on the candidate for directorship and CEO to ensure compliance with the regulatory requirements set by the Authorities. e) Ensure compliance with BM’s requirement towards one female presence on the Board by the end of the financial year 2022, and 30% female participation by the year 2027. With Respect to Induction and Training The Committee shall ensure that all new directors undertake an appropriate on-boarding Directors Programme and the Mandatory Accreditation Programme (Bursa Malaysia) to ensure that they are fully informed about strategic and commercial issues affecting the Company and the markets in which it operates as well as their duties and responsibilities as a director, and consider any training requirements for the Board as a whole. With Respect to Conflicts of Interest The Committee shall: a) Before the appointment of a director, require the proposed appointee to disclose any other business interests that may result in a conflict of interest and to report any future business interests that could result in a conflict of interest; b) Consider and, if appropriate, authorize situational conflicts of interest of directors and potential directors; With Respect to the Board Evaluation The Committee shall: a) Assist the Chairman of the Board with the implementation of an annual evaluation process. b) Review the results of the Board performance evaluation process that relate to the composition of the Board; MATTERS DISCUSSED BY THE BNRC IN THE FYE 2022 In 2022, the BNRC, in the performance of its duties in accordance with the scope of responsibilities specified in the BNRC Charter as approved by the Board of Directors, convened its 2 meetings to consider the significant matters and report the results to the Board of Directors that can be summarized as follows: a) Consideration and selection of candidates as new directors by taking into account their knowledge, ability, experience, transparency, morality, responsibility, maturity, and professionalism. It also took into account the Board Diversity and set a Board Skills Matrix to determine the qualifications of the directors to be nominated based on the necessary skills, appropriate qualifications, and are consistent with the composition and Board’s structure according to the company’s business strategy. b) Consideration and determination of remuneration for the CEO by taking into account the appropriateness of duties and responsibilities of the directors, together with the company’s operational results, compared with that of companies in the same industry and on a similar scale. c) Consideration and review of the BNRC’s Charter to ensure that the format and topic are in the same direction and in line with the MCCG 2021.
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