CORPORATE GOVERNANCE OVERVIEW STATEMENT Nomination and Appointment of Directors The Board has put in place adequate and effective selection processes and procedures for the recruitment or appointment of new Directors and members of the Board Committees. In sourcing for new Board members, candidates are identified through a mixture of recommendations made by existing Board members and major shareholder, desktop searches and independent executive searches. In assessing and making recommendations to the Board on the candidacy of Directors or appointment of Directors to Board Committees, the NRC considers the candidates’ competencies, time commitment, contribution and performance, skills, knowledge, expertise and experience, professionalism, background, character and integrity and leadership qualities. The NRC also takes into consideration the size and composition of the Board as well as be guided by the MCCG and comply with the Listing Requirements. For the position of Independent Non-Executive Directors, the NRC also evaluates the candidates’ ability to discharge such responsibilities/ functions as expected from an Independent Non-Executive Director. After due assessment and shortlisting, with the consent from identified candidate, a reputable third-party agency will conduct a thorough background screening process to verify their credibility. On 26 May 2022, the Board has approved the Fit & Proper Policy to ensure formal, rigorous and transparent process for the appointment and re-election of Directors. The process of appointment of new Directors are as follows:- Identification of Competencies/ Skills Selection of Candidates NRC’s Assessment and Deliberation Interaction Session with Candidates Recommendation for Board’s Approval Once appointed, the new Board member would undergo a Board Induction Programme where they would be briefed in detailed on the following:- Governance Structure and Governance of the Company Financial Perspective Group Strategy Human Resources Matters of the Group Businesses of the Group Risk, Integrity & Compliance Operational Excellence & HSSE Legal Updates of the Company CORPORATE GOVERNANCE OVERVIEW STATEMENT Additionally, the NRC has also recommended for all Directors of the Company to attend at least one external briefing on Section 17A, Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”) as part of Directors’ training and development. For the year under review, En. Mohd Asrul Ab Rahim was appointed as Board member on 21 January 2022. He was nominated by the major shareholder. En. Mohd Asrul has attended the Board Induction Programme on 3 & 4 March 2022 and an external briefing on Section 17A, MACC Act 2009. Directors’ Continuing Education Programmes Recognising that continuous education is vital to gain insight into the state of economy, technological advances, regulatory updates and management strategies for Directors to discharge their responsibilities effectively, a specific budget has been allocated for Directors’ training. The Board’s training needs are assessed and identified through the Board Evaluation Assessment. In addition to individual Director’s recommendations on appropriate trainings that will enhance their effectiveness, the Board is also regularly updated on the availability of external training courses for their consideration by the Company Secretary and the Edgenta Academy team. Additionally, since the effective of the corporate liability provision of the MACC Act 2009, the NRC has recommended for all Directors of the Company to attend at least one external briefing on Section 17A, MACC Act 2009 as part of Directors’ training and development. Therefore, the Company Secretary is constantly monitoring to ensure the recommendation of NRC was met when there are new Directors appointed to the Board. During the year under review, the Directors have attended various seminars and training programmes to gain insights into the latest regulatory and industry developments in relation to the Group’s businesses. Besides formal training programmes, the Board is also kept abreast on regulatory updates from the Bursa Malaysia Berhad, Securities Commission Malaysia and the Companies Commission of Malaysia by the Company Secretary. In line with Management’s strategy to focus on Environmental, Social and Governance (“ESG”), the Board has also been updating their ESG competencies by attending courses in relation with ESG. Pn. Rowina Ghazali Seth is currently attending the ESG Competent Boards Certificate and Designation Programme. This programme syllabus contains 12 strategic ESG session topics. Upon graduating, Pn. Rowina Ghazali Seth will attain the Global ESG Competent Boards Certificate and Designation (GCB.D). Meanwhile, Ms. Jenifer Thien has been granted GCB.D in March 2022. At the 2022 Pre-Board Convergence held on 6 October 2022, the Management focused the discussion around ESG and sustainability, and also invited speakers to share on ESG topics. Board Training Hours Training Hours Based on Categories Technology 6.5 hours Governance/ Compliance 137.5 hours ESG 179.5 hours Market Trends 72.5 hours Business Sustainability 169 hours Risk Management 7 hours Finance 50.5 hours Leadership/ Human Capital 36 hours p.226 p.227 UEM EDGENTA BERHAD INTEGRATED ANNUAL REPORT 2022 1 2 3 4 5 6 7 8 9 GOVERNANCE
RkJQdWJsaXNoZXIy NDgzMzc=