EXCEL FORCE MSC BERHAD 27 PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II Board Composition (Cont’d) 5.0 Board decisions are made objectively in the best interests of the Company taking into account diverse perspective and insights. (Cont’d) 5.2 The Board holds the view that the ability of an Independent Director to exercise independence is not a function of his length of service as an Independent Director. The suitability and ability of an Independent Director to carry out his roles and responsibilities effectively are very much a function of his caliber, qualification, experience and personal qualities. 5.3 The Board recognises the importance of independence and objectivity in the decision-making process. The Board is committed to ensure that the independent directors are capable to exercise independent judgment and act in the best interest of the Group. The independent directors of the Company fulfill the criteria of "Independent" as prescribed under MMLR. They act independently of management and are not involved in any other relationship with the Group that may impair their independent judgment and decision making. 5.4 The appointment or re-appointment of Board member, the Board and NC are guided by the Directors’ Fit and Proper Policy in assessing the suitability of candidate before recommending the candidate to the Board fro appointment. The Board will consider the current composition and the tenure of each member. Any recommendation from Nomination Committee for appointment or reappointment will consider carefully with due consideration given to the mix of expertise and experience that may contribute to a more effective Board. The Nomination Committee reviews and assesses the Board composition periodically to ensure that it has balance mixed skills and business experience to contribute to the success of the Group. The assessment is merit based. 5.5 In accordance with the Company's Constitution, all Directors shall retire from office at least once every three (3) years but shall be eligible for re-election. At the forthcoming AGM, Mr Wong Kok Chau, Dato’ Sri Ismail Bin Ahmad and Datuk Wira Farhash Wafa Salvador are retiring pursuant to Clause 105 and 114 of the Company’s Constitution respectively. Mr Wong Kok Chau and Dato’ Sri Ismail Bin Ahmad are standing for re-election pursuant to Clause 105 of the Company’s Constitution and all of them have expressed their willingness to seek re-election at the forthcoming AGM. Datuk Wira Farhash Wafa Salvador is standing for re-election pursuant to Clause 114 of the Company’s Constitution and he has expressed his willingness to seek re-election. Their profiles are set out in Board of Directors’ Profile of this Annual Report. 5.6 The Board is supportive of the recommendation of MCCG and recognises the importance of boardroom diversity to the establishment of workforce gender diversity policy. As of the date this Statement,the Board currently has one (1) female director, the Group is working towards achieving the Country’s aspirational target of achieving 30% representation of women on board. The participation of women in senior management has also been practiced in the Group. 5.7 The Board used a variety of approaches and sources to ensure that it can identify the most suitable candidates. This may include sourcing from a directors' registry and open advertisement or the use of independent search firm. Currently, the appointment of candidates for non-executive director position were sourced from recommendation made by the existing Board member, management or major shareholders. 5.8 During the financial period ended 30 June 2023, eight (8) Board meetings were held. The summary of attendance at the Board meetings held in the financial period ended 30 June 2023 is as follows:- Name of Directors Member Attendance Datuk Wira Farhash Wafa Salvador (Appointed on 9 May 2023) 1/2 Wong Kok Chau 8/8 Eng Shao Hon 8/8 Datuk Mat Noor bin Nawi 8/8 Dato’ Sri Ismail bin Ahmad 8/8 Elisa Tan Mun-E 8/8 Tan Sri Dato’ Dr Muhammad Rais bin Abdul Karim (Resigned on 9 May 2023) 6/6 Gan Teck Ban (Resigned on 1 June 2023) 7/7 Corporate Governance Overview Statement (Cont’d)
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