ANNUAL REPORT 2021 121 GOVERNANCE CORPORATE GOVERNANCE STATEMENT (CONT’D) A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (cont’d) 11. Company Secretary (cont’d) In addition, the Company Secretaries are also accountable to the Board and are responsible for the following: z Advising the Board on its roles and responsibilities. z Advising the Board on matters related to corporate governance and the MMLR of Bursa Securities z Ensuring that Board procedures and applicable rules are observed. z Maintaining records of the Board and ensuring effective management of the Company’s statutory records. z Preparing comprehensive minutes to document Board proceedings and ensuring conclusions are accurately recorded. z Assisting communications between the Board and Management. z Providing full access and services to the Board and carrying out other functions deemed appropriate by the Board from time to time. z Preparing agendas and co-coordinating the preparation of Board papers. II. Board Composition 1. Composition and Diversity The Directors are of the opinion that the current Board size and composition is adequate for facilitating effective decision making given the scope and nature of the Group’s businesses and operations. The Board maintains an appropriate balance of expertise, skills and attributes among the Directors which is reflected in the diversity of backgrounds and competencies of the Directors. Such competencies include finance, accounting, legal, digital and other relevant industry knowledge, entrepreneurial and management experience and familiarity with regulatory requirements and risk management. The Board consists of one (1) Executive Chairman, one (1) Group Managing Director and four (4) Independent Non-Executive Directors, one (1) Non-Independent Non-Executive Director, wherein majority of the Board comprises Independent Directors. The composition of the Board ensures that the Independent Non-Executive Directors will be able to exercise independent judgment on the affairs of the Group. The Board of Directors’ profile can be found on page 32 to page 38 of this Annual Report. 2. Independency of Independent Directors For Independent Directors which exceeds a cumulative term of nine (9) years, the Board would justify and seek annual shareholders’ approval for re-appointment. The Independent Directors play a crucial role in corporate accountability and provide unbiased views and impartiality to the Board’s deliberations and decision-making process. In addition, the Independent Directors ensure that matters and issues brought to the Board are given due consideration, fully discussed and examined, taking into account the interest of all stakeholders. The Board, via the NC assesses each Director’s independence to ensure on-going compliance with this requirement annually. During the year, the NC had assessed and recommended the Board for redesignation of Datuk Mohd Jimmy Wong Bin Abdullah who has exceeded the cumulative term of nine (9) years’ service as Independent NonExecutive Director to Non-Independent Non-Executive Director of the Company. The NC is satisfied that the Independent Director is independent of the Management and free from any business or other relationships which could interfere with the exercise of independent judgement, objectivity and the ability to act in the best interest of the Group.
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