ANNUAL REPORT 2021 123 GOVERNANCE CORPORATE GOVERNANCE STATEMENT (CONT’D) A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) 7. Annual Evaluation (cont’d) The NC had reviewed the revision made to the Evaluation Forms of the Board and Board Committees in which the elements of ESG were duly incorporated to assess the Board performance in addressing the Company’s material sustainability risks and opportunities. On 25 February 2022, the NC assessed the effectiveness of the Board, its Committees and the contribution of each Director by identifying the strengths and weaknesses of the Board. The assessment criteria used in the assessment of Board and individual Directors includes mix of skills, knowledge, Board diversity, size and experience of the Board, core competencies and contribution of each Director. The Board Committees were assessed based on their roles and responsibilities, scope and knowledge, frequency and length of meetings, supply of sufficient and timely information to the Board and also overall effectiveness and efficiency in discharging their function. The Board evaluation comprises performance evaluation of the Board and various Board Committees, Directors’ peer evaluation and assessment of the independence of the Independent Directors. The assessment is based on four (4) main areas relating to:- z the Board structure; z the Board operations; and z the roles and responsibilities of:- (i) the Board (ii) the Chairman; and (iii) the Board Committees z Elements of ESG For Directors’ peer evaluation, the assessment criteria include abilities and competencies, calibre and personality, technical knowledge, objectivity and the level of participation at Board and Board Committees’ meetings including his/ her contribution to the Board processes. Any appointment of a new Director to the Board or Board Committee is recommended by the NC for consideration and approval by the Board. In accordance with the Constitution of the Company, one-third (1/3) of the Directors for the time being shall retire from office at each AGM. A retiring director shall be eligible for reelection. The existing Constitution of the Company also provides that all Directors shall retire at least once every three (3) years. During the year, the Board conducted an internally facilitated Board assessment. The results and recommendations from the evaluation of the Board and Board Committees are reported to the Board for full consideration and action. The Board was comfortable with the outcome and that the skills and experience of the current Directors satisfy the requirements of the skills matrix and that the Chairman of the Board possesses the leadership to safeguard the stakeholders’ interest and ensure the development of the Group. The NC also considered the results of the evaluation when considering the re-election of Directors and recommended to the Board for endorsement of the Directors standing for re-election at the forthcoming AGM of the Company. The Directors standing for retirement by rotation pursuant to Clause 94 of the Constitution of the Company and subject to re-election at the forthcoming AGM are Wong Thean Soon and Wong Kok Chau. Dato’ Mohd Jeffrey Bin Joakim and Mohaini Binti Mohd Yusof, who were appointed on 9 July 2021 will also subject for retirement pursuant to Clause 101 of the Constitution of the Company and re-election at the forthcoming AGM.
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