GOVERNANCE PRINCIPAL A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION The composition of the Board reflects the requirements of the MCCG and the MMLR of Bursa Securities, with a majority of Independent Directors. The Board acknowledges the importance of diversity in enabling a range of perspectives to be considered and facilitates the making of informed decisions and the stewardship of MYEG. The Board also recognises the need to evolve strategically as a dynamic Board in accordance with the strategic direction of the Company. Hence, the Board is actively reviewing its composition to ensure a right balance of independence and diversity to effectively discharge its collective responsibilities and to implement the necessary succession plans. The Board recognises the benefits of having a diverse Board with a mix of age, ethnicity, gender, and cultural and geographical backgrounds, providing a competitive advantage by leveraging different perspectives, experience, and expertise required to achieve effective stewardship and management. In evaluating the suitability of individual Board members, the Nomination Committee (“NC”) considers several factors such as skills, knowledge, expertise, experience, professionalism and time commitment to effectively discharge his/her roles as a Director, contributions, background, character, integrity and competence. In the case of candidates for the position of Independent Non-Executive Directors, the NC will evaluate the candidates’ ability to discharge their responsibilities and bring in their independent judgement, to provide constructive challenge, strategic guidance, offer specialist advice, and impartiality. The tenure of each Director will also be reviewed by the NC and annual re-election of a director will be contingent on satisfactory evaluation of the Director’s performance and contribution to the Board. The Board evaluates each individual in the context of the Board as a whole. The ultimate objective is to recommend a team which can best perpetuate the success of the Group’s businesses and represent shareholders’ interests through the exercise of sound judgement. The Board has no specific policy on setting targets on female candidates to be appointed to the Board. During the year, the total number of female Directors is two (2), representing an approximately 30% of women representation on the board. The Board believes that its current composition possesses necessary knowledge, experience, diverse range of skills, and competence to discharge their duties and responsibilities effectively. Moving forward, the Board, being in line with the national target of having 30% women on the boards of listed issuers, will maintain a register of potential directors which includes high-calibre female candidates to be appointed when the need arises. The Non-Executive Directors are free from management obligations and any relationships that could materially interfere with the exercise of their independent judgement. This provides an effective check and balance in the functioning of the Board where all matters are reviewed with balance and fairness, to ensure the needs and interests of the Company are met. III. REMUNERATION The Board has put in place a Directors and Senior Management’s Remuneration Policy, which is clear, transparent, and designed to support and drive business strategy and long-term objectives of the Group. In this regard, the Remuneration Committee (“RC”) is responsible for formulating and reviewing the remuneration policies for the Directors of the Group to ensure that it remains competitive, appropriate, and in line with the prevailing market practices. The RC considers various factors, such as market benchmarks, company performance, individual performance, and other relevant criteria to make fair and informed remuneration decisions. The Board carries out a remuneration review for all its employees, including Senior Management, to ensure that the Group continues to retain and attract the right talent in the industry. The proposed salary structure, which is duly considered by the RC, is brought to the Board for approval and implementation. For further details on how the Board operates effectively and discharges its collective responsibility for the long-term sustainable success of the Group, please refer to the Corporate Governance Statement set out from pages 116 to 132 of this Annual Report. CORPORATE GOVERNANCE OVERVIEW (cont’d) 113
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