A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (cont’d) 2. Separation of Positions of Chairman and Group Managing Director (cont’d) The Board views that the Chairman of the Board should not be involved in any Board Committees. This is to ensure check and balance as well as objectivity will not be impaired/influenced by the Chairman of the Board who also sits on Board Committee(s). Therefore, our Chairman of the Board is not a member of any of the Board Committees, which is in line with the MCCG. 3. Supply of and Access to Information All Directors have full and unrestricted access to all information pertaining to the Group’s businesses and affairs in a timely manner which enables them to perform their duties effectively. Procedures have been established to ensure that Board and Board Committees papers are disseminated promptly to all Directors and members of the Board Committees in advance of the scheduled meetings. Notices of meetings are sent to each Director at least seven (7) days prior to the meeting date. After each meeting, the Company Secretary drafts the minutes of meeting and circulates them in a timely manner. All matters discussed and resolutions passed at each Board Meeting is recorded in the minutes. Generally, the circulated Board papers would include minutes of the previous meeting, quarterly and annual financial statements, corporate developments, minutes of Board Committees’ meetings, acquisition and disposal proposals, related party transactions and/or recurrent related party transactions, updates from Bursa Securities, list of directors’ circular resolutions passed and reports on the Directors dealings in securities, if any. In addition, Management is often invited to attend Board meetings to provide detailed explanations on agenda items. The external auditors would brief Board members on the financial reporting standards that would affect the Group’s financial statements during the period. As and when necessary, the Board may seek independent professional advice at the Group’s expense, in the furtherance of their duties. Technology is effectively utilised in Board and Board Committees’ meetings. The agenda and meeting materials are sent online to Directors before the hardcopy versions of the same. Where the Directors are in remote areas or overseas, they are encouraged to participate in meetings via audio or video conferencing. 4. Commitment of the Board The Board would meet at least four (4) times a year, at quarterly intervals which are scheduled at the onset of the financial year to help facilitate the Directors in planning their meeting schedule for the year. Additional meetings are convened where necessary to address urgent and important matters that require the attention of the Board. All pertinent issues discussed in Board meetings are properly recorded by the Company Secretary. The Board met five (5) times during the FY2022. Details of attendance are as follows: Directors Number of meetings attended % Dato’ Dr Norraesah Binti Haji Mohamad 5 / 5 100 Wong Thean Soon 5 / 5 100 Datuk Mohd Jimmy Wong Bin Abdullah 5 / 5 100 Wong Kok Chau 5 / 5 100 Dato’ Sri Mohd Mokhtar Bin Mohd Shariff 5 / 5 100 Dato’ Mohd Jeffrey Bin Joakim 5 / 5 100 Mohaini Binti Mohd Yusof 5 / 5 100 The Board is satisfied with the level of time commitment from each Director in fulfilling their roles and responsibilities, as evidenced by their satisfactory attendance record. CORPORATE GOVERNANCE STATEMENT (cont’d) 118
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