A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition 1. Composition and Diversity The Directors are of the opinion that the current Board size and composition are adequate and appropriate 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 their diverse backgrounds and competencies. These 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,four (4) Independent Non-Executive Directors, and one (1) Non-Independent Non-Executive Director. The majority of the Board comprises Independent Directors, which ensures that they can exercise independent judgment on the affairs of the Group. All Directors of the Company hold no more than five (5) directorships in public listed companies under Paragraph 15.06(1) of the MMLR of Bursa Securities. The Board of Directors’ profile can be found from page 29 to page 35 of this Annual Report. 2. Independency of Independent Directors For Independent Directors who have exceeded a cumulative term of nine (9) years, the Board would justify and seeks 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 annually to ensure on-going compliance with this requirement. The NC is satisfied that the Independent Directors are independent of Management and free from any business or other relationships that could interfere with the exercise of independent judgement, objectivity and the ability to act in the best interest of the Group. 3. Appointment of Board and Senior Management The Board comprises individuals with extensive complementary knowledge and competencies, as well as expertise to make active, informed and positive contribution to the Management of the Group in terms of the business’ strategic direction and development. The appointment of the Board and its Senior Management are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. The NC assesses the suitability of the candidates before formally considering and recommending them for appointment to the Board. The NC considers and evaluates the candidates’ required skills, knowledge, expertise, competence, experience, characteristics, professionalism in proposing uts recommendation. For appointment of Independent Directors, considerations will also be given to whether the candidates meet the requirements for independence as defined in MMLR of Bursa Securities and time commitment expected from them to attend to matters of the Company in general, including attending meetings of the Board, Board Committees, EGM, and AGM. CORPORATE GOVERNANCE STATEMENT (cont’d) 126
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