GOVERNANCE A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) 4. Gender Diversity The Board acknowledges the importance of promoting gender diversity within its composition and endeavours to increase female participation in the Board and Senior Management. However, the Board has decided not to set any specific targets, as the Board believes that having the right mix and skills for such positions is more crucial. The Board has no specific policy on setting targets for female candidates to be appointed to the Board. With the current composition of two (2) female Directors which an approximately 30% of women representation on the board, the Board is in the opinion that its members have the necessary knowledge, experience, diverse range of skills and competence to discharge their duties and responsibilities effectively. The NC will however continue to take steps to ensure suitable female candidates are sought as part of its recruitment exercise. 5. Identifying Suitable Candidates The full Board will deliberate any proposed appointment of a new member based on the qualifications and experience of the proposed director. The NC will assess the suitability of potential candidates for appointment to the Board based on an internal policy that outlines the criteria and skill sets required for Board members. In identifying suitable candidates for the appointment of Director, the Board may engage independent search firms if needed. 6. Chairman of the NC Mohaini Binti Mohd Yusof, an Independent Non-Executive Director, leads the NC in succession planning and appointment of Board members and Senior Management. The NC conducts and annual review of board effectiveness and skill assessments, which provide relevant information on the Group’s needs and allow the NC to source suitable candidates when the need arises. 7. Annual Evaluation The NC is responsible for evaluating the performance and effectiveness of the entire Board, Board Committees and individual Directors on a yearly basis. Led by the NC’s Chairman and supported by the Company Secretary, the evaluation process uses questionnaires. The NC reviews the evaluation results and recommends areas for continuous improvement and also for them to form the basis of recommending relevant Directors for re-election at the AGM. The NC 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’s performance in addressing the Company’s material sustainability risks and opportunities. On 27 February 2023, the NC assessed the effectiveness of the Board, Board Committees and the contribution of each Director by identifying the strengths and weaknesses. The assessment criteria used in the assessment of Board and individual Directors includes a mix of skills, knowledge, diversity, size and experience of the Board, core competencies, and contribution of each Director. The Board Committees were evaluated 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. CORPORATE GOVERNANCE STATEMENT (cont’d) 127
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