A. BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) 7. Annual Evaluation (cont’d) 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 related to: r UIF #PBSE TUSVDUVSF r UIF #PBSE PQFSBUJPOT r UIF SPMFT BOE SFTQPOTJCJMJUJFT PG (i) the Board; (ii) the Chairman; and (iii) the Board Committees. r &MFNFOUT PG &4( The Directors’ peer evaluation assesses their abilities and competencies, calibre and personality, technical knowledge, objectivity, level of participation at Board and Board Committees’ meetings and 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 satisfied 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 the Directors standing for re-election at the forthcoming AGM of the Company to the Board for endorsement. 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 Dato’ Dr Norraesah Binti Haji Mohamad and Datuk Mohd Jimmy Wong Bin Abdullah. The NC had also conducted the fit and proper assessment on the Directors who are subject to re-election at the forthcoming AGM and was satisfied with the outcome of the assessments. III. Remuneration The objectives of the Directors and Senior Management’s Remuneration Policy and Terms of Reference of the RC are to provide fair and competitive remuneration to Directors and Senior Management in order for the Group to attract and retain Directors and Senior Management of the calibre required to run the Group successfully. The responsibility for developing the Directors and Senior Management’s Remuneration Policy, determining the remuneration packages of Directors, Group Managing Director and Senior Management, lies with the RC. Nevertheless, it is ultimately the responsibility of the Board to determine the remuneration of Directors and Senior Management. Based on the Directors and Senior Management’s Remuneration Policy, the remuneration packages for the Executive Directors comprises a fixed component (i.e. salary, allowance and etc.) and a variable component (i.e. bonus, benefit-in kind and etc.). The variable component is determined by the Group’s overall financial performance each financial year and is designed to support the Group’s strategy and provides a balance between motivating and challenging the Board to deliver e business priorities and strong performance while also driving the long-term sustainable success of the Group. CORPORATE GOVERNANCE STATEMENT (cont’d) 128
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