MSM Malaysia Holdings Berhad Annual Report 2020

RE-APPOINTMENT AND RE-ELECTION OF DIRECTORS In accordance with the Constitution of the Company, the newly appointed Directors during the year must offer themselves for re-election at the first Annual General Meeting (“AGM”) following their appointment and one-third of the Directors for the time being shall retire from office at least once in every three (3) years and shall then be eligible for re-election. The Directors to retire in every year shall be those who, being subject to retirement by rotation, have been longest in office since their last election or appointment. A retiring Director shall retain office until the close of the general meeting at which he retires. The performance of those Directors who are subject to re-appointment and re-election of Directors at the AGM are assessed by NRC whereupon recommendations are submitted to the Board for decision on the tabling of the proposed re-election of the Director concerned for Shareholders’ approval at the next AGM. As evaluated by NRC and recommended by the Board, the following are to be re-elected at the forthcoming 10 th AGM: Director Designation Provision a) Dato’ Haris Fadzilah Hassan Non-Independent Non-Executive Director Re-election pursuant to Clause 99 b) Datuk LimThean Shiang Independent Non-Executive Director Re-election pursuant to Clause 99 c) Dato’ Amir Hamdan Hj Yusof Non Independent Non-Executive Director Re-election pursuant to Clause 105 The election of each director will be conducted separately. The Directors who are standing for re-election have met the Board’s expectations, have continued to perform in an exemplary manner and have contributed to the Board’s deliberations. To assist Shareholders in making their decisions in the re-election of Directors, sufficient information such as personal profiles, attendance at Board and Board Committee meetings and the shareholdings in the Company of the Directors standing for re-election are furnished in this Annual Report. Apart from the evaluation carried out on the Directors above who are standing for re-election at the forthcoming AGM, NRC also has carried out evaluation process for two (2) Independent Directors, namely Datuk Lim Thean Shiang (“Datuk Lim”) and Dato’ Rosini Abd Samad (“Dato’ Rosini”), who are approaching the expiration of the three (3) years tenure as Independent Directors of which the re-appointment is the Board reserve matters in accordance with the provision of Clause 108 of MSM Constitution. Based on the evaluation result, the Board has agreed to re-appoint both Datuk Lim and Dato’ Rosini who have not exceeded the maximum cumulative of nine (9) years since their appointment dates, in accordance with the provisions under the MSM Constitution, Board Nomination and Re-election Policy and Board Charter. BOARD EFFECTIVENES ASSESSMENT CG Board Asia Pacific Sdn Bhd (“CG Board”) was engaged in May 2020 as the Independent Facilitator to facilitate the Board effectiveness assessment process for year assessment 2019/2020 (“BEA 2019/2020”) in line with Practice 5.1 of the MCCG 2017. This is the second external Board effectiveness assessment done and it is in line with good Board governance practices. The scope of the BEA 2019/2020 was extensive and covered the core drivers or 10 domains influencing the effective functioning of the Board, the Board Committees and the performance of the individual directors. It also covered the organisational performance as part of the Board’s role to drive long term sustainable value. MSM MALAYSIA HOLDINGS BERHAD Annual Repor t 2020 103 SUSTAINABILITY REPORT EFFECTIVE LEADERSHIP CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION DETAILS OF THE ANNUAL GENERAL MEETING