REAPPOINTMENT AND RE-ELECTION OF DIRECTORS In accordance with the Company’s Constitution, 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 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 closure of the general meeting at which he retires. In accordance with MSM Board Nomination and Election Policy and Procedures, NRC is responsible to assess the retiring Directors for re-election via the Board Assessment for the preceding financial year. For the purpose of determining the eligibility of the Directors to stand for re-election at the 11th AGM, the NRC has conducted an assessment on each of the retiring Directors in line with Practice 5.1 of the MCCG 2021. Apart from the quantitative analysis of the Director’s performance, the NRC also considered the other elements, among others, the following: a. The Individual Director assessment as part of the Board Effectiveness Assessment 2021 (BEA 2021) carried out internally which focuses more on soft governance aspects of the Director (individual contribution, communication with members, their decision making and traits); and b. Special skills and knowledge an individual Director brings to the organisation. Based on the Individual Director assessment results of the BEA 2021 and the Directors’ contribution to the Board, the NRC concluded that each of the Director has met the performance criteria required for an effective and high performance Board and has the ability to continuously discharging their duties diligently as Directors of the Company. The Independent Non-Executive Directors concerned have also provided their annual declaration/confirmation of independence in January 2022. As evaluated and recommended by NRC, the Board approved that the following Directors are eligible to stand for re-election at the forthcoming 11th AGM: Director Designation Provision Dato’ Muthanna Abdullah Independent Non-Executive Director Re-election pursuant to Clause 99 Choy Khai Choon Independent Non-Executive Director Re-election pursuant to Clause 99 Nik Fazila Nik Mohamed Shihabuddin Non-Independent Non-Executive Director Re-election pursuant to Clause 105 Azman Ahmad Non-Independent Non-Executive Director Re-election pursuant to Clause 105 The Directors who retire in accordance with Clause 99 of the Company’s Constitution namely, Dato’ Muthanna Abdullah and Choy Khai Choon are eligible to stand for re-election. Both retiring Directors had abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant Board and Board Committee meetings. SUSTAINABILITY JOURNEY HOWWE ARE GOVERNED FINANCIAL STATEMENTS ADDITIONAL INFORMATION 241
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