Chemical Company of Malaysia Berhad Annual Report 2019

The Board has formalised a Board Charter which serves as an authoritative document that governs the conduct of the Board, Board Committees and individual Directors. The Board Charter sets out the roles, responsibilities and authority of the Board. On an annual basis, the Board undertakes a review of the Board Charter and Terms of Reference of Board Committees to ensure that they remain contemporaneous vis-à-vis latest regulatory developments, stakeholders’ expectations and corporate governance best practices. During the year, the Board and Board Committees have met regularly to deliberate on matters under their purview. Directors have devoted sufficient time to prepare, attend and actively participate during the Board and/or Board Committees meetings. The overarching agenda for the Board during the year was overseeing and supporting Senior Management on the execution of the strategic plan and ensuring that the change in the composition of the board was implemented with no disruption to business. Accordingly, the Board has deliberated on pertinent issues including the Company’s annual business plan, annual budget, significant business arrangements, capacity expansion, operational efficiencies, enhanced R&D, financial results as well as key performance indicators. Meeting attendance of individual Directors during the year is outlined below. Directors Board ACC NRC RMC FIC Executive Director Nik Fazila binti Nik Mohamed Shihabuddin 6/6 Non-Independent Non-Executive Directors Dato’ Idris bin Kechot 1 3/3 1/1 Amizar binti Mizuar 2 6/6 2/2 3/3 6/6 Zainal Abidin bin Jamal 3 1/1 1/1 Datin Paduka Kartini binti Haji Abdul Manaf 4 4/4 3/3 3/3 4/4 Dato’ Azmi bin Mohd Ali 5 5/5 4/4 5/5 Independent Non-Executive Directors Dato’ Wan Mohd Fadzmi bin Che Wan Othman Fadzilah 6 6/6 5/5 2/2 4/4 Datuk Anuar bin Ahmad 7 2/2 2/2 2/2 Raja Azura binti Raja Mahayuddin 8 2/2 1/1 2/2 Hasman Yusri bin Yusoff 9 1/1 1/1 1/1 Dr. Leong Yuen Yoong 10 1/1 1/1 1/1 Dato’ Seri Ir. Dr. Zaini bin Ujang 11 5/6 5/5 5/5 6/6 Khalid bin Sufat 12 5/5 4/4 4/4 Dr. Leong Chik Weng 13 4/4 3/3 4/4  Chairman     Member Notes: 1 Appointed as Non-Independent Non-Executive Chairman on 18 March 2019. Appointed as FIC Chairman on 28 May 2019 and resigned as FIC Chairman on 13 September 2019. 2 Appointed as NRC member on 28 May 2019 and concurrently, resigned as RMC member on even date. 3 Appointed as Non-Independent Non-Executive Director and RMC Member on 20 September 2019 and subsequently re-designated as RMC Chairman on 8 October 2019. 4 Retired as Non-Independent Non-Executive Director, ACC member, NRC member and FIC member on 28 May 2019. 5 Resigned as Non-Independent Non-Executive Director, RMC Chairman and FIC Member on 8 October 2019. 6 Appointed as NRC member on 28 May 2019 and subsequently as NRC Chairman on 11 October 2019. Resigned as RMC member on 18 September 2019. 7 Appointed as Independent Non-Executive Director, FIC member and RMC member on 14 June 2019. Subsequently re-designated as FIC Chairman on 13 September 2019. | Corporate Governance Overview Statement | 70 CHEMICAL COMPANY OF MALAYSIA BERHAD