Chemical Company of Malaysia Berhad Annual Report 2019

8 Appointed as Independent Non-Executive Director and NRC member on 21 June 2019. Subsequently appointed as ACC member on 1 September 2019. 9 Appointed as Independent Non-Executive Director, ACC member and FIC member on 13 September 2019. Subsequently re-designated as ACC Chairman on 11 October 2019. 10 Appointed as Independent Non-Executive Director, RMC member and FIC member on 18 September 2019. 11 Resigned as Independent Non-Executive Director, ACC member, RMC member and FIC member on 1 January 2020. 12 Resigned as Senior Independent Non-Executive Director, ACC Chairman and NRC Chairman on 11 October 2019. 13 Retired as Independent Non-Executive Director, NRC member and FIC Chairman on 28 May 2019. There is a clear separation of roles between the Chairman of the Board and the Group Managing Director to bring about an effective check and balance mechanism. The Group Managing Director as the “Chief of Management” is responsible for the day-to-day business and activities of the Group and implements the strategies, policies and decisions approved by the Board. The Board has also appointed a Senior Independent Director who chairs the NRC and serves as a sounding board to the Chairman and an intermediary for other Directors when necessary. In performing their duties, the Board is supported by a suitably qualified and competent Company Secretary. The Company Secretary acts as a corporate governance counsel and provides the Board with periodic updates on the latest regulatory developments and facilitate the implementation of pertinent corporate governance enumerations. The Company Secretary assists in the agenda setting and disseminates complete and accurate meeting materials to Directors in a timely manner in order to facilitate informed and rigorous Board or Board Committee discussions. As the Board is the pivot of good governance culture, it continuously strives to set the “tone at the top” and cascade ethical values and standards across every level of the Group. As such, the Board has approved a Code of Conduct to govern employees in their day-to-day professional conduct and decision-making process. As part of a far-reaching effort to promote ethical conduct, a Whistleblowing Policy has also been put in place to allow employees and other stakeholders to raise legitimate concerns without fear of retaliatory actions. The Board has also reviewed and made changes to the relevant policies relating to anti-bribery and corruption matters in anticipation of the implementation of Section 17A of the Malaysian Anti-Corruption Commission Act 2009. Board composition It is especially imperative for the Board to have an appropriate mix of skills, qualifications and experience that can support the Company’s leadership in driving the long-term vision for the Group. The Board, through the NRC, periodically reviews its composition to dovetail with the strategic trajectory of the Company. The combined skills and expertise of Directors provide a breadth and depth of diverse perspectives that can refine the decision making of the Board in pertinent areas. Appointments to the Board are made via a formal, rigorous and transparent process. In assessing and recommending candidates for directorships, the NRC is guided by the Group’s Board Selection and Nomination Procedure which outlines the skills, experience and attributes required in a candidate. The NRC has, in the past, engaged independent search firms and consultants in order to diversify its sourcing for potential Directors. CCM has a long-standing history of constituting a diverse Board to ensure that the mix and profiles of the Board members in terms of age, ethnicity and gender, provide the necessary range of perspectives, experience and expertise required to achieve effective stewardship and management. This has been codified in the Board - capital B Selection and Nomination Procedure. The Board has also stipulated that at least 30% of its Board members comprise women directors at any one time. In this regard, for financial year ended 31 December 2019, the women composition on the Board is 40%. The Company has also met the requirement of having at least 50% independent directors on its Board. As at 31 December 2019, the composition of the independent non-executive directors on the Board is six (6) out of ten (10). BUSINESS OVERVIEW FINANCIAL STATEMENTS OTHER INFORMATION GOVERNANCE 71 ANNUAL REPORT 2019