Datasonic Group Berhad Annual Report 2020

DATASONIC GROUP BERHAD I ANNUAL REPORT 2020 (Registration No. 200801008472 (809759-X)) 60 PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) II. BOARD COMPOSITION (Cont’d) Appointment of Board and Senior Management (Cont’d) In December 2019, the NRC assessed the suitability of the candidate, Dato’ Haji Razali bin Mohd Yusof for the appointment as a Director and Deputy President of the Company. The NRC was guided by the the criteria for membership of the Board as stipulated in the Board Charter and opined that the candidate recommended by the management has appropriate understanding of the conduct of the Group’s business, commitment, high ethical standards and sound practical sense to enable him to discharge his duties and responsibilities effectively. In January 2020, the NRC also evaluated the performance of Dato’ Haji Razali bin Mohd Yusof and satisfied with his performance. The NRC recommended to the Board for approval, the appointment of Dato’ Haji Razali bin Mohd Yusof as Managing Director with effect from 1 February 2020. On 5 February 2020, the NRC assessed the fit and proper criteria of the candidates, Dato’ Sri Sharifuddin bin Ab Ghani, Dato’ Ibrahim bin Abdullah and Cik Noor Suhaila binti Saad for appointment as Independent Non- Executive Directors of the Company and Encik Handrianov Putra bin Abu Hanifah for appointment as Executive Director of the Company. All the candidates were recommended by the management. The NRC was guided by the the criteria for membership of the Board as stipulated in the Board Charter and opined that the candidates have appropriate skill, knowledge, experience that relevant to the Group’s businesses, high ethical standards and sound practical sense to enable them to discharge their duties and responsibilities effectively. For the position of Independent Non-Executive Directors, the NRC also assessed the independence and ability of the candidates to discharge such responsibilities as are expected from Independent Non-Executive Directors. During the year under review, the Board did not utilise any independent sources to identify suitably qualified candidates for Board appointment. Board Assessment In April 2020, the Company Secretary internally facilitated the NRC in carrying out the annual evaluation of the effectiveness of the Board, Board Committees and individual Directors. In June 2020, the NRC reviewed and deliberated the results of the evaluation exercise and comments given by the Board members on the areas for continuous improvement. The NRC Chairman reported the final results of the evaluation exercise as favourable at the Board meeting. Directors’ Retirement and Re-election In June 2020, the NRC assessed the performance and time commitment of those Directors who are due to retire and eligible to stand for re-election at the forthcoming Twelfth AGM, taking into consideration the results of the evaluation on the effectiveness of the Board, Board Committees and Directors’ self-assessment; time commitments in discharging their roles and responsibilities, including attendance at Board or Board Committees meetings, briefings and site visitations; participation in continuing training programmes, contribution to the Board through their skills, knowledge, expertise and experience; and directorships in other public listed companies, public companies and corporations. The NRC is satisfied with the performance of the Directors, namely, General Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd) and Dato’ Wan Ibrahim Bin Wan Ahmad who are retiring in accordance with Clause 165 of the Constitution of the Company and Dato’ Haji Razali bin Mohd Yusof, Dato’ Sri Sharifuddin bin Ab Ghani, Dato’ Ibrahim bin Abdullah, Encik Handrianov Putra bin Abu Hanifah and Cik Noor Suhaila binti Saad who are retiring in accordance with Clause 156 of the Constitution of the Company at the forthcoming Twelfth AGM. The Board approved the NRC’s recommendations for the re-election of the concerned Directors. Corporate Governance Overview Statement (Cont’d)