Datasonic Group Berhad Annual Report 2021

2021 ANNUAL REPORT 57 II. BOARD COMPOSITION (Cont’d) Tenure of Independent Directors The Board has a policy which limits the tenure of its Independent Directors to nine (9) years. Upon the completion of the nine (9) years, an Independent Director may continue to serve on the Board subject to the Director’s re-designation as a Non-Independent Director. The Board may recommend and subject to the approval of the Company’s shareholders, retain an Independent Director who has served beyond a cumulative term of nine (9) years as an Independent Director of the Company. In May 2021, the NRC assessed and recommended that General Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing, who have served as Independent Non-Executive Directors of the Company for a cumulative term of more than nine (9) years, to continue to act as the Independent Non-Executive Directors of the Company. Hence, the Board would table the ordinary resolutions to the shareholders at the forthcoming Thirteenth Annual General Meeting to retain General Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd), Dato’ Wan Mohd Safiain bin Wan Hasan, Dato’ Wan Ibrahim bin Wan Ahmad and Mr Yee Kim Shing @ Yew Kim Sing as the Independent Non-Executive Directors of the Company. In April 2021, each of the Independent Directors had furnished the confirmation of Independence as part of the annual independence assessment. The Board through the NRC undertook the independence assessment of all its Independent Directors. The NRC and the Board are satisfied with the level of independence demonstrated by all the Independent Directors, their abilities to act in the best interest of the Company and meet the independence criteria prescribed by the MMLR of Bursa Malaysia. The appointment of new Board member and Senior Management is under the purview of the NRC whose primary responsibilities are to evaluate, assess and recommend candidates for the Board’s approval. In reviewing and recommending to the Board on the appointment of new Board member and Senior Management, the NRC considers the candidate’s ability to discharge such responsibilities / function as well as the candidate’s competencies, commitment, contribution and performance, skills, knowledge, expertise and experience, professionalism, age, cultural backgrounds, leadership qualities and integrity. For appointment of Independent Director, considerations will also be given on whether the candidate meet the requirements for independence criteria as prescribed by the MMLR of Bursa Malaysia and time commitment expected from them. In February 2021, the NRC assessed the fit and proper criteria and suitability of the candidate, Encik Wan Zalizan bin Wan Jusoh for the appointment as Director and Managing Director of the Company. The NRC was guided by the the criteria for membership of the Board as stipulated in the Board Charter. Based on the NRC’s review, the NRC determined that the candidate recommended by the management has appropriate understanding of the conduct of the Group’s business, commitment, high ethical standards and experience to enable him to discharge his duties and responsibilities effectively. Upon the Board’s approval, Encik Wan Zalizan was appointed as Director and Managing Director of the Company on 24 February 2021. Annual Assessment of Independence Appointment of Board and Senior Management PRINCIPLE A BOARD LEADERSHIP AND EFFECTIVENESS