Frontken Berhad Annual Report 2018

27 Frontken Corporation Berhad (651020-T) ANNUAL REPORT 2018 Corporate Governance Overview Statement (cont’d) PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (cont’d) +J\NM XW ]QN JWW^JU J\\N\\VNW] LXWM^L]NM M^[RWP ]QN ࠰WJWLRJU bNJ[ ^WMN[ [N_RN` JWM ^Y ]X ]QN MJ]N XO ]QR\ <]J]NVNW] ]QN 7,`J\ \J]R\࠰NM `R]Q ]QN NaR\]RWP +XJ[M LXVYX\R]RXW JWM LXWLU^MNM ]QJ] NJLQ -R[NL]X[ QJ\ ]QN [NZ^R\R]N LXVYN]NWLN JWM LJYJKRUR]b ]X \N[_N XW ]QN +XJ[M JWM QJM \^O࠰LRNW]Ub MNVXW\][J]NM ]QNR[ LXVVR]VNW] ]X ]QN 0[X^Y RW ]N[V\ XO ]RVN JWM YJ[]RLRYJ]RXW M^[RWP ]QN ࠰WJWLRJU bNJ[ ^WMN[ [N_RN` JWM [NLXVVNWMNM ]X ]QN +XJ[M OX[ ]QN re-election of the retiring Directors at the Company’s forthcoming Annual General Meeting (“AGM”). All assessments and evaluations carried by the NC in discharge of its functions were duly documented. *] ]QN NWM XO ]QN ࠰WJWLRJU bNJ[ ^WMN[ [N_RN` ]QN +XJ[M QJ\ ]`X -R[NL]X[\ WJVNUb -J]X۴ 1JSR 3XQJ[ +RW 6^[J] ) Murad and Aaron Sim Kwee Lein, who have served as Independent Non-Executive Directors of the Company for a cumulative term of more than twelve (12) and nine (9) years respectively. The Board has assessed, via the Nomination Committee, their independence and, accordingly, recommended them for shareholders’ approval to continue to serve J\ 2WMNYNWMNW] 7XW .aNL^]R_N -R[NL]X[\ XO ]QN ,XVYJWb OX[ ]QN NW\^RWP bNJ[ *YJ[] O[XV KNRWP \J]R\࠰NM ]QJ] ]QNb O^U࠰UUNM ]QN L[R]N[RJ ^WMN[ ]QN MN࠰WR]RXW XO 2WMNYNWMNW] 7XW .aNL^]R_N -R[NL]X[ Y[X_RMNM RW ]QN 6JRW 6J[TN] 5R\]RWP ;NZ^R[NVNW]\ XO +^[\J <NL^[R]RN\ ]QN +XJ[M KNURN_N\ ]QN OXUUX`RWP S^\]R࠰LJ]RXW\ J[N \^O࠰LRNW] JWM JYY[XY[RJ]N OX[ R] ]X recommend their extensions as Independent Non-Executive Directors to be voted on at the forthcoming AGM of the Company: ۽ Both of them have demonstrated their commitment to the Company by attending all meetings of the Board and Board Committees of which they are members; ۽ They bring with them vast experience and expertise to complement the competencies of the other Directors to enhance boardroom discussions and decision; ۽ They have been with the Company for more than twelve (12) and nine (9) years and accordingly, are familiar with the nuances and understand the Group’s business operations; and ۽ They have exercised due care and diligence during their tenure as Independent Non-Executive Directors of the Company and carried out their duties professionally and objectively in the interest of the Company and shareholders. The NC has conM^L]NM JW J\\N\\VNW] XW ]QN RWMNYNWMNWLN XO 2WMNYNWMNW] 7XW .aNL^]R_N -R[NL]X[\ OX[ ]QN ࠰WJWLRJU year 2018 based on the criteria on independence adopted by the Board. Following the recommendation of the NC, the Board is of the opinion that the independence of the existing Independent Non-Executive Directors remain unimpaired JWM ]QNR[ S^MPNVNW] X_N[ K^\RWN\\ MNJURWP\ XO ]QN ,XVYJWb `N[N WX] RW࠱^NWLNM Kb ]QN RW]N[N\] XO ]QN X]QN[ -R[NL]X[\ or substantial shareholders. =QN +XJ[M MXN\ WX] QJ_N J \YNLR࠰L YXURLb OX[ \N]]RWP ]J[PN]\ OX[ `XVNW N]QWRL X[ JPN LXVYX\R]RXW XW ]QN +XJ[M Evaluation of the suitability of candidates is based on the candidates’ competency, character, time availability, integrity and experience in meeting the Company’s needs. The Board constantly advocates fair and equal participation and opportunity for all individuals of the right calibre. * \^VVJ[b XO TNb JL]R_R]RN\ ^WMN[]JTNW Kb ]QN 7, RW MR\LQJ[PRWP R]\ M^]RN\ M^[RWP ]QN ࠰WJWLRJU bNJ[ ^WMN[ [N_RN` JWM up to the date of this Statement is set out below: ۽ Reviewed and assessed the independence of Independent Non-Executive Directors; ۽ Reviewed and recommended re-election of Directors who were due for re-appointment and retirement by rotation, including the deliberation on Independent Non-Executive Directors whose tenure has exceeded nine (9) years and which would require their continuance as Independent Non-Executive Directors to be voted on at the forthcoming Annual General Meeting; ۽ Assessed the effectiveness of the Board as a whole, the Board Committee and the contribution of each individual Director; ۽ Considered the training undertaken by the Directors; and ۽ ;N_RN`NM JWM J\\N\\NM ]QN ]N[V XO XO࠰LN JWM YN[OX[VJWLN XO ]QN *^MR] ,XVVR]]NN JWM NJLQ XO R]\ VNVKN[\