Frontken Berhad Annual Report 2019

27 Frontken Corporation Berhad (651020-T) ANNUAL REPORT 2019 Corporate Governance Overview Statement (cont’d) PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) II. Board Composition (cont’d) Based on the annual assessment conducted in May 2020, the NC was satisfied with the existing Board composition and concluded that each Director has the requisite competence and capability to serve on the Board and had sufficiently demonstrated their commitment to the Group in terms of time and participation during the financial year under review, and recommended to the Board for the 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. At the end of the financial year under review, the Board has a Director, namely Dato’ Haji Johar Bin Murat @ Murad, who has served for more than twelve (12) years as an Independent Non-Executive Director. The Board has assessed, via the Nomination Committee, his independence and, accordingly, recommended him for shareholders’ approval to continue to serve as Independent Non-Executive Director of the Company for the ensuing year. Apart from being satisfied that he fulfilled the criteria under the definition of Independent Non-Executive Director provided in the Main Market Listing Requirements of Bursa Securities, the Board believes the following justifications are sufficient and appropriate for it to recommend his extension as Independent Non-Executive Director to be voted on at the forthcoming Annual General Meeting of the Company on a 2-tier voting process: • He has demonstrated his commitment to the Company by attending all meetings of the Board and Board Committees of which he is a member; • He brings with him vast experience and expertise to complement the competencies of the other Directors to enhance boardroom discussion and decision; • He has been with the Company for more than twelve (12) years and accordingly, is familiar with the nuances and understands the Group’s business operations; and • He has exercised due care and diligence during his tenure as Independent Non-Executive Director of the Company and carried out his duties professionally and objectively in the interest of the Company and shareholders. The NC has conducted an assessment of the independence of Independent Non-Executive Directors in May 2020 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 Independent Non-Executive Directors remained unimpaired and their judgement over business dealings of the Company were not influenced by the interest of the other Directors or substantial shareholders. The Company does not have a specific policy for setting targets for gender, ethnic or age composition in the Board. The suitability of candidates is evaluated 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. A summary of key activities undertaken by the NC in discharging its duties during the financial year under review and up to the date of this Statement is set out below: • Reviewed and assessed the independence of Independent Non-Executive Directors; • Reviewed and recommended the re-election of retiring Directors, including the deliberation on an Independent Non- Executive Director whose tenure has exceeded twelve (12) years, the continuance of which requires shareholders’ approval to be determined at the forthcoming Annual General Meeting; • Assessed the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual Director; • Considered the training undertaken by the Directors; and • Reviewed and assessed the term of office and performance of the Audit Committee and each of its members. III. Remuneration The Board has established a Remuneration Committee (“RC”) comprising three (3) members, the majority of whom are Independent Non-Executive Directors. The RC is entrusted by the Board to implement the policies and procedures on matters relating to the remuneration of the Board and Senior Management and making recommendations on the same to the Board for approval.