Frontken Corporation Berhad 200401012517 (651020-T) • ANNUAL REPORT 2023 57 PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION (CONT’D) The Board has conducted a Board effectiveness evaluation including questions on Environmental, Social and Governance (“ESG”) and test on Fit and Proper for Directors standing for re-election at the forthcoming 20th Annual General Meeting (“AGM”), in February 2024 to assess the effectiveness of the Board, Board Committees and Individual Directors. The carefully designed and independently conducted Board evaluation process identified the strengths of the Board as well as areas for improvements. A detailed self-assessment is undertaken to assess the effectiveness of the Board as a whole and the Board Committees as well as the contribution, performance and time commitment of each individual Director. The Board evaluation process was conducted via a set of questionnaires containing both quantitative and open-ended questions, based on self and peer-rating by the Chairman of the Board and respective Chairmen of the Board Committees, and the outcome of the evaluation was tabled to the NC for discussion and matters that required attention of the Board were escalated to the Board Meetings for further deliberations and actions. Based on the evaluation conducted, 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 AGM. All assessments and evaluations carried by the NC in discharge of its functions were duly documented. The NC has assessed the independence of the three (3) Independent Non-Executive Directors, namely Mr Ng Chee Whye, Ms Koh Huey Min and YM Raja Jastina Adlina Binti Raja Arshad. 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 has established a policy for setting targets for gender, ethnic or age composition in the Board. However, the Board believes that more importantly, the suitability of candidates should be 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 “Fit and Proper” test as set out in the policy, 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 RC currently consists of three (3) members all 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. CORPORATE GOVERNANCE OVERVIEW STATEMENT (CONT’D)
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