Ni Hsin Berhad Annual Report 2017

Ni Hsin Resources Berhad (653353-W) Annual Report 2017 20 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) 2 Board Composition (continued) (i) Assessed and was satisfied with the character, experience, integrity, competence and time commitment of Directors and Chief Financial Officer.  (j) Evaluated the performance of Mr Chen Shien Yee, Datin Ida Suzaini Binti Abdullah, and Encik Rizvi Bin Abdul Halim and recommended their re-election at the Thirteenth Annual General Meeting (“AGM”) of the Company to the Board. The NC will identify and recommend candidates to the Board if there is any vacancy arising from resignation, retirement or any other reasons or if there is a need to appoint additional Director with the required criteria based on recommendation from existing Directors, Senior Management or major shareholders. The NC will review the suitability of candidates based on skills, knowledge, character, integrity, expertise and experience, competency, commitment (including time commitment) and where appropriate, the independence of candidates for appointment as Independent Non-Executive Directors. The assessment of the Independent Directors is in accordance with the criteria as set out in the Board Charter and MMLR. The evaluation process is led by the NC Chairman who is an Independent Director and supported by the Company Secretaries. The evaluation process is conducted via questionnaires to review the effectiveness of the Board and its Committees, and based on self-review and peer assessment. The NC reviews the outcome of the assessment and report to the Board, in particular, areas for improvement and also used as the basis of recommending relevant Director for re-election at the Annual General Meeting. In accordance with the Company’s Constitution, an election of Directors shall take place each year at an AGM and one-third (1/3) of the Directors are subject to retirement by rotation, in any event, each Director shall retire from office once in every three (3) years. The Directors to retire in each year are the Directors who have been longest in office since their last appointment or re-election. The Directors appointed by the Board during the financial year are subject to retirement at the next AGM held following their appointments in accordance with the Company’s Constitution. All retiring Directors are eligible for re-election. The re-election of each Director is voted on separate resolution during the AGM of the Company. Based on the schedule of rotation, the following Directors are subject to retirement by rotation pursuant to the Company’s Constitution at the forthcoming Fourteenth AGM:- (1) Ms Ng Shwu Ching (Article 90) (2) Datuk Tan Choon Hwa (Article 90) (3) Encik Sofiyan Bin Yahya (Article 97) The aforesaid Directors have expressed their intention to seek for re-election at the forthcoming AGM. The Board has put in place Code of Conduct and Whistle Blowing Policies and Procedures to promote an environment of integrity and ethical behaviour within the Group. 3 Remuneration In determining the remuneration of the Directors and Senior Management, the Company’s objective is to provide fair and competitive remuneration to its Board and/or Senior Management in order for the Company to benefit by attracting and retaining a high quality team. The RC is authorised by the Board to seek appropriate professional advice within and outside the Group. Mr Chen Shien Yee, the former Group Managing Director is the employee of the Group. During the financial year under review, the Group paid salaries (inclusive contributions to state plans) of RM199,000 and benefits-in-kind of approximately RM8,000 for his services. Ms Ng Shwu Ching, the Executive Director is also the employee of the Group. During the financial year under review, the Group paid salaries (inclusive contributions to state plans) of RM514,000 and benefits-in-kind of approximately RM24,000 for her services. Corporate Governance Overview Statement (continued)