Ni Hsin Berhad Annual Report 2018

Annual Report 2018 Ni Hsin Resources Berhad (653353-W) 19 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) 2 Board Composition a. Composition and Diversity The Board is well balanced, comprising experienced businessmen and qualified professionals of diverse age, ethnicity and gender. The Directors collectively bring with them diverse knowledge, skill, extensive experience and expertise in areas such as strategic planning, business development, finance, corporate affairs, marketing and other relevant industry knowledge. The Board currently has seven (7) members, comprising four (4) Independent Non-Executive Directors, one (1) Non- Independent Non-Executive Director and two (2) Executive Directors. This complies with Paragraph 15.02(1) of the MMLR of Bursa Securities which requires at least two (2) or one-third (1/3) of the Board of the Company, whichever is higher, are Independent Directors. The Board also complied with Practice 4.1 of MCCG on that more than half of the Board comprised of Independent Directors. There is approximately 28% women representation on the Board for financial year 2018. b. NC Composition The role of the NC is to assist the Board in ensuring that the Board comprises individuals with the requisite skills, knowledge, professional expertise and character. The NC comprises exclusively Non-Executive Directors who are independent. Currently, the members are as follows: Sofiyan Bin Yahya (Chairman) Leow Chan Khiang (Member) Rithauddin Hussein Jamalatiff Bin Jamaluddin (Member) The Board does not consider it is necessary to appoint a Senior Independent Director as all current members of the Board are always available and issues are discussed openly in Board meetings. c. Tenure of Independent Director The Board will justify and seek shareholders’ approval in the event it retains an Independent Director who has served in that capacity for a cumulative period of more than nine (9) years. d. Appointment 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 of Bursa Securities. e. Re-election of Directors In accordance with the Company’s Constitution, an election of Directors shall take place each year at an Annual General Meeting (“ 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. Corporate Governance Overview Statement (continued)