Excel Force MSC Berhad Annual Report 2016

EXCEL FORCE MSC BERHAD ANNUAL REPORT 2016 23 The Executive Chairman is responsible for ensuring the adequacy and effectiveness of the Board’s governance process and acts as a facilitator at Board meetings to ensure that contributions from Directors are forthcoming on matters being deliberated and that no Board member dominates discussion. On the other hand, the Managing Director implements the Group’s strategies, policies and decision adopted by the Board and oversees the operations and business development of the Group. In accordance with Recommendation 3.3 of MCCG 2012, the Board must justify and seek shareholders’ approval in the event it retains an independent director, a person who has served in that capacity for more than nine (9) years. The Board holds the view that the ability of an Independent Director to exercise independence is not a function of his length of service as an Independent Director. The suitability and ability of an Independent Director to carry out his roles and responsibilities effectively are very much a function of his caliber, qualifications, experience and personal qualities. At the forthcomingAGMof the Company, theBoardwith the recommendationof theNominationCommitteewill seek shareholders’ approval to retain the designation of Mr. Ng Kim Huat and Mr. Aaron Sim Kwee Lein as the Independent Non-Executive Directors of the Company who have served the Company for more than nine (9) years. PRINCIPLE 4 – FOSTER COMMITMENT OF DIRECTORS Time Commitment The Directors observe the recommendation of the Code that they are required to notify the Chairman before accepting any new directorship and to indicate the time expected to be spent on the new appointment. To ensure that the Directors are committed and fulfill their roles and responsibilities effectively, they must not hold directorships of more than five public listed companies and must be able to commit sufficient time to the Company. The Company has a schedule date of meeting for the financial year to ensure that all Directors will plan in advance to ensure they are available for the meeting. The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities as Directors of the Company. This is evidenced by the attendance record of the Directors at Board meetings. During the financial year ended 31 December 2016, five (5) Board Meetings were held. The summary of attendance at the Board meetings held in the financial year ended 31 December 2016 is as follows:- Board of Directors No. of meetings held 5 Name of Director Member Attendance Executive Directors Wang Kuen-Chung @ Jeff Wang 5/5 Wong Kok Chau (Appointed on 24 November 2016) 1/1 Gan Teck Ban 5/5 Eng Shao Hon 5/5 Terry Lim Yew Meng (Appointed on 1 June 2016 and resigned on 24 November 2016) 1/1 Dato’ Dr. Norraesah Binti Haji Mohamad (Appointed on 10 February 2017) N/A Independent Non-Executive Directors Ng Kim Huat 5/5 Aaron Sim Kwee Lein 5/5 Lok Choon Hong 5/5 Directors’ Training and Continuing Education Programme All the Directors of the Company are encouraged to continuously attend relevant training programmes to enhance their knowledge in line with the ever-changing corporate laws, rules and regulations, especially in the areas of corporate governance and regulatory development, to enable them to discharge their responsibilities effectively. statement of Corporate Governance (cont’d)