EXCEL FORCE MSC BERHAD Annual Report 2017

22 EXCEL FORCE MSC BERHAD (570777-X) ANNUAL REPORT 2017 PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) II Board Composition (cont’d) 4.0 Board decisions are made objectively in the best interests of the Company taking into account diverse perspective and insights. (cont’d) 4.1 The Independent Non-Executive Directors are independent of management and are free from any businesses or other relationships that could materially interfere with the exercise of independent judgment. They scrutinize the decisions taken by the Board and provide objectivity to the Management. The Board is made up of Directors with a wide range of skills, experience and qualifications and they contribute their expertise and knowledge in areas such as accounting, finance, business management and specific industry knowledge which are relevant to the Group’s business. The Board operates in an open environment in which opinions and information are freely exchanged. Hence, any concerns need not be focused on a single Director as all members of the Board fulfill this role individually and collectively. The Board collectively views that its current size complies with the MMLR and is effective. The Board will review, from time to time, the need to revise its size and composition of the Group’s business and determine the impact of the effectiveness of any proposed change of its current size. 4.2 The Board noted the MCCG recommends that the tenure of an independent director should not exceed a cumulative term of nine years. Upon completion of the nine years, an independent director may continue to serve on the Board as a non-independent director. In the event the Board intends to retain an independent director beyond nine years, it should justify and seek annual shareholders’ approval. If the Board continue to retain the independent director after the twelfth year, the Board should seek annual shareholders’ approval through a two-tier voting process. 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 forthcoming AGM of the Company, the Board with the recommendation of the Nomination Committee will 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 years. 4.3 The Board recognises the importance of independence and objectivity in the decision-making process. The Board is committed to ensure that the independent directors are capable to exercise independent judgment and act in the best interest of the Group. The independent directors of the Company fulfill the criteria of “Independent”. They act independently of management and are not involved in any other relationship with the Group that may impair their independent judgment and decision making. 4.4 The appointment of any additional Director is made as and when it is deemed necessary by the existing Board upon recommendation from the Nomination Committee with due consideration given to the mix of expertise and experience required for an effective Board. The Nomination Committee reviews and assesses the Board composition yearly to ensure that it has balance mixed skills and business experience to contribute to the success of the Group. The assessment is on merit based. Currently, the Company does not have a policy on boardroom diversity but believes in providing equal opportunity to all candidates. Corporate Governance Statement (cont’d)