EXCEL FORCE MSC BERHAD Annual Report 2018

25 EXCEL FORCE MSC BERHAD (570777-X) ANNUAL REPORT 2018 PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) II Board Composition (cont’d) 5.0 Stakeholders are able to form an opinion on the overall effectiveness of the Board and individual directors. (cont’d) The Company Secretaries shall record, prepare and circulate the minutes of the meetings of the NC and ensure that the minutes are properly kept and produced for inspection if required. The NC is authorised by the Board to act as follows: (a) To review nominations of new directors based on selection criteria such as the incumbent’s credential and their skills and contributions required by the Company. (b) To ensure that the Board has an appropriate balance of skills, expertise, attributes and core competencies from its member. (c) To recommend to the Board the potential directors to fill the seats of the Board Committees. (d) To assess annually the effectiveness of the Board, its Committees and the contribution of each Director. (e) To review succession plans for members of the Board. (f) To recommend training needs to the Directors. The Nomination Committee will evaluate the effectiveness of the Board as a whole, including Board Committees and the contribution of each Director annually and properly documented. The performance evaluation process established shall include clear evaluation criteria and communicated to each individual Director. All report shall be gathered and assessed by the Nomination Committee for the Board’s review and approval. The evaluation will be done at least once a year to gauge the effectiveness of the Board’s performance, the adequacy of the blend of skill sets and experience of the Board. During the financial year, NC has reviewed the present composition of the Board and was of the view that the Board composition was made up of a balance mixture of skills and professionalism, no additional board member is required for the time being. All Directors have completed the Director’s Self-Assessment Form and the Performance Evaluation Sheet (PES) for the assessment of the Board and Board Committees. NC noted that there were no major issues of concern. Criteria for assessments:- a) Contribution to Interaction, Quality of Input, Understanding of Role, Board Chairman’s Role (for individual director assessment) b) Board Structure, Board Operations, Board Roles and Responsibilities, Board Chairman’s Role and Responsibilities (for Board assessment) c) Is the committee providing useful recommendations? Do the members have sufficient and relevant expertise in fulfiling their roles? Are committee chairs properly and providing appropriate reporting and recommendations to the Board? (for Board Committee assessment) The terms of reference of the Nomination Committee can be viewed at the Company’s website: www.excelforce.com.my in line with Paragraph 15.08A(2) of MMLR. iii Remuneration 6.0 The level and composition of remuneration of directors and senior management take into account the Company’s desire to attract and retain the right talent in the Board and senior management to drive the company’s long term objectives. The remuneration policies and decisions are made through a transparent and independent process. 6.1 The Remuneration Committee (“RC”) of the Company consists of three (3) Independent Non-Executive Directors and its composition is as follows: Name of Director Position Ng Kim Huat Chairman Aaron Sim Kwee Lein Member Lok Choon Hong Member Corporate Governance Overview Statement (cont’d)