EXCEL FORCE MSC BERHAD Annual Report 2019

EXCEL FORCE MSC BERHAD - ANNUAL REPORT 2019 24 PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) 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). 4.2 The Board recognizes 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" as prescribed under MMLR. 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. 4.3 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 merit based. 4.4 In accordance with the Company's Constitution, all Directors shall retire from office at least once every three (3) years but shall be eligible for re-election. Save for Mr Lok Choon Hong who has indicated his intention not to seek re-election, Dato’ Dr. Norraesah binti Haji Mohamad, Pn Mohaini binti Mohd Yusof and Datuk Mat Noor bin Nawi would be retiring and seek re-election in accordance with the Company’s constitution. The profile of the Directors standing for re-election is set out under pages 12 to 15 of this Annual Report. 4.5 The Board is supportive of the recommendation of MCCG and recognizes the importance of boardroom diversity to the establishment of workforce gender diversity policy. The Group do not have the workforce gender diversity policy currently. The Board currently has two (2) female directors, which represent 29% of the total Board members. 4.6 The Board used a variety of approaches and sources to ensure that it can identify the most suitable candidates. This may include sourcing from a directors' registry and open advertisement or the use of independent search firm. Currently, the appointment of candidates for non-executive director position were sourced from recommendation made by the existing Board member, management or major shareholders. 4.7 During the financial year ended 31 December 2019, four (4) Board meetings were held. The summary of attendance at the Board meetings held in the financial year ended 31 December 2019 is as follows: - Name of Director Member Attendance Executive Directors Dato' Dr. Norraesah Binti Haji Mohamad/her alternate, Mr Wong Thean Soon 4/4 Wang Kuen-Chung @Jeff Wang (retired on 23 July 2019) 2/2 Wong Kok Chau 4/4 Gan Teck Ban 4/4 Eng Shao Hon 4/4 Independent Non-Executive Directors Ng Kim Huat (retired 29 May 2019) 2/2 Aaron Sim Kwee Lein (demised on 3 July 2019) 2/2 Lok Choon Hong 4/4 Datuk Mat Noor Bin Nawi (appointed on 27 September 2019) 1/1 Pn Mohaini Binti Mohd Yusof (appointed on 18 June 2019) 2/2 Corporate governance overview statement (CONT’D)