PRG Holdings Berhad Annual Report 2018

During the financial year ended 31 December 2018, six (6) meetings of the Board were held. Details of the Board's attendance record at the Board meetings were as follows: Directors Total Meetings Attended Attendance (%) Dato’ Dr. Awang Adek bin Hussin 6 out of 6 100 Dato’ Lua Choon Hann 6 out of 6 100 Dato’ Wee Cheng Kwan 6 out of 6 100 Na Chun Wee (Appointed on 15 January 2018) 6 out of 6 100 Lim Chee Hoong 5 out of 6 83.33 Datuk Dr. Wong Lai Sum 6 out of 6 100 Dato’ Yau Kok Seng (Appointed on 1 March 2018 and resigned on 31 December 2018) 5 out of 5 100 Dato’ Hamzah bin Mohd Salleh (Resigned on 27 December 2018) 5 out of 6 83.33 The Company Secretary was present at all Board Meetings held during the financial year ended 31 December 2018. The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities. II. Board Composition Currently the Board comprises three (3) Independent Non-Executive Directors including the Chairman, and three (3) Executive Directors including the Group Managing Director. The composition of the Board complies with the Bursa Securities’ MMLR that requires one-third of the Board members are Independent Directors. The composition of the Board is in line with the MCCG that requires at least half of the Board to comprise of Independent Directors. The composition and size of the Board are assessed by the Board through the Nomination Committee appointed by the Board annually or as and when the need arises. During FY2018, Dato’ Hamzah bin Mohd Salleh and Dato’ Yau Kok Seng resigned from the Board and their resignations were accepted and noted with a record of thanks and appreciation for their advice, guidance and services during their tenure in the Board and/or Board Committees. The Board recognises the benefits of having a diverse Board and to ensure that the mix and profiles of the Board members in terms of age, ethnicity, gender, experience, skills and competencies are required to achieve effective leadership and management. The Board believes that a truly diverse and inclusive Board will leverage the differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity and gender, which will ensure PRG retains its competitive advantage. In order to ensure orderly and effective execution of the roles and responsibilities of the Board, the Board has delegated specific responsibilities to five (5) committees:- • Audit Committee • Remuneration Committee • Nomination Committee • Risk Management Committee • Long Term Incentive Plan Committee Each Committee operates under their respective approved terms of references and/or operating procedure which are reviewed intermittently. The Chairman of each Committee will report to the Board on the outcome of the Committees’ meetings which are recorded in the minutes of the Board meeting. No executive power was given to each Committee as their responsibility is to deliberate and examine particular issues and report to the Board with their recommendations. The Board holds the ultimate responsibility for the directions and control of the Company. corporate governance overview statement (continued) PRG HOLD I NGS BERHAD 43