PRG Holdings Berhad Annual Report 2018

2018 A N N U A L R E P O R T 58 report of the nomination committee (continued) c) The Nomination Committee conducted annual assessment of Board and Board Committees as well as individual Director during the financial year facilitated by the Company Secretary, and was satisfied that: • The size, structure and composition of the Board is optimum with appropriate mix of knowledge, skills, attributes and core competencies. • The Board has been able to discharge its duties and responsibilities professionally and effectively. • All the Directors continue to uphold the highest governance standards in their conduct and that of the Board. • The Directors are able to devote sufficient time commitment to their roles and responsibilities as reflected by their satisfactory attendance at Board meetings and Board Committees meetings. It was noted that the Directors do not hold more than 2 directorships in public listed companies. The annual assessment and evaluation was carried out by the Nomination Committee through a set of questionnaires encompassing the Board Structure, Board Operations, Board Roles and Responsibilities which was circulated to the Board members for completion and subsequently collated by the Company Secretary for tabling to the Nomination Committee and subsequent reporting to the Board. All assessments and evaluations carried out by the Nomination Committee in the discharge of all its functions were properly documented. d) The Constitution of the Company requires one-third of the Directors to retire and subject themselves to re-election by the shareholders in every Annual General Meeting. All Directors of the Company, including the Managing Director, shall retire from office at least once every three (3) years. The Constitution of the Company also provides that a newly appointed Director must retire and submit himself for re-election at the next annual general meeting following his appointment. Thereafter, he is subject to be re-elected at least once every three (3) years. A Director who is due for retirement, shall abstain from voting on any resolution in respect of this re-election as a Director. The Nomination Committee had reviewed and determined the Directors retiring and subject to re-election at the Company’s Annual General Meeting held in 2018 in accordance with the provisions of the Company’s Constitution. All retiring Directors, being eligible, have offered themselves for re-election. The Nomination Committee had also assessed the independence of the Independent Non-Executive Directors of the Company against the established criteria and based on the completed Directors’ Independence Declaration by all the Independent Directors confirming their independence based on prescribed criteria, the Nomination Committee and the Board was satisfied that there were no issues of independence in the Board of the Company as the Independent Directors continue to provide unbiased, objective and independent views and judgment in Board deliberations. e) Reviewed of the Report of Nomination Committee for inclusion in the Annual Report 2017. f) Discussed the training needs of the Directors and training program available to Directors to equip themselves with relevant knowledge and keep abreast of latest regulatory developments to effectively discharge their duties. g) Reviewed Management’s proposal on re-designation of Directors for recommendation to the Board for approval. h) Reviewed the term of office and performance of the Audit Committee and each of its members against the assessment checklist in accordance with Bursa Securities’ MMLR and was satisfied that the Audit Committee had carried out its duties in accordance with its Terms of Reference. i) Reviewed the succession plan and development progress of certain Executive Directors. j) Reviewed and updated the Terms of Reference of the Committee to ensure its adequacy for current circumstances, the Company’s policies and/or compliance with applicable rules and regulations. k) Reviewed the Diversity and Inclusion Policy that aims to support, among others, diversity in the recruitment and selection process, and ensure fair treatment and training to develop skills and to prepare individuals for respective roles and responsibilities.