PRG Holdings Berhad Annual Report 2019

PRG HOLDINGS BERHAD 44 CORPORATE GOVERNANCE OVERVIEW STATEMENT cont’d PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) I. Board Responsibilities (continued) The Board meets on quarterly basis to review the Company’s financial, operational and business performance, amongst others. In order to facilitate the Directors’ time planning, the annual meeting calendar setting out the scheduled dates for meetings of the Board and Board Committees as well as annual general meeting is prepared and circulated in advance to enable the Directors to plan in advance. Exceptions will be given if urgent matters arise which requires the Board’s attention. The annual meeting calendar also sets out the closed periods for dealings in the securities of the Company to be strictly adhered to by the Directors and Principal Officers based on the targeted date of announcement of the Group’s interim financial results every quarter. Details of the attendance recorded by the Directors at the meetings held during the FY2019, as defined earlier were as follows: Director Name Board of Directors Board Committees AGM EGM ARMC NC RC Non-Executive Directors Dato’ Dr. Awang Adek bin Hussin 6/7 3/4* 0/1* 1/2* 1/1 3/3 Datuk Dr Wong Lai Sum 7/7 5/5 1/1 2/2 1/1 3/3 Lim Chee Hoong 7/7 5/5 1/1 2/2 1/1 3/3 Executive Directors Dato’ Lua Choon Hann 6/7 - - - 1/1 3/3 Dato’ Wee Cheng Kwan 7/7 - - - 1/1 3/3 Na Chun Wee (resigned on 7 April 2020) 7/7 - - - 1/1 3/3 Total number of meetings for FY2019 7 5 1 2 1 3 Chairman Member Non-member Notes: ARMC: Audit and Risk Management Committee NC: Nomination Committee RC: Remuneration Committee AGM: Annual General Meeting EGM: Extraordinary General Meeting *: Appointed as the Chairman of NC and member of ARMC and RC on 26 February 2019 The Company Secretary was present at all the meetings held during FY2019. The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities. II. Board Composition The Board comprised three (3) Independent Non-Executive Directors including the Chairman, and three (3) Executive Directors including the Group Executive Vice Chairman and Group Chief Executive Officer during the FY2019. The composition of the Board complies with the 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.