PRG Holdings Berhad Annual Report 2019

ANNUAL REPORT 2019 45 CORPORATE GOVERNANCE OVERVIEW STATEMENT cont’d PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) II. Board Composition (continued) Subsequent to the FY2019, Na Chun Wee relinquished the position as the Group Chief Executive Officer following his resignation as the Director of the Company on 7 April 2020. 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 the Company retains its competitive advantage. Board Committees In order to ensure orderly and effective execution of the roles and responsibilities of the Board, the Board has delegated specific responsibilities to four (4) Committees:- • Audit and Risk Management Committee • Nomination Committee • Remuneration Committee • Long Term Incentive Plan Committee Each Committee operates under their respective approved Terms of References and/or operating procedure which are reviewed intermittently or when required. 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. Nomination Committee The Nomination Committee consists of three (3) members, all of whom are Independent Non-Executive Directors. The composition of the Nomination Committee is set out below: Directors Position Dato’ Dr. Awang Adek bin Hussin (Appointed on 26 February 2019) Chairman of Nomination Committee & Independent Non-Executive Director Lim Chee Hoong Independent Non-Executive Director Datuk Dr. Wong Lai Sum Independent Non-Executive Director The Nomination Committee met once during the FY2019. The Nomination Committee Members’ attendance record is outlined on page 44 of this Statement. The process and criteria to identify and nominate candidates for appointment as a Director, and re-election and re-appointment of existing Directors are set out in the Directors’ Recruitment Criteria/Board Charter/Terms of Reference of Nomination Committee. The Terms of Reference of Nomination Committee is available at the Company’s Website. The Constitution of the Company requires one-third of the Directors to retire from office and subject themselves to re-election by the shareholders in every annual general meeting at least once every three 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 years. A Director who is due for retirement shall abstain from deliberating and voting on the resolution concerning his re-election as a Director. The Nomination Committee is tasked with the responsibility to review and recommend to the Board the Directors for re-election at the annual general meeting of the Company, having due regard to their skills, experience and other attributes that would continue to contribute to the Board.