PRG Holdings Berhad Annual Report 2019

PRG HOLDINGS BERHAD 46 CORPORATE GOVERNANCE OVERVIEW STATEMENT cont’d PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) II. Board Composition (continued) During the FY2019, the Nomination Committee undertaken the following activities: (a) Conducted annual assessment of the effectiveness of the Board and Board Committees as well as individual Directors facilitated by the Company Secretary. Upon evaluation, the Nomination Committee was satisfied that: • The size, structure and composition of the Board and Board Committees are 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. The annual assessment and evaluation were 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. (b) Reviewed the composition of the Board and recommended suitable candidate to fill the membership of Board Committees namely the Audit and Risk Management Committee, Remuneration Committee and Nomination Committee in view of the vacancies in these Committees. (c) Conducted annual assessment on the independence of the Independent Directors in accordance with the MCCG based on established criteria and recommended to the shareholders for approval the retention of Mr Lim Chee Hoong, the Independent Director who has served for more than nine (9) years at the Company’s Annual General Meeting. (d) Reviewed the term of office and performance of the Audit and Risk Management Committee and each of its members against the assessment checklist in accordance with the MMLR and was satisfied that the Audit and Risk Management Committee had carried out its duties in accordance with its Terms of Reference. (e) Reviewed the retirement by rotation of Dato’ Lua Choon Hann and Datuk Dr. Wong Lai Sum and recommended their re-election for Board’s consideration. (f) Reviewed and recommended for Board’s consideration the Report of Nomination Committee for inclusion in the Annual Report. (g) Reviewed and updated the Terms of Reference of the Nomination Committee to ensure its adequacy for current circumstances, the Company’s policies and/or compliance with applicable rules and regulations. (h) Reviewed the adopted 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 and given the adequacy of the Policy. No revision was recommended by the Committee.