PRG Holdings Berhad Annual Report 2020

PRG HOLDINGS BERHAD Corporate Governance Overview Statement cont’d 40 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) I. Board Responsibilities (continued) The Company Secretary was present at all the meetings held during FY2020. 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. The composition of the Board complies with the Bursa Securities’ Listing Requirements 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 FY2020, Mr. Na Chun Wee and Datuk Dr. Wong Lai Sum 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 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 Chairman of Nomination Committee & Independent Non-Executive Chairman Lim Chee Hoong Independent Non-Executive Director Ji Haitao Independent Non-Executive Director (Appointed on 29 June 2020)