PRG Holdings Berhad Annual Report 2020

Annual Report 2020 Corporate Governance Overview Statement cont’d 41 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) II. Board Composition (continued) The Nomination Committee met once during the FY2020. The Nomination Committee Members’ attendance record is outlined on Page 39 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. During the FY2020, the Nomination Committee undertaken the following activities: (a) appraised the proposed appointment of Mr. Ji Haitao as an Independent Non-Executive Director of the Company and was satisfied, upon reviewed and assessed the suitability of Mr. Ji against the evaluation criteria and considerations such as his experience in property management and township development, and took cognisance that the appointment would provide a diverse mix of skills and knowledge in the Board, had recommended the appointment to the Board for approval. (b) appraised the proposed appointment of Mr. Ng Tzee Penn as a Non-Independent Non-Executive Director of the Company and was satisfied, upon reviewed and assessed the suitability of Mr. Ng against the evaluation criteria and considerations such as his international market exposure and experience, and took cognisance that the appointment would provide a diverse mix of skills and knowledge in the Board, had recommended the appointment to the Board for approval. In June 2020, following the recommendation from the management, the Nomination Committee, in consultation with the Board reviewed the proposed re-designation of Mr. Ng from a Non-Independent Non-Executive Director to Executive Director. (c) 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. (d) 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.