PRG Holdings Berhad Annual Report 2020

PRG HOLDINGS BERHAD Corporate Governance Overview Statement cont’d 42 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (continued) II. Board Composition (continued) During the FY2020, the Nomination Committee undertaken the following activities: (continued) (e) 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 a cumulative term of more than nine (9) years at the Company’s Annual General Meeting. (f) 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 Listing Requirements and was satisfied that the Audit and Risk Management Committee had carried out its duties in accordance with its Terms of Reference. (g) Reviewed the retirement by rotation of Dato’ Wee Cheng Kwan and Mr. Lim Chee Hoong at the Company’s 19 th AGM and recommended their re-election for Boards’ consideration. (h) Reviewed the retirement of Mr. Ng Tzee Penn and Mr. Ji Haitao, the newly appointed Directors at the Company’s 19 th AGM and recommended their re-election for Boards’ consideration. (i) Reviewed and recommended for Board’s consideration the Report of Nomination Committee for inclusion in the Annual Report. (j) 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. (k) 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. (l) Discussed the training needs of the Directors and training program available for the Directors to equip themselves with relevant knowledge and keep abreast of latest regulatory developments to effectively discharge their duties. (m) Reviewed the succession plan and progress of the Executive Directors. Long Term Incentive Plan Committee The Long Term Incentive Plan (“LTIP”) Committee was set up in line with the establishment of the Group’s long term incentive programme with the objective to retain and award high performance employees in the Group and is governed by the By-Laws. III. Remuneration The Remuneration Committee consists of three (3) members, all of whom are Independent Non-Executive Directors. The composition of the Remuneration Committee is set out below: Directors Position Ji Haitao Chairman of Remuneration Committee & Independent Non-Executive (Appointed on 29 June 2020) Director Lim Chee Hoong Independent Non-Executive Director Dato’ Dr. Awang Adek bin Hussin Independent Non-Executive Chairman