Sasbadi Annual Report 2017

43 ANNUAL REPORT 2017 A summary of the activities carried out by the Nomination Committee during FYE 31 August 2017 is as follows: • Reviewed the list of key senior management (including their profiles) and their potential successors. • Reviewed the Board’s and Board Committees’ structure, size, composition and diversity, and was satisfied with the review given the size of the Group and its business operations. • Reviewed the assessment of performance of the individual Directors, the Board as a whole and the Board Committees, and the independence of the Independent Directors, and was satisfied with the experiences, contributions, competencies and mix of skills of the Directors to enable the Board and the Board Committees to discharge their respective duties and responsibilities effectively, as well as with the independence of the Independent Directors. It was also concurred from the assessment that the Board could work as a team and arrive at consensual decisions. • Reviewed and assessed the Directors subject to retirement by rotation and casual vacancy, before recommending to the Board the tabling for shareholders’ approval of the re-election of the said Directors at the previous Annual General Meeting (“AGM”) held on 19 January 2017. • Reviewed the need for continuous training and development by the Directors. • Deliberated on the areas that need focus/action by the Group in relation to the best practices recommended under the Malaysian Code on Corporate Governance 2017 (“MCCG 2017”), and took note of the requirement for the Company to report on the application of the best practices in MCCG 2017 within the Group, in its Annual Report for 2018. Recommendation 2.2 – Develop, Maintain and Review the Criteria for Recruitment Process and Annual Assessment of Directors The functions of the Nomination Committee under its Terms of Reference include, among others, assessing and recommending candidates for directorships to the Board and undertaking annual assessment of the effectiveness of the Directors individually and as a whole. The Nomination Committee has put in place a formal process and criteria for the recruitment of directors. The recruitment process involves assessment and recommendation by the Nomination Committee (including conducting an interview on the shortlisted candidates), evaluation and decision by the Board, appointment to the Board, and induction programme for the new director being carried out by the Nomination Committee. The recruitment criteria involve assessment of, among others, the candidate’s personal and professional ethics and integrity, independence, objectivity and potential conflicts of interest, understanding of the duties and responsibilities of a director of a listed entity, level of advocacy of good corporate governance, interpersonal skills, knowledge of the industry or work experience, and relevant academic and/or professional qualifications, as well as the Board’s overall mix of skills, independence and diversity. There was no new Director recruited for FYE 31 August 2017. The Board acknowledges that gender diversity is one of the key attributes to an effective and balanced board. In this regard, it is committed to having female representation on the Board though no specific target percentage is set. The Group ensures equal opportunity is given to an individual whether for appointment as a director or employment within the Group, based on merits and not on any gender, age or racial bias. Currently, the Board has two (2) female members out of a total of seven (7) Board members, representing a percentage of approximately 29%. The Board has also put in place a formal process for the assessment of performance of the individual Directors, the Board as a whole and the Board Committees, as well as the independence of the Independent Directors, and the assessment is done on an annual basis. Recommendation 2.3 – Remuneration Committee and Remuneration Policies and Procedures The Board has established the Remuneration Committee comprising the following members: Chairman: Lim Hun Soon @ David Lim (Independent Non-Executive Director) CORPORATE GOVERNANCE STATEMENT