Sasbadi Annual Report 2019

PAGE 35 ANNUAL REPORT 2019 CORPORATE GOVERNANCE OVERVIEW STATEMENT (continued) The Board has also complied with paragraph 15.02 of the MMLR of Bursa Securities, which requires at least two (2) Directors or one-third (1/3) of the Board of the Company, whichever is the higher, are independent. The Board through the Nomination Committee (“NC”) assess the independence of the Independent Directors on an annual basis based on the criteria formulated by the Nomination Committee. This is to mitigate risks arising from conflict of interest or undue influences from interested parties. Based on the assessment in FYE 31 August 2019, the Board reviewed, assessed and was satisfied with the independence demonstrated by all of the Independent Directors, and their ability to act in the best interest of the Company. MCCG recommends that the tenure of an independent director should not exceed a cumulative term of nine (9) years and, upon completion of the nine (9) years, an independent director may continue to serve on the board subject to the director’s re-designation as a non-independent director. The Board has incorporated this recommendation into the Company’s Board Charter. As at the date of approval for issuance of this Statement, the Company’s Independent Directors have served on the Board for less than seven (7) years. The NC has put in place a formal process and criteria for the recruitment of directors. The recruitment process involves assessment and recommendation by the NC (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 NC. 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 2019. 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 Board has adopted the Gender Diversity Policy and 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 six (6) Board members, representing a percentage of approximately 33%. 8. Establishment of Nomination Committee The Nomination Committee comprises the following members: Chairman : Dato’ Noor Rezan Binti Bapoo Hashim (Senior Independent Non-Executive Director) Members : Dato’ Salleh Bin Mohd Husein (Independent Non-Executive Chairman) Lim Hun Soon @ David Lim (Independent Non-Executive Director) All the members are Independent Non-Executive Directors and the Chairman, Dato’ Noor Rezan Binti Bapoo Hashim is our Senior Independent Non-Executive Director. The full Terms of Reference setting out the Nomination Committee’s composition, meeting proceedings, functions and reporting procedures, can be viewed on the Company’s website, www.sasbadiholdings.com . 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. A summary of the activities carried out by the Nomination Committee during FYE 31 August 2019 is as follows: ➣ 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.