Sasbadi Annual Report 2020

35 ANNUAL REPORT 2020 7. Board Composition The Board is made up of three (3) Executive Directors (including the Group Managing Director) and three (3) Independent Non-Executive Directors (including the Chairman). The Board composition provides a good mix of experience and diversity in skills and expertise while maintaining a good balance between Executive and Independent Directors. 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 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. The Board through the Nomination Committee 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 2020, 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 eight (8) years. 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) Tang Yuen Kin (Independent Non-Executive Director) (appointed on 30 July 2020) Lim Hun Soon @ David Lim (Independent Non-Executive Director) (resigned on 30 July 2020) 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 activities carried out by the Nomination Committee during the FYE 31 August 2020 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. CORPORATE GOVERNANCE OVERVIEW STATEMENT (continued)