The process for the appointment of a new Board member is summarised as follows: (a) Identification of a candidate upon the recommendation by the existing Board members, key senior management team, shareholders and/ or if required, external sources; (b) Conduct background reference check; (c) The NRC to consider, inter-alia, the competency, experience, commitment, contribution and integrity of the candidates, and in the case of candidates proposed for appointment as Independent Directors, the candidate’s independence, in evaluating the suitability of the candidates; (d) Recommendation of candidates to be made by the NRC to the Board, as well as recommendation for appointment as a member of the various Board Committees, where necessary; (e) Decision to be made by the Board on the proposed new appointment, including appointment to the various Board Committees; (f) Announcement to Bursa Securities; and (g) Conduct an on-boarding briefing to the new Board member as soon as practicable after the date of the appointment. 2.5 Re-election of Directors The Company’s Constitution provides that an election of Directors shall take place each year. At each annual general meeting (“AGM”) one-third (1/3) of the Directors for the time being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3), shall retire from office provided always that all Directors including Managing Director and Executive Directors shall retire from office once at least in each three (3) years as required by the MMLR but shall be eligible for re-election. A retiring Director shall retain office until the close of the meeting at which he retires. The Directors to retire in every year shall be those who, being subject to retirement by rotation, have been longest in office since their last election, but as between Directors of equal seniority, the Directors to retire shall (unless they otherwise agree among themselves) be determined by lot. Where a person has been appointed as Director either to fill a casual vacancy or as an additional Director, he/she shall hold office only until the conclusion of the next AGM and shall be eligible for re-election at such meeting. The NRC also makes recommendations to the Board on the re-election of Directors for shareholders’ approval. 2.6 Annual Assessment of Directors The Board, through the NRC, conducts an annual assessment on its effectiveness, and the effectiveness of each individual Director and the Board Committees established by the Board. The Board is assessed in the areas of the Board’s roles and responsibilities, structure and composition, conduct, meeting process, interaction and communication with the management and other stakeholders, as well as the effectiveness of the Chairman. The Board Committees are assessed in terms of accountabilities and responsibilities and the success of the Committees in achieving its objectives. For the financial period ended 31 December 2023, the annual assessment was conducted by the company secretary through questionnaires sent to each director and encompasses an assessment of the performance of the Board as a whole, the Board Committees and individual Directors (via self and peer assessment) as well as the independence of Independent Directors, and Board evaluation on environmental, social and governance or sustainability. The NRC also reviewed the term of office and performance of the AC and its members in line with the requirement under paragraph 15.20 of the MMLR. Based on the Corporate Governance Guide issued by Bursa Securities, the assessment of the AC includes an assessment of the quality and composition, skills and competencies, and meeting administration and conduct. Integrated Report 2023 151
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