ENRA Group Berhad Annual Report 2019

21 ENRA GROUP BERHAD ∞ Annual Report 2019 page Corporate Governance Overview Statement PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (cont’d) II. Board Composition (cont’d) Accordingly, and taking into account of the experience, qualifications, capabilities and knowledge of the Company’s Independent Non-Executive Directors, the Board is satisfied that the current Board composition fairly reflects the interests of the Company’s minority shareholders and is adequate to ensure that the highest standards of corporate governance, ethical conduct and integrity are maintained by the Company for the benefit of all stakeholders. In this regard, the Board through the BNRC, will review the size and composition of the Board and its Board Committees annually to determine if the Board and the Board Committees have the right size and sufficient diversity that fit the Company’s objectives and strategic goals. During the financial year under review, the Board had, upon the recommendation by the BNRC, approved the redesignation of Mr Loh Chen Yook as Independent Non-Executive Director of the Company with effect from 29 November 2018. After having conducted an assessment, the BNRC was satisfied that Mr Loh not only fulfilled the criteria of an Independent Director pursuant to the MMLR, he has demonstrated ability to bring independent judgement to Board deliberations along with values such as impartiality, objectivity and consideration for all stakeholders’ interest. III. Remuneration The BNRC is responsible for recommending to the Board the appropriate remuneration of the Directors to ensure that the Group attracts and retains Directors of the necessary calibre, experience, knowledge and quality needed to manage the Group successfully. The BNRC considers the principles recommended by the MCCG in determining the Executive Directors’ remuneration, whereby the Executive Directors’ remuneration is designed to link rewards to the Group’s performance. The remuneration of the Non-Executive Directors is determined in accordance with their experience and the level of responsibilities assumed. The determination of the remuneration of the Non-Executive Directors is a matter for the Board to consider and individual Directors do not participate in decisions regarding their own remuneration package. The Company reimburses reasonable expenses incurred by the Non-Executive Directors in the course of their duties as Directors. The Board adopts a remuneration policy for the Non-Executive Directors to provide clear and guiding principles for determining the remuneration of the Board and is reviewed by the BNRC annually. Details of the remuneration of the Directors of the Company for the financial year ended 31 March 2019 are provided in the CG Report. PRINCIPLE B – EFFECTIVE AUDIT AND RISK MANAGEMENT I. Audit and Risk Management Committee The Board has established an Audit and Risk Management Committee (“ARMC”) to provide robust and comprehensive oversight on the financial reporting matters as well as the external and internal audit processes. The ARMC comprises four members, all of whom are Independent Non-Executive Directors. The Chairman of the ARMC is the Senior Independent Non-Executive Director who is not the Chairman of the Board. The Board upholds the integrity of financial reporting by the Company. As such, it has established procedures, via the ARMC, in assessing the suitability and independence of the external auditors. Such procedures entail the provision of written assurance by the external auditors, confirming that they are, and have been, independent throughout the conduct of the audit engagement with the Company in accordance with the independence criteria set out by the Malaysian Institute of Accountants. The ARMC has met with the external auditors without the presence of the Executive Directors and Management twice during the financial year ended 31 March 2019.