ENRA Group Berhad Annual Report 2020

ENRA Group Berhad - Annual Report 2020 21 CORPORATE GOVERNANCE OVERVIEW STATEMENT I. Board Responsibilities (Cont’d) The Directors have unrestricted access to all information pertaining to the Group’s business and affairs to enable them to carry out their duties effectively and diligently. The Board also has unrestricted access to the service of the Company Secretaries who are qualified to act under Section 235(2) of the Companies Act 2016. The Company Secretaries provide advisory services to the Board in relation to corporate governance matters and compliance with the relevant policies and procedures. II. Board Composition The strength of the Board lies in the composition of its members, who have a wide range of expertise, extensive experience and diverse backgrounds. As at the date of this Statement, the Board consists of eight members comprising five Independent Non-Executive Directors and three Executive Directors (including the President & Group Chief Executive Officer) which meets the requirement of Practice 4.1 of the MCCG where at least half of the Board comprises Independent Directors. The Directors, with their different backgrounds and specialisations, collectively bring with them not only the industry knowledge but also a wide range of experience and expertise in areas such as finance, engineering, strategic planning, economics and project management. There is no individual Director or group of Directors who dominates the Board’s decision-making. The Non-Executive Directors contribute significantly in areas such as policy and strategy, performance monitoring, allocation of resources as well as improving governance and controls. The Independent Non-Executive Directors apply objective and independent judgement to the decision-making process of the Board and provide the check and balance. 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. Nonetheless, the Board takes cognisant of the recommendation to have gender diversity on the Board. The Board through the BNRC is taking steps to ensure that women candidates are sought as part of its recruitment exercise when vacancies on the Board arise. The size and composition of the Board and its Board Committees will be reviewed 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. 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 caliber, 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 2020 are provided in the Practice 7.1 of the CG Report. PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS (Cont’d)