ENRA Group Berhad Annual Report 2021

CORPORATE GOVERNANCE ENRA Group Berhad | Annual Report 2021 24 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition (Cont’d) The Directors 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 ENRA’s Independent Non-Executive Directors, the Board is satisfied that the current Board composition fairly reflects the interests of ENRA’s minority shareholders and is adequate to ensure that the highest standards of corporate governance, ethical conduct and integrity are maintained by ENRA 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 ENRA’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. ENRA 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 ENRA for the financial year ended 31 March 2021 are provided in the Practice 7.1 of the CG Report. PRINCIPLE B – EFFECTIVE AUDIT AND RISK MANAGEMENT I. Audit and Risk Management Committee The Board has established an 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. In line with the requirements of Paragraph 15.09 (1)(c) of the MMLR of Bursa Securities, one of the members of ARMC is a member of the Malaysian Institute of Accountants. 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 ENRA 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 2021. CORPORATE GOVERNANCE OVERVIEW STATEMENT