ENRA Group Berhad | Annual Report 2022 20 Accordingly, and taking into account 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. During the financial year, following the resignation of Dato’ Mazlin bin Md Junid, the President & Group Chief Executive Officer of the Company on 30 November 2021, Tan Sri Dato’ Kamaluddin bin Abdullah has been re-designated to assume the role of President & Group Chief Executive Officer on 1 December 2021. In line with gender diversity requirement by Bursa Securities, on 8 March 2022, Tunku Afwida binti Tunku Abdul Malek (“Tunku Afwida”), was appointed as an Independent Non-Executive Director subsequent to the resignation of Datuk Anuar bin Ahmad. The BNRC had reviewed and assessed the qualification, industry experience, integrity, competencies and time commitment of Tunku Afwida as well as confirmation of independence by Tunku Afwida, having been satisfied with all the credentials, the BNRC recommended her appointment to the Board for approval. The BNRC analysed and discussed the evaluation report on the effectiveness of the Board and Board Committees on an annual basis. The BNRC reviews the comments and areas of improvement highlighted in the evaluation reports. Save and except for Tunku Afwida who was appointed to the Board on 8 March 2022, all the Directors had participated in the Board and Board Committees assessment and evaluation process for the financial year 2022. 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 2021 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, and are subject to the prior approval of shareholders at the Annual General Meeting (“AGM”) of the Company. The Company reimburses reasonable expenses incurred by the Non-Executive Directors in the course of their duties as Directors. On 24 February 2022, the Board has formalised a Remuneration Policy for Directors and Senior Management which outlines the principles for the BNRC to determine and propose an appropriate level of remuneration for the Directors and Senior Management. The policy is available on the Company’s website at www.enra.my. Details of the remuneration of the Directors of the Company for the financial year ended 31 March 2022 are provided in Practice 8.1 of the CG Report. CORPORATE GOVERNANCE OVERVIEW STATEMENT
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