20 ENRA GROUP BERHAD ANNUAL REPORT 2024 Corporate Governance Overview Statement (Cont’d) PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition The strength of the Board lies in the composition of its members, who have a wide range of expertise, extensive specialised experience in ENRA’s various business areas and diverse backgrounds. As of the date of this Statement, the Board consists of seven (7) members comprising five (5) Independent Non-Executive Directors and two (2) Executive Directors (including the President and Group Chief Executive Officer) which meets the requirement of Practice 5.2 of the MCCG 2021 where at least half of the Board comprises Independent Directors and in line with the requirements of Paragraph 15.02 of the MMLR of Bursa Securities. 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 NonExecutive 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 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 cognisance 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. At present, Tunku Afwida binti Tunku Abdul Malek, the only women representative on the Board, constitutes 14% of the Board Composition. 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. All the Directors had participated in the Board and Board Committees assessment and evaluation process for the financial year 2024. The performance evaluation of the Board for FYE 2024 included a review of the performance of the Board in addressing the Company’s material sustainability risks and opportunities to drive Environmental, Social and Governance strategy and implementation. 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 as well as their contribution to the Company. 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 AGM of the Company. The Company reimburses reasonable expenses incurred by the Non-Executive Directors in the course of their duties as Directors. During FYE 2024, the BNRC had undertaken the following activities in relation to remuneration matters: - (a) Considered and recommended the remuneration of the Non-Executive Directors for shareholders’ approval at the 31st AGM of the Company. (b) Reviewed the scorecard achievements for the Executive Directors.
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