CORPORATE GOVERNANCE OVERVIEW STATEMENT Cont’d PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS cont’d II. Board Composition cont’d Nomination and Corporate Governance Committee cont’d During the FYE 2022, two (2) NCGC meetings were held. The NCGC has undertaken the following key activities in discharging its duties: (i) Reviewed and assessed the performance and effectiveness of the Board as a whole, Board Committees and the performance of each Director. (ii) Reviewed the composition of the Board and Board Committees. (iii) Reviewed the terms of office and performance of the Audit Committee and each of its members. (iv) Reviewed the independence of the Independent Non-Executive Directors. (v) Reviewed the character, experience, integrity, competence and time commitment of each Director, Group CEO and the Group Financial Controller. (vi) Reviewed and recommended the re-election of Directors at the 6th AGM of the Company held on 17 June 2022. (vii) Reviewed and recommended to the Board the adoption of the Directors’ Fit and Proper Policy. (viii) Reviewed the Terms of Reference of the NCGC and recommended the proposed revisions thereto for the Board’s approval and adoption. (ix) Reviewed the training programmes attended by the Directors and assessed the training needs of all Directors. (x) Reviewed the composition of Risk Management Committee and recommended the proposed changes of the composition of the Risk Management Committee to the Board for consideration. (xi) Reviewed the Diversity Policy, Succession Planning Policy, Sustainability Policy, Whistle-Blowing Policy, Code of Conduct, Code of Ethics, Corporate Disclosure Policy, Directors’ and Key Senior Management Remuneration Policy, Directors’ Assessment Policy and recommended the proposed revisions thereto proposed by the respective Board Committees for the Board’s approval and adoption. Board Appointment The NCGC has been entrusted with the responsibility to identify, evaluate, select and recommend to the Board of any suitable candidate with the required credential to be appointed as a director of the Company, either to fill a casual vacancy or as an addition to meet the changing needs of the Group. In selecting a suitable candidate, the NCGC takes into consideration the candidate’s character, experience, integrity, competence and time commitment, as well as the candidate’s directorship in other companies, having regard to the size of the Board, and the required mix of skill and diversity required for an effective Board. For the appointment of an Independent Non-Executive Director, the NCGC would also assess whether the candidate meets the requirements for independence based on the criteria prescribed in the MMLR of Bursa Securities. ANNUAL REPORT 2022 52
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