29 www.excelforce.com.my PRINCIPLE A- BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I Board Responsibilities (cont’d) 4.0 The company addresses sustainability risks and opportunities in an integrated and strategic manner to support its long-term strategy and success. (cont’d) 4.4 As addressing material sustainability risks and opportunities is the responsibility of the board and senior management, the performance evaluation of the board and senior management will consider how well the board and senior management have performed their respective roles. This may include, where applicable, progress against the achievement of sustainability targets. The performance evaluation should be conducted to promote accountability and identify issues that may require intervention by the board and/or senior management. Outcomes from the evaluations and next steps should also be shared with the company’s shareholders. II Board Composition 5.0 Board decisions are made objectively in the best interests of the Company taking into account diverse perspective and insights. 5.1 The Board consists of six (6) members. There are one (1) Executive Chairman, one (1) Managing Director, one (1) Executive Director and three (3) Independent Non-Executive Directors. The composition of the Board complies with paragraph 15.02 of the MMLR of Bursa Securities. The Managing Director and Executive Director oversee the management of the business and affairs of the Group. They are responsible for evaluating business opportunities and carrying through approved strategic business proposals, implementing appropriate systems of internal accounting and other controls, adopting suitably competitive human resource practices and compensation policies, and ensuring the Group operates within the approved budgets and business direction. The Independent Non-Executive Directors are independent of management and are free from any businesses or other relationships that could materially interfere with the exercise of independent judgement. They scrutinise the decisions taken by the Board and provide objectivity to the Management. The Board is made up of Directors with a wide range of skills, experiences and qualifications and they contribute their expertise and knowledge in areas such as accounting, finance, business management and specific industry knowledge which are relevant to the Group’s business. The Board operates in an open environment in which opinions and information are freely exchanged. Therefore, any concerns need not be focused on a single Director as all members of the Board fulfill this role individually and collectively. The Board collectively views that its current size complies with the MMLR and is effective. The Board will review, from time to time, the need to revise its size and composition of the Board and determine the impact and the effectiveness of any proposed change of its current size. 5.2 The Board noted the MCCG’s recommendation that the tenure of an independent director should not exceed a cumulative term of nine years. Upon completion of the nine years, an independent director may continue to serve on the Board as a non-independent director. In the event the Board intends to retain an independent director beyond nine years, it should justify and seek annual shareholders’ approval through a two-tier voting process. The Board holds the view that the ability of an Independent Director to exercise independence is not a function of his length of service as an Independent Director. The suitability and ability of an Independent Director to carry out his roles and responsibilities effectively are very much a function of his caliber, qualification, experience and personal qualities. Corporate Governance Overview Statement (cont’d)
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