30 MSC BERHAD PRINCIPLE A- BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II Board Composition (cont’d) 5.0 Board decisions are made objectively in the best interests of the Company taking into account diverse perspective and insights. (cont’d) 5.3 The Board recognises the importance of independence and objectivity in the decision-making process. The Board is committed to ensure that the independent directors are capable to exercise independent judgment and act in the best interest of the Group. The independent directors of the Company fulfill the criteria of “Independent” as prescribed under MMLR. They act independently of management and are not involved in any other relationship with the Group that may impair their independent judgment and decision making. 5.4 The Board will consider the current composition and the tenure of each member when there is need of appointment or re-appointment. Any recommendation from Nomination Committee for appointment or reappointment will consider carefully with due consideration given to the mix of expertise and experience that may contribute to a more effective Board. The Nomination Committee reviews and assesses the Board composition periodically to ensure that it has balance mixed skills and business experience to contribute to the success of the Group. The assessment is merit based. 5.5 In accordance with the Company’s Constitution, all Directors shall retire from office at least once every three (3) years but shall be eligible for re-election. At the forthcoming AGM, Mr Eng Shao Hon and Datuk Mat Noor Bin Nawi are retiring by rotation pursuant to Clause 105 of the Company’s Constitution. Mr Eng Shao Hon and Datuk Mat Noor Bin Nawi are standing for re-election pursuant to Clause 105 of the Company’s Constitution. Their profiles are set out in Board of Directors’ Profile of this Annual Report. 5.6 The Board is supportive of the recommendation of MCCG and recognises the importance of boardroom diversity to the establishment of workforce gender diversity policy. As of the date this Statement, the Board currently has one (1) female director out of six (6) Board members, the Group is working towards achieving the Country’s aspirational target of achieving 30% representation of women on board. 5.7 The Board used a variety of approaches and sources to ensure that it can identify the most suitable candidates. This may include sourcing from a directors’ registry and open advertisement or the use of independent search firm. Currently, the appointment of candidates for non-executive director position were sourced from recommendation made by the existing Board member, management or major shareholders. 5.8 During the financial year ended 30 June 2024, five (5) Board meetings were held. The summary of attendance at the Board meetings held in the financial year ended 30 June 2024 is as follows: - Name of Directors Member Attendance Datuk Wira Farhash Wafa Salvador 5/5 Wong Kok Chau 5/5 Eng Shao Hon 5/5 Datuk Mat Noor Bin Nawi 5/5 Dato’ Sri Ismail Bin Ahmad 5/5 Elisa Tan Mun-E 5/5 Directors’ Training and Continuing Education Programme All Directors of the Company are encouraged to continuously attend relevant training programmes to enhance their knowledge and skill are in line with the ever-changing corporate laws, rules and regulations, especially in the areas of corporate governance and regulatory development, to enable them to discharge their responsibilities effectively. Corporate Governance Overview Statement (cont’d)
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