Dato9 Salleh Bin Mohd Husein and Dato9 Noor Rezan Binti Bapoo Hashim were appointed as the Independent Non-Executive Chairman and Senior Independent Non-Executive Director respectively on 7 May 2013 and both will be subject to the 12-year tenure limit for independent directors pursuant to the MMLR of Bursa Securities. As such, no shareholders9 approval will be sought at the forthcoming AGM on retention of both Dato9 Salleh Bin Mohd Husein and Dato9 Noor Rezan Binti Bapoo Hashim as Independent Non-Executive Directors. Save for Dato9 Salleh Bin Mohd Husein and Dato9 Noor Rezan Binti Bapoo Hashim, none of the other present Independent Non-Executive Directors of the Company has exceeded the 9-year tenure limit recommended by the MCCG. The Board acknowledges that gender diversity is one of the key attributes to an effective and balanced board. In this regard, it is committed to having female representation on the Board though no specific target percentage is set. The Board has adopted the Gender Diversity Policy and the Group ensures equal opportunity is given to an individual whether for appointment as a Director or employment within the Group, based on merits and not on any gender, age or racial bias. As at the FYE 31 August 2024, the Board has three (3) female members out of a total of nine (9) Board members, representing a percentage of approximately 33%. (a) Establishment of Nomination Committee The Nomination Committee comprises the following members: Chairman : Dato9 Noor Rezan Binti Bapoo Hashim (Senior Independent Non-Executive Director) Members : Tang Yuen Kin (Independent Non-Executive Director) Datu Dr Rashidah Binti Bolhassan (Independent Non-Executive Director) All the members are Independent Non-Executive Directors and the Chairman, Dato9 Noor Rezan Binti Bapoo Hashim is our Senior Independent Non-Executive Director. The full Terms of Reference setting out the Nomination Committee9s composition, meeting proceedings, functions and reporting procedures, can be viewed on the Company9s website, www.sasbadiholdings.com. The functions of the Nomination Committee under its Terms of Reference include, among others, assessing and recommending candidates for directorships to the Board and undertaking annual assessment of the effectiveness of the Directors individually and as a whole. A summary of activities carried out by the Nomination Committee during the FYE 31 August 2024 is as follows: • Reviewed the Board9s and Board Committees9 structure, size, composition and diversity, and was satisfied with the review given the size of the Group and its business operations; • Reviewed the assessment of performance of the individual Directors, the Board as a whole and the Board Committees, and the independence of the Independent Directors, and was satisfied with the experiences, contributions, competencies and mix of skills of the Directors to enable the Board and the Board Committees to discharge their respective duties and responsibilities effectively, as well as with the independence of the Independent Directors. It was also concurred from the assessment that the Board could work as a team and arrive at consensual decisions; • Reviewed and assessed the Directors who are subject to retirement by rotation and casual vacancy, before recommending to the Board the tabling for shareholders9 approval of the re-election of the said Directors at the previous Annual General Meeting (<AGM=) held on 30 January 2024; • Reviewed the need for continuous training and development by the Directors; • Reviewed the term of office and performance of the Audit Committee and each of its members and was satisfied that the Audit Committee had carried out its duties in accordance with its Terms of Reference; • Reviewed the list of key senior management (including their profiles) and their potential successors; and • Reviewed and recommended to the Board on the appointment of Mr Law En Ruey as Executive Director and Datuk Dr Amin Bin Senin as Independent Non-Executive Chairman. ANNUAL REPORT 2024 HOLDINGS BERHAD 60 Corporate Governance Overview Statement (continued)
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