Al-`Aqar Healthcare REIT Annual Report 2020

Governance Structure 81 Corporate Governance Statement PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) BOARD COMPOSITION (CONT’D) Tenure of the Independent Directors Save for Zainah binti Mustafa, the tenure of other Independent Directors does not exceed a cumulative term limit of nine years as provided under Practice 4.2 of the MCCG. Zainah has exceeded her tenure on the Board for a cumulative term of more than nine years since her appointment date. Pursuant to Practice 4.2 of the MCCG, she may be re-designated as Non-Independent Non-Executive Director in order to continue to hold office as a Director of the Manager or be re-elected as Non-Independent Non-Executive Director. Zainah has decided not to seek re-election at the next AGM. In view thereof, the Board with the recommendation of the NC agrees and supports her decision and will proceed to find a suitable candidate to replace Zainah as an Independent Non-Executive Director of the Manager subject to the approval of the SC so as to comply with the Bursa Listing Requirements as well as Practice 4.2 of the MCCG. Appointment of Board Members The Nomination and Remuneration Committee (“NRC”) is empowered to bring to the Board recommendations as to the appointment of any new Director(s) and member(s) of the senior Management team. The NRC is chaired by Dato’ Haji Mohd Redza Shah bin Abdul Wahid, who is an Independent Director. In deliberating the proposed appointment of any new Director(s) and senior Management team, the NRC is guided and takes into account the skills, knowledge and experience of the candidate as well as the structure of the Board and its Committees. The task of identifying suitably qualified candidates for appointment of Directors of the Board is carried out by the NRC and relies on multiple channels of recommendation, including endorsement from Board members, internal promotion from Management team and major shareholders. The Board acknowledges the recommendation of the MCCG pertaining to the establishment of boardroom gender diversity policy. However, the Board is of the view that the suitability of candidates is dependent on each candidate’s competency, skills, experience, character, time commitment, integrity and other qualities in meeting the needs of the Company, regardless of gender. However, the Board endeavours to have diversity of Board and its workforce in terms of gender, cultural background and age. Currently, the Board consists of a female Director out of its seven members.