ANNUAL REPORT 2024 81 PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION (CONT’D) Appointment of Board members The appointment of new Board member is under the purview of the NRC whose primary responsibilities are to evaluate, assess and recommend candidates for the Board’s approval. In reviewing and recommending to the Board on the appointment of new Board member, the NRC considers the candidate’s ability to discharge such responsibilities/function as well as the candidate’s competencies, commitment, contribution and performance, skills, knowledge, expertise and experience, professionalism, age, cultural backgrounds, leadership qualities and integrity. For appointment of Independent Director, considerations will also be given on whether the candidate meet the criteria for independence as prescribed by the MMLR of Bursa Malaysia and time commitment expected from them. In July 2023 and August 2023, the NRC reviewed the suitability of the candidates for the appointment of Executive Chairman and Independent Non-Executive Directors. The NRC was guided by the criteria for membership of the Board as stipulated in the Board Charter. The NRC also reviewed the confirmation of independence, individual bankruptcy status and conducted fit and proper assessment on the candidates based on the fit and proper declaration submitted by the candidates. Based on the NRC’s review, the Board determined that the candidates who are sourced from internal sources, have appropriate understanding of the conduct of the Group’s business, commitment, high ethical standards and experience to enable them to discharge their duties and responsibilities effectively. The Board subsequently approved the recommendation of the NRC on the appointment of the following Directors:- • YM Tengku Dato' Seri Abu Bakar Ahmad bin Tengku Tan Sri Abdullah as Executive Chairman on 26 July 2023; • Encik Ahmad Ridwan bin Abdullah as Independent Non-Executive Director on 26 July 2023; and • Ms Michelle Yong Voon Sze as Independent Non-Executive Director on 2 August 2023. The Board will consider sourcing from Directors’ registry or the use of independent search firms to identify the most suitable candidates for future Board position. The induction programme for the newly appointed Directors was conducted on in August 2023. In July 2023, the NRC reviewed and recommended for the approval of the Board the redesignation of Datuk Abu Hanifah bin Noordin from Executive Chairman to Executive Deputy Chairman and Chief Executive Officer of the Company. In May 2024, the NRC also conducted the fit and proper assessment on all the Directors who are seeking for re-election at the Sixteenth AGM of the Company. The Directors concerned have submitted their fit and proper declarations to the Company prior to the proposed re-election as Directors. Chairman of NRC In July 2023, CP(R) Dato' Mohd Khalil bin Kader Mohd has been redesignated as the Chairman of the NRC in place of Dato' Roseleen binti Buyong. OVERVIEW STATEMENT CORPORATE GOVERNANCE
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