05 CORPORATE GOVERNANCE DATASONIC GROUP BERHAD 82 PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION (CONT’D) Board Assessment In April 2024, the Company Secretaries facilitated the NRC in carrying out the annual evaluation of the effectiveness of the Board, Board Committees and individual Directors. In May 2024, the NRC assessed the effectiveness of the Board, the Board Committees and the contributions of the Directors. The results indicated that the Board and Board Committees had been effective in discharging their functions, roles and responsibilities. The comments given by the Board members on the areas for continuous improvement were duly noted by the Board. The results of the evaluation exercise will form the basis of recommending for the re-election of Directors. The NRC also reviewed the tenure of each Director. Directors’ Retirement and Re-election In May 2024, the NRC assessed the performance, contributions, independence, fitness and proprietary of each Director who is due to retire and eligible to stand for re-election at the Sixteenth AGM, taking into consideration the results of the evaluation on the effectiveness of the Board, Board Committees and Directors’ self-assessment conducted for the financial year 2024, time commitment in discharging their roles and responsibilities, including attendance at Board or Board Committees meetings, briefings and site visitations; participation in continuing training programmes, contribution to the Board’s deliberation through their skills, knowledge, expertise and experience. Based on the outcome of the self-independent assessment, the NRC was satisfied that the Independent Directors, namely, Dato’ Ibrahim bin Abdullah, CP(R) Datuk Mohd Khalil bin Kader Mohd, Encik Ahmad Ridwan bin Abdullah and Ms Michelle Yong Voon Sze have complied with the independence criteria as set out in the MMLR of Bursa Malaysia and continue to bring independent and objective judgement to the Board deliberations. The NRC is satisfied that the following Directors who are retiring at the forthcoming Sixteenth AGM met the performance criteria required for an effective and committed Board:- • Mr Chia Kok Khuang and Encik Azrul bin Yahaya who are retiring in accordance with Clause 165 of the Constitution of the Company; and • YM Tengku Dato' Seri Abu Bakar Ahmad bin Tengku Tan Sri Abdullah, Encik Ahmad Ridwan bin Abdullah and Ms Michelle Yong Voon Sze who are retiring in accordance with Clause 156 of the Constitution of the Company. The Board approved the NRC’s recommendations for the re-election of the concerned Directors. Succession Planning The Board recognises the importance of identifying and retaining talent as key factor to the Group’s continued growth and success. The Succession Planning Guidelines adopted by the Board are intended to provide a general method to help the Group develop and implement its own succession planning process. The Guidelines are to ensure continuity of key management positions that exert critical influence on organisational activities, either operationally, strategically or both. OVERVIEW STATEMENT CORPORATE GOVERNANCE
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