UEM EDGENTA BERHAD ANNUAL REPORT 2021 1 2 3 4 5 6 7 GOVERNANCE 141 140 CORPORATE GOVERNANCE OVERVIEW STATEMENT Board Mix of Skills and Experience The profile of each Directors is set out on pages 110 to 119 of this Annual Report. Leadership/Stewardship Leadership Experience 100% Strategic Planning 90% Human Capital Developer 90% General Management Accounting/Financial/ Banking 100% Risk/Audit 70% Tax Planning 50% Regulatory Experience & Network Regulatory Experience 70% Government Relations 40% International Experience 80% Sector/Service Experiences Consultancy and Project Management 40% Asset Management 30% Property Development/ Property Management 60% Healthcare 10% Oil & Gas 30% Entrepreneurship Entrepreneurial Experience 60% Sales/Marketing 40% Others ICT 20% Education 40% Legal 20% Public Relations and Communication 60% Engineering 30% Fast-Moving Consumer Goods (FMCG) 20% Merger & Acquisition 80% Corporate Finance 80% Crisis and Business Continuity Management 10% ESG/Sustainability 40% Infrastructure 30% Board Effectiveness Assessment The Board Effectiveness Assessment (“BEA”) is an exercise performed annually. The evaluation process involved an online questionnaire which covered key topics and included forward looking elements as follows:- Composition and Operation of Board Committees Independence of Directors Mix of Skills and Experience Board Operations and Interactions Board Roles and Responsibilities Board Structures BOARD EFFECTIVENESS ASSESSMENT CORPORATE GOVERNANCE OVERVIEW STATEMENT Based on the results of the BEA, the Board Criteria Matrix was updated. The skills criteria in the matrix are constantly reviewed to ensure that it covers the relevant knowledge/skills that are required for the businesses of the Company. The Board Criteria Matrix is considered an important tool in ensuring the diversity of the Board in terms of experience and expertise. With this matrix, the Board is able to identify any gaps in Board composition and use these gaps as criteria for selection of new Board members. For the FY2021 evaluation, the Board had considered the engagement of an external independent expert. However, in view of COVID-19 and the recent change in Board composition, the Board had agreed that the engagement of independent expert is put on hold and would be revisited in due course. Hence, the BEA was facilitated by the Company Secretary via an online portal. All feedbacks are handled in a confidential manner to ensure that Directors give their honest feedback. A summary of the key issues raised was then collated and presented in a report to the NRC and the Board. The results for FY2021 did not indicate any material weaknesses or shortcomings identified that warrant specific action plan to address the same. The results of BEA indicated that the performance of the Board, Board Committees and individual Directors had been effective in their overall discharge of functions, roles and duties. The level of independence demonstrated by the Independent Directors are satisfactory. The results also revealed that the Board is satisfied that the Managing Director/Chief Executive Officer and Chief Financial Officer of the Company has the character, experience, integrity, competence and time to effectively discharge their roles accordingly. REMUNERATION The Directors’ remuneration is reviewed from time to time and is determined at levels which enable UEM Edgenta Group to attract and retain Directors with the relevant experience and expertise needed to manage the Group effectively. To ensure the Board Remuneration framework remain its competitiveness and is sufficient to attract, retain and motivate individuals to serve on the Board of UEM Edgenta Group despite the COVID-19 pandemic situation, the remuneration framework was reviewed in August 2020. The Board had then approved the recommendation by the NRC to maintain the existing Board Remuneration framework and the framework review to be revisited in the near future. Additionally, the Company also has its own Remuneration Policy for Non-Executive Directors drawn up to strengthen the Company’s commitment to attract and retain talented and well qualified directors while being financially cautious. This policy was reviewed by NRC and approved by the Board on 8 December 2020. For transparency purpose, the policy is published at the Company’s website at www.uemedgenta.com. Supply Chain & Logistic Operations 10%
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