Integrated Annual Report 2023 2 3 4 5 6 7 8 9 1 225 CORPORATE GOVERNANCE OVERVIEW STATEMENT Board Effectiveness Assessment The Board, through the NRC, conducts a yearly Board Effectiveness Assessment (“BEA”) of its performance and activities. As the Company is not a Large Company, the BEA for FY2023 was facilitated by the Company Secretary via an online portal. The BEA is divided into 5 sections which covers key topics and include forward looking elements as follows:- All responses/feedbacks are handled confidentially to ensure that Directors provide honest feedback. A summary of the key issues raised is then collated and presented in a report to the NRC and the Board. Based on the results of the BEA, the Board Criteria Matrix was updated. The skills criteria in the matrix are constantly reviewed to ensure it covers the relevant knowledge/skills 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 identify any gaps in Board composition and use these gaps as criteria for selecting of new Board members. The results of the FY2023 did not indicate any material weaknesses or shortcomings identified that warrant specific action plans. 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 is satisfactory. The results also revealed that the Board is satisfied that the Managing Director/Chief Executive Officer and Chief Financial Officer of the Company have the character, experience, integrity, competence and time to effectively discharge their roles. The Board is also satisfied that each Board member is able to devote sufficient time to the Company. Board evaluation: Structure, Operations & Interactions, and Roles & Responsibilities 1. Structure 2. Operations & Interactions - Meetings - Papers - Communications 3. Roles & Responsibilities - General Responsibilities - Strategy Planning - Performance Management - Human Capital - Risk Management & Internal Control - ESG Directors’ self and peer evaluation Assessment of mix of skills and experience Assessment on Board committees Independent Director’s self-assessment Contribution to interaction Leadership/ Stewardship AC Tan Sri Dr. Azmil Khalid BGRC Dato’ George Stewart LaBrooy NRC Rowina Ghazali Seth BTC Jenifer Thien Bit Leong BIC Dato’ Dr. Omar Abd Hamid Regulatory Experience & Network General Management Sector/Service Experience Entrepreneurship Others Quality of Input Understanding of Role Chairman’s Role Note: A Director who is appointed with a tenure of less than 2 months is exempted from participating in the BEA 2023.
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