Dato’ Salleh Bin Mohd Husein and Dato’ Noor Rezan Binti Bapoo Hashim were appointed as the Independent Non-Executive Chairman and Senior Independent Non-Executive Director respectively on 7 May 2013 and both have exceeded a cumulative term of nine (9) years as prescribed under the MCCG. The Board through the Nomination Committee has undertaken relevant assessment and recommended that both Dato’ Salleh Bin Mohd Husein and Dato’ Noor Rezan Binti Bapoo Hashim be retained as Independent Non-Executive Directors based on the following justifications: • Confirmation and declaration that they met the criteria of Independent Director prescribed under Paragraph 1.01 of the Listing Requirements of Bursa Securities; • Confirmation and declaration that they have no conflict of interests with the Company and have not been entering/are not expected to enter into contract(s) especially material contract(s) with the Company and/or its subsidiary companies; and • Their length of service on the Board do not in any way interfere with their exercise of balance and objective views to Board deliberations. Their experiences and knowledge in the Group’s business and operations enable them to contribute effectively to Board deliberations and decision making. The Board acknowledges that gender diversity is one of the key attributes to an effective and balanced board. In this regard, it is committed to having female representation on the Board though no specific target percentage is set. The Board has adopted the Gender Diversity Policy and the Group ensures equal opportunity is given to an individual whether for appointment as a Director or employment within the Group, based on merits and not on any gender, age or racial bias. Currently, the Board has three (3) female members out of a total of eight (8) Board members, representing a percentage of approximately 38%. (a) Establishment of Nomination Committee The Nomination Committee comprises the following members: Chairman : Dato’ Noor Rezan Binti Bapoo Hashim (Senior Independent Non-Executive Director) Members : Tang Yuen Kin (Independent Non-Executive Director) Datu Dr Rashidah Binti Bolhassan (Independent Non-Executive Director) (appointed on 18 April 2023) Dato’ Salleh Bin Mohd Husein (Independent Non-Executive Chairman) (resigned on 18 April 2023) All the members are Independent Non-Executive Directors and the Chairman, Dato’ Noor Rezan Binti Bapoo Hashim is our Senior Independent Non-Executive Director. The full Terms of Reference setting out the Nomination Committee’s composition, meeting proceedings, functions and reporting procedures, can be viewed on the Company’s website, www.sasbadiholdings.com. The functions of the Nomination Committee under its Terms of Reference include, among others, assessing and recommending candidates for directorships to the Board and undertaking annual assessment of the effectiveness of the Directors individually and as a whole. A summary of activities carried out by the Nomination Committee during the FYE 31 August 2023 is as follows: • Reviewed the Board’s and Board Committees’ structure, size, composition and diversity, and was satisfied with the review given the size of the Group and its business operations; • Reviewed the assessment of performance of the individual Directors, the Board as a whole and the Board Committees, and the independence of the Independent Directors, and was satisfied with the experiences, contributions, competencies and mix of skills of the Directors to enable the Board and the Board Committees to discharge their respective duties and responsibilities effectively, as well as with the independence of the Independent Directors. It was also concurred from the assessment that the Board could work as a team and arrive at consensual decisions; • Reviewed and assessed the Directors who are subject to retirement by rotation and casual vacancy, before recommending to the Board the tabling for shareholders’ approval of the re-election of the said Directors at the previous Annual General Meeting (“AGM”) held on 16 February 2023; ANNUAL REPORT 2023 SASBADI HOLDINGS BERHAD 56 Corporate Governance Overview Statement (continued)
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