the Board Charter. The Board Charter is reviewed as and when required to be aligned with the practices recommended in the MCCG and provisions in the MMLR of Bursa Securities as well as current practices. The Chairman leads the Board in establishing and monitoring good corporate governance practices and carries out a leadership role in the conduct of the Board and in his relations with shareholders and other stakeholders. The primary responsibilities of the Chairman are, amongst others, as follows: • to lead the Board and to ensure the effectiveness of all aspects of the Board’s role; • to ensure the efficient organisation and conduct of the Board’s functions and meetings; • to facilitate the effective contribution of all Directors at Board meetings; • to promote constructive and respectful relations among Directors, and between the Board and Management; and • to ensure effective communication with shareholders and relevant stakeholders. II. Board Composition Throughout FY2023, the Board composition complies with Paragraph 15.02 of the MMLR of Bursa Securities whereby at least two (2) Directors or one-third (1/3) of the Board, whichever is the higher, are made up of Independent Non-Executive Directors as well as at least one (1) woman Director. The Board composition also adopts Practice 5.2 of MCCG which stipulates that at least 50% of the Board comprises Independent Non-Executive Directors. The Board, as at the date of this Statement consists of eleven (11) members, which are made up of one (1) Independent Non-Executive Chairman, six (6) Independent Non-Executive Directors of which three (3) of whom are woman directors, two (2) Non-Independent Non-Executive Directors and two (2) Executive Directors. The Board comprises members from diverse backgrounds ranging from property development, investments, finance and accounting, banking, audit, risk management, business and general management, information technology, public administration, mechanical, police force as well as food and beverages. The Directors provide the Group with diverse views and a wealth of expertise, experiences and networks to draw upon. The Board’s decisions are based on diverse perspectives/insights and are made objectively in the best interests of the Company. The profiles of the Directors are set out on page 136 to 141 in this Annual Report. III. Board Independence The presence of experienced Independent Non-Executive Directors has ensured proper check and balance in the Board, and provides unbiased and independent views, advice and judgement, besides playing key supporting roles. There is a clear division of responsibilities at the head of the Company. The Chairman and Group Executive Vice Chairman represent the Board to the shareholders and are responsible for the effective running of the Board. In FY2023, the Board welcomed Mr Din Tan Yong Chia who was appointed as Group Executive Director on 20 July 2023 and subsequently promoted to Group Managing Director on 19 March 2024. Madam Koh Huey Min was appointed as Independent Non-Executive Director of the Company on 5 October 2023. The Company announced the resignation of Encik Mohd Najib Bin Abdul Aziz and Dato’ Mohamad Lotfy Bin Mohamad Noh as Independent NonExecutive Directors on 5 October 2023 and 17 January 2024, respectively. Subsequently, Dato’ Dickson Tan Yong Loong has resigned as Group Non-Independent Non-Executive Director on 28 February 2024. The Group Executive Vice Chairman, CEO and Group Executive Director are fully responsible for the effective running of the Group’s operations and the implementation of the Board’s policies and decisions. The positions of Chairman, the Group Executive Vice Chairman and the Group MD are held by three (3) different individuals. The clear demarcation of responsibilities between the Chairman, the Group Executive Vice Chairman and the Group MD ensure a balance of power and authority, such that no individual or small group of individuals can dominate the Board’s decisionmaking. This is to ensure that the authority is legally binding on the Board and the Management. It is mandatory for all members of the Board to declare any of their interests in the transactions undertaken by the Group. In such instances, any interested Director(s) and the person related to the interested Director(s) shall abstain from deliberation and the decision-making process. Board Composition Independent Non-Executive Chairman Senior Independent Non-Executive Director Executive Directors Independent Non-Executive Directors 9.09% 0.00% 18.18% 54.55% Non-Independent Non-Executive Directors 18.18% 0 1 2 3 4 5 6 7 '30-39 '40-49 '50-59 '60-69 Age versus Number of Director Nationality/Ethnicity Malaysian Malay Malaysian Chinese Malaysian Eurasian 9.09% 72.73% 18.18% 148 ANNUAL REPORT 2023
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