CORPORATE GOVERNANCE OVERVIEW STATEMENT Independent NonExecutive Directors • P rovide objective and independent views and advice to safeguard the interests of the Company and Minority Shareholders. • P rovide a broader view, independent assessments and opinions on Management proposals and strategies. Senior Independent Non-Executive Director • H ighlight concerns of the Board that are sensitive to the Chairman. • A ct as an alternate contact person for Shareholders or other stakeholders for matters that cannot be resolved via normal channels of contact with the Chairman or Group CEO. Company Secretary • A dvise the Board on corporate disclosures and compliance with relevant regulatory requirements, guidance and legislations. • A ssist in the monitoring and application of CG developments and practices. • P rovides updates and advice on statutory and regulatory requirements that may affect the Company and Directors’ duties and responsibilities. Board meetings & access to information Directors are supplied with relevant information and reports, enabling informed decisions to be made and responsibilities to be effectively discharged. Board and Board Committee meetings are scheduled and communicated in advance prior to each calendar year to encourage maximum attendance rates. Meeting notices and papers, wherever possible, are uploaded to a digital meeting software and disseminated to Board and Board Committees’ members at least seven (7) days prior, allowing convenient direct access and sufficient time to review, consider and prepare for the meetings. The deliberations and decisions of the Board and Board Committees are recorded in minutes and circulated for confirmation/notation. The Board has direct access to the Senior Management and Company Secretaries and may obtain independent professional advice, if necessary, in accordance with procedures in the Board Charter. The attendance of the Directors at the Board and Board Committee meetings as well as the AGM during FYE 2022 are as below: NAME TYPE OF MEETING BOARD AC BRSC NRC ESSC AGM Lim Han Weng 7/7 1/1 1/1 Lim Chern Yuan 7/7 4/4 1/1 1/1 Bah Kim Lian 7/7 1/1 Lim Han Joeh 7/7 1/1 Dato’ Mohamad Nasir bin Ab Latif 7/7 5/5 4/4 1/1 Dato’ (Dr.) Wee Hoe Soon @ Gooi Hoe Soon 7/7 5/5 4/4 4/4 1/1 1/1 Raja Datuk Zaharaton binti Raja Zainal Abidin 7/7 5/5 4/4 4/4 1/1 1/1 Datuk Abdullah bin Karim 7/7 5/5 3/4 4/4 1/1 1/1 Rohaya binti Mohammad Yusof 7/7 1/1 Sharifah Munira bt. Syed Zaid Albar 7/7 1/1 Gregory Lee * 2/2 * Appointed as an Independent Non-Executive Director with effect from 1 October 2021. Intended Outcome 2.0 There is demarcation of responsibilities between the board, board committees and management. There is clarity in the authority of the board, its committees and individual directors. A clear demarcation of responsibilities between the Board, Board Committees and Management-level Committees is defined in the Board Charter. The Board Charter outlines the governance structure, authority and reserved matters for the Board. 185 ANNUAL REPORT 2022 GOVERNANCE
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