CORPORATE GOVERNANCE OVERVIEW STATEMENT Part II – Board composition Intended Outcome 5.0 Board decisions are made objectively in the best interests of the company, taking into account diverse perspectives and insights. The Board currently comprises of eleven (11) members, of whom, three (3) are Executive Directors, two (2) are Non-Independent Non-Executive Directors, and six (6) are Independent Non-Executive Directors. The composition of the independent directors is 54.55%. Four (4) out of eleven (11) directors (36.36%) are women. Hence, the Company meets the requirement of having a majority of independent directors. The Board believes an appropriate balance and mix of skills, knowledge, experiences, backgrounds and gender contributes to the effectiveness of the Board. The tenure of all six (6) Independent Directors are less than six consecutive years. The profiles of the Directors are provided on pages 20 to 25, and Board Diversity charts can be found on page 20 of the Annual Report 2022. Diversity, Equality And Inclusion Policy & Procedure The DEI Policy & Procedure approved and adopted in December 2021 outlines the approach to achieve equity, diversity and inclusion across the business, communities and with all stakeholders. This policy applies to the Board, Senior Management, officers and employees of the Group. In designing the composition of the Board and Senior Management, diversity is considered from several aspects including age, colour, disability, ethnicity, family or marital status, gender, language, national origin, physical and/or mental ability, race, religion, status, and other characteristic. The Board delegates the responsibility of promoting a corporate culture that embraces diversity to the Human Resource Department and Group Chief Executive Officer. The DEI Policy & Procedure is available on the Company’s website at www.yinson.com. Selection & appointment process The NRC oversees the screening and selection of new directors as follow: Induction programme Appointment process Board approval Nominate candidate to the Board Conduct interaction with candidate Shortlist candidate for interview Source candidate Analyse and identify needs of the Board During the financial year under review, in cognisant of the importance of continuous development and keeping pace with transformation of technology, the NRC, after due consideration on the potential candidate who was solicited through an autonomous technology platform by Group Chief Executive Officer, had recommended to the Board the appointment of Mr Gregory Lee as Independent Non-Executive Director of the Company. Mr Gregory Lee with his exceptional knowledge and experience particularly in information technology, strategy and investment with proven and consistent track records in his senior roles in multinational corporations and conglomerates, would strengthen the composition, dynamic and diversity of the Board and consequently, continue to uplift the effectiveness of the Board by discharging his duties and responsibilities as well as enhance the quality of decision making and performance of the Board as a whole. Intended Outcome 6.0 Stakeholders are able to form an opinion on the overall effectiveness of the board and individual directors. The NRC conducted an annual evaluation on the effectiveness of the Board and Board Committees, evaluation of the individual performances of Directors, as well as reviewed the independence of Independent Directors. Additionally, the attendance of Directors at the Board and Board Committees meetings, time commitments and trainings attended were reviewed and considered. The Board has approved the engagement of an independent consultant, Boardroom Corporate Services Sdn Bhd, to provide Board Evaluation Services for FYE 2020. The aim is to form an objective and candid evaluation of the Board and Board Committees, facilitated through evaluation forms and one-to-one interviews. Results are tabled to the NRC which subsequently reports the findings to the Board. The evaluation of the Board by the independent consultant will be conducted at least once every three years, or as and when required. 190 YINSON HOLDINGS BERHAD GOVERNANCE
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