142 YINSON HOLDINGS BERHAD | INTEGRATED ANNUAL REPORT 2023 BOARD LEVEL ROLES CORPORATE GOVERNANCE OVERVIEW STATEMENT COMPOSITION, EVALUATION AND CONTINUAL TRAINING Composition and Independence The Board of Directors of our Company consists of eleven (11) members, with three (3) serving as Executive Directors, two (2) as Non-Independent Non-Executive Directors and six (6) as Independent Non-Executive Directors (“INED”). To ensure a clear division of responsibilities, the Chairman and Group CEO have well-defined roles and responsibilities outlined in the Board Charter, which can be found on our Company’s website at www.yinson.com. With 54.55% of the Board comprising Independent Directors, the Company meets the requirement of having a majority of independent directors. As at the date of this Statement, none of the INEDs has served the Board for more than nine (9) years. The Board recognises that an appropriate balance and mix of skills, knowledge, experiences, backgrounds, and gender are essential for its effectiveness. The profiles of the Directors can be found on pages 126 to 131 of the Integrated Annual Report 2023. Chairman • Provide leadership and direction to the Board to achieve Board effectiveness. • Act as a liaison between Board and Management as well as Shareholders. Senior Independent Non-Executive Director • Highlight concerns of the Board in relation to the Company, which are sensitive and/or confidential in nature, to the Chairman. • Act 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 Chief Executive Officer (“Group CEO”). Independent Non-Executive Director • Provide objective and independent views and advice to safeguard the interests of the Company and Minority Shareholders. • Provide a broader view, independent assessments and opinions on Management proposals and strategies. Non-Independent Non-Executive Director • Monitor Company’s performance by overseeing Management’s performance. • Constructively challenge and contribute to the development of the Company’s strategies. Their vast experience allows them to bring valuable external perspectives that contribute significantly to the Board’s deliberations and decisions. Group CEO • Formulate and implement Group’s business strategies. • Oversee implementation of policies and decisions adopted by the Board. • Supervise day-to-day management, operations and business development of the Group. The roles of Chairman and Group CEO are held by separate individuals. Company Secretary • Advise the Board on corporate disclosures and compliance with relevant regulatory requirements, guidance and legislation. • Assist in monitoring and applying corporate governance developments and practices. • Provides updates and advice on statutory and regulatory requirements that may affect the Company and Directors’ duties and responsibilities.
RkJQdWJsaXNoZXIy NDgzMzc=