148 YINSON HOLDINGS BERHAD | INTEGRATED ANNUAL REPORT 2024 SUSTAINABILITY GOVERNANCE Our commitment to driving the sustainability agenda from the top is reaffirmed with the establishment of the BRSC. The BRSC’s primary purpose is to assist the Board in its oversight responsibilities, in particular, to ensure the Group’s strategic plans support long-term value creation and sustainability goals and take into account sustainability considerations. Additionally, the TOR for the MSC was further enhanced to incorporate SC responsibilities. This enhancement explicitly outlines the MSC’s responsibilities in overseeing the Group’s ESG-related framework, strategy, priorities, targets, and policies. The aim is to ensure that the Group’s initiatives align with and support the Group’s sustainability commitments. BOARD COMPOSITION AND INDEPENDENCE The Board consists of eleven (11) members, with three (3) Executive Directors, two (2) Non-Independent Non-Executive Directors and six (6) Independent Non-Executive Directors (“INEDs”). With 54.55% of the Board comprising Independent Directors, the Company meets the requirement of having a majority of independent directors. In determining independence, Independent Directors must be able to provide objective challenge to the Management and be willing to defend their perspectives for the good of the Group. Additionally, there should be no business or other relationships likely to affect or which could appear to affect their judgment. During the BEE exercise for FYE 2024 (“BEE 2024”), the INEDs conducted a self-assessment of independence based on criteria set by regulatory provisions as well as emerging and leading practices and “independence in thought and mind” in accordance with MCCG 2021. Following the BEE 2024, all the INEDs were declared independent and free from any business or other relationship which could interfere with their ability to exercise independent judgment or act in the best interests of the Group. As at the date of this Statement, all INEDs have a tenure not exceeding nine (9) years. The Board recognises that an appropriate balance and mix of skills, knowledge, experiences, backgrounds, and gender are essential for its effectiveness. Board diversity The Company is committed to having a Board and Senior Management that reflect the diversity of our workforce and stakeholders in the countries where we operate. The Board and Senior Management are committed to creating an inclusive work environment which encourages members from diverse backgrounds, perspectives and skills to work together towards a common objective. The Board has approved a Diversity, Equality & Inclusion Policy & Procedure for Board, Senior Management and Officers and Employees which is available on our corporate website. We firmly believe that diversity is essential for the success of our business. As of now, the Company has achieved 36% female representation on the Board, which is a significant milestone. We remain dedicated to advancing further in this area and increasing female representation on our Senior Management team. We recognise the value that diversity brings to our organisation, and we remain committed to fostering a workplace culture that promotes inclusivity and equality. BOARD INDUCTION To ensure our directors are fully equipped with the knowledge and skills to effectively execute their roles, new members receive a personalised induction, tailored to their experience, background and understanding of the Group’s operations and environment. This induction programme includes direct interactions with Senior Management to foster a firsthand understanding of our operations, access to past Board and other key governance papers, and other pertinent materials essential to their roles within the organisation. A tailored induction programme was arranged for Puan Fariza binti Ali @ Taib (“Puan Fariza”) upon her appointment on 31 May 2023. This programme included one-on-one sessions with the CEOs of respective business units, providing an overview of their businesses. Board of Directors, pg 131 - 136. Sustainability Review, pg 92 - 130.
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