150 YINSON HOLDINGS BERHAD | INTEGRATED ANNUAL REPORT 2024 Nominating related matters • Recommended the re-appointment and re-election of Directors at the Annual General Meeting (“AGM”). • Recommended the appointment of a new Director. • Recommended the appointment of additional members to the Board Committees. • Reviewed the board succession planning. • Reviewed the board skills matrix. Remuneration related matters • Reviewed and recommended for the Board, the payment of Directors’ Fees and Directors’ benefits. • Reviewed the proposed increase in fees and meeting allowances for Board Committees. • Reviewed Executive Directors and Senior Management remuneration packages including comparison to external benchmarks. • Reviewed and approved the award of Restricted Share Units under the ESS2023 Scheme. Board Effectiveness Evaluation • Reviewed and recommended the assessment tool and approach for BEE with respect to the performance of the Board, individual directors and Board Committees, including the outcome of the exercise. • Reviewed and recommended the action plans in response to the outcomes of the BEE. Governance • Reviewed and recommended the establishment and implementation of ESS2023. • Reviewed the proposed revision to the TOR of the NRC, the By-Laws for the Company’s ESS2015 and the disbandment of the ESSC. • Reviewed and approved the Board Development Plan. Among the key activities of the NRC during FYE 2024 are as follows: BOARD APPOINTMENTS The NRC regularly reviews the balance of skills, knowledge, experience, and length of service of the Board members. This review is conducted in accordance with the recommendations of MCCG 2021 and the Corporate Governance Guide (4th Edition) of Bursa Malaysia Securities Berhad. In identifying suitable qualified candidates, the NRC takes into consideration various sources, such as the Women Directors’ Registry, Institute of Corporate Directors Malaysia, and external headhunters. The NRC conducts a rigorous and transparent selection process for the appointment of new Directors. The appointment of a new Director is a matter for consideration and decision by the Board upon recommendation from the NRC. In making recommendations, the following areas will be considered:- • Objective criteria, merit and with due regard for diversity in skills, qualifications, experiences, core competencies, ethnicity, age, cultural background and gender; • Current composition and tenure of each director to achieve the balance and composition required by the Company; • Skills matrix in order to strengthen Board leadership and oversight of sustainability; • Fit & Proper assessment; • His/her existing board positions; and • His/her integrity and governance practices. SELECTION & APPOINTMENT PROCESS Induction programme Analyse and identify needs of the Board Shortlist candidate for interview Due diligence/assessment process Board approval Source candidate Conduct interaction with candidate Nominate candidate to the Board Appointment process During FYE 2024, the Board welcomed Puan Fariza as a Non-Independent Non-Executive Director. Puan Fariza possesses an extensive background in investment management, with a focus on areas such as treasury management, asset management, and pension funds. The Board believes that Puan Fariza’s addition to the Board will continue to uplift Board effectiveness as she discharges her duties and responsibilities, enhancing the quality of decision-making and performance of the Board as a whole. The composition of the Board Committees was further enhanced with the appointments of Puan Sharifah Munira bt. Syed Zaid Albar to the NRC and Mr Gregory Lee to the BRSC. Both appointees underwent induction sessions with the Group Chief Human Resources Officer as well as the Group, Head of Governance, Risk, and Compliance. This holistic approach aims to seamlessly integrate the appointees into their new roles, equipping them with the essential knowledge and resources necessary to effectively fulfil their responsibilities.
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