CORPORATE GOVERNANCE OVERVIEW STATEMENT
II. BOARd COMPOSITION 1. Composition and diversity
The Company sees diversity as an essential component of effective decision-making. In any appointment, a number of aspects such as gender, age, education, experience, skills and knowledge are taken into consideration to form a diversified Board and Senior Management. The Board encourages women to take up board positions and has established the Board Diversity Policy with the objective of achieving at least ten per cent (10%) women representation. This policy is published on the Company’s website.
In line with the updated MMLR, the Company has adopted the Fit and Proper Policy for appointment and re-election of directors, considering all factors including character and integrity, experience and competence, and time and commitment. The policy is published on the Company’s website.
2. Independence and Tenure
Independent Directors make up sixty-seven per cent (67%) of the Board membership in compliance with Paragraph 15.02(1) of the MMLR and Practice 5.2 of the Code.
The Board also acknowledges Practice 5.1 and Practice 5.3 of the Code that the tenure of an Independent Director should not exceed a cumulative term limit of nine (9) years. The Independent Director is to relinquish its Directorship once the nine (9) years limit is reached.
3. Board Appointment and Re-election of directors The Board, through the BNRC, will consider the following factors for the appointment of new Directors and re-election of retiring Directors:
(i) Character and Integrity
• Probity
• Personal integrity
• Financial integrity
• Reputation
(ii) Experience and Competence
• Qualification, training, skills
• Experience and expertise
• Past performance/track record (iii) Time and Commitment
• Ability to discharge role
• Participation and contribution
The BNRC identifies suitable candidates from various sources with appropriate skill and experience. The Board will make the final decision on any proposed appointment after taking into consideration the recommendation from the BNRC.
Pursuant to the Company’s Constitution, one-third (1/3) of the Board is subject to retirement by rotation at each AGM provided always that each Director shall retire at least once in every three (3) years and the retiring Director shall be eligible for re-election at each AGM of the Company. Further, a retiring Director shall retain office until the close of the AGM at which he retires.
Details of the Directors who are retiring and standing for re-election at the Fifty-Seventh Annual General Meeting (‘57th AGM’) are reflected in the Notice of the Annual General Meeting as stated in the Annual Report 2022.
4. Annual Assessment
The BNRC is responsible for evaluating the performance and effectiveness of the entire Board, the Board Committees and individual Directors on a yearly basis. The annual assessments for the Board, Board Committees and individual Directors (including Independent Directors) were carried out on a self and peer assessment basis. The results were summarized and discussed at the BNRC meeting and also shared with the entire Board. The BNRC reviews the outcome of the evaluation and recommends to the Board on areas for continuous improvement and also for the purpose of forming the basis of recommending relevant Directors for re-election at the AGM.
The BNRC had in August 2022 assessed the effectiveness of the Board, its Committees and the contribution of each Director by identifying the strengths and weaknesses of the Board.
The assessment criteria used in the assessment of Board and Individual Directors include the Board’s mix of skills, knowledge, diversity, size and experience, core competencies and contribution of each Director. The Board Committees were assessed based on their roles and responsibilities, scope and knowledge, frequency and length of meetings, supply of sufficient and timely information to the Board and also overall effectiveness and efficiency in discharging their function.
The Board is comfortable that the skills and experience of the current Directors satisfy the requirements of the skills matrix. The Directors have diverse and relevant range of skills, backgrounds, knowledge and experience to ensure effective governance of the business.
5. Board Evaluation
The Board’s evaluation comprises performance evaluation of the Board and various Board Committees, Directors’ self-evaluation, Directors’
peer evaluation and assessment of the independence of the Independent Directors. The assessment is based on four (4) main areas relating to board structure, board operations, Board and Chairman’s roles and responsibilities and Board Committees’
roles and responsibilities. For Directors’ peer evaluation, the assessment criteria include abilities and competencies, calibre and personality, technical knowledge, objectivity and the level of participation at Board and Committee meetings including his or her contribution to Board’s processes.
CORPORATE GOVERNANCE OVERVIEW
STATEMENT
6. directors Training
All Directors have attended the Mandatory Accreditation Programme as required by the MMLR.
The Board members are also encouraged to attend training programmes conducted by highly competent professionals and which are relevant to the Group’s operations and business.
In March 2022, the Company conducted an in-house training programme for Board Members and Management to keep abreast on the development and the importance of Environment, Social and Governance moving forward.
Listed below are the training programmes attended by Directors during the FY2022:
dIRECTORS TRAINING(S)
1. Datuk Seri Johari
bin Abdul Ghani • In House Training – Environment, Social and Governance (‘ESG’) – Terminology, Principles and Structure
• Virtual MIA International Accountants Conference 2022 – Leading ESG, Charting Sustainability
2. Dato’ Ahmad Ibnihajar • In House Training – Environment, Social and Governance (‘ESG’) – Terminology, Principles and Structure
3. Mohammad Farish Nizar
bin Othman • In House Training – Departmental Level – Building Effective Management and Leadership Skills (BML)
• In House Training – Corporate Governance (Awareness Level)
• Webinar Series: Fundamentals of Personal Taxation
• Company Secretaries Training Programmes Essential 1.0 – Part C
• In House Training – Environment, Social and Governance (‘ESG’) – Terminology, Principles and Structure
• Fross & Sullivan Think Tank – How Is The Russia-Ukraine Conflict Driving Global Macroeconomics Shifts
4. Datuk Haji Mohd Haniff
bin Haji Koslan • In House Training – Environment, Social and Governance (‘ESG’) – Terminology, Principles and Structure
• Webinar on Net Zero Emissions – The Pathway to Business Resilience 5. Datuk Norliza
binti Abdul Rahim • Section 17A of the MACC Act 2009 – The Introduction of Corporate Liability
• Rapid Bus Transformation Lab Opening
• In House Training for Boustead Holdings Berhad – Entitled Related Party Transactions Simplified
• BHIC Board of Directors Retreat
• Rapid Bus Transformation Lab Closing
• UDA Holdings Berhad Board Retreat
• Webinar Mental Health – Royale Chulan
• In House Training – Environment, Social and Governance (‘ESG’) – Terminology, Principles and Structure
• MICG – Webinar on Governance, Ethics and a Code of Conduct 6. Megat Joha bin Megat
Abdul Rahman • BDO Tax Budget Webinar 2021
• SC’s Audit Oversight Board Conversation with Audit Committees
• In House Training – Environment, Social and Governance (‘ESG’) – Terminology, Principles and Structure
7. Kasinathan a/l Tulasi • Securities Commission (‘SC’) Guidelines on Conduct of Directors and Implications to both Directors and Management
• In House Training – Environment, Social and Governance (‘ESG’) – Terminology, Principles and Structure
8. Tee Beng Thong • In House Training – Environment, Social and Governance (‘ESG’) – Terminology, Principles and Structure
dIRECTORS TRAINING(S) 9. Ahmed Fairuz
bin Abdul Aziz • Transformative Innovation Reshaping Business Realities in Extraordinary Times
• Corporate Governance Regulatory Updates for the Capital Markets
• Managing Culture to Prevent Misconduct
• In House Training – Environment, Social and Governance (‘ESG’) – Terminology, Principles and Structure
• 9th Governance in Procurement Conference 2021 – Procurement Digitalisation for the Future
III. REMUNERATION