Malaysia Airports Holdings Berhad 170 >> Our Governance C o r p o r a t e G ov e r n a n c e O v e r v i ew S t a t e m e n t 5 NINEDs 6 INEDs Nomination and Appointment of Directors The nomination and appointment of Directors is a vital process as it determines the Board composition and the quality and competency that each member brings to the Board. In this relation, BNRC is entrusted by the Board to review candidates for new appointments to the Board and determine the criteria for the selection of new Director. In making its recommendation, BNRC will consider the following criteria in the selection of candidates: • Skills, knowledge, competencies, expertise, and experience. • Professionalism. • Integrity. • Diversity. • Commitment, contribution, and performance; and • In the case of candidates for the position of INEDs, the BNRC will also evaluate the candidate’s ability to discharge such responsibilities or functions as expected of the INEDs. The Board leverages on its members’ networks, shareholders’ recommendation, and industry database to source for potential candidates for appointment to the Board. A list of potential candicates of INEDs is maintained and regularly reviewed by BNRC. To ensure a structured approach in appointment of INEDs, the Company adopts a Framework for Appointment of Independent Non-Executive Directors which provides step by step procedures from the point of nomination up to the appointment of the INEDs. Re-election and Re-appointment of Directors In determining the Directors for retirement and re-election, one-third of the Directors, or a number nearest to one-third, who have been the longest in office since their last election shall retire by rotation at each Annual General Meeting (AGM). A director who is newly appointed during the year shall retire at the AGM following his or her appointment. The Board, via BNRC, reviews the performance of Directors who are subject to re-election or re-appointment at the AGM by giving due regard to his or her performance and the ability to continue to contribute to the Board in terms of knowledge, skills, and experience. The Board submits its recommendation to the shareholders on the re-election or re-appointment at the AGM for approval thereof. At the forthcoming 22nd AGM of the Company, the Directors who have been the longest in office and subject to re-election are YBhg. Dato’ Ir. Mohamad Husin, YBhg. Datuk Azailiza Mohd Ahad, and Mr. Ramanathan Sathiamutty, whilst the newly appointed Directors who are subject to re-election are YB. Dato’ Seri Diraja Dr. Zambry Abd. Kadir and YBhg. Dato’ Mohamad Nasir Ab. Latif and Puan Normah Osman. Balance, Diversity and Skills The Board believes that a balance of experience, skills, competency, expertise, diversity, and knowledge are the key elements for introducing different perspectives into the Boards’ discussions and to ensure better analysis of risks and opportunities in leading a long-term sustainable business. With such balance, our Board ensures the continuity of effective oversight and informed decision making with respect to issues affecting the Company. The Board considers the diversity in gender, age, and ethnicity of the existing Board members in seeking potential candidate(s) for new appointment on the Board. This helps to ensure an appropriate balance between the experienced perspectives of the long-term Directors and new perspectives that bring fresh insights to the Board. Malaysia Airports has always been supportive of the MCCG 2017’s recommendation that Large Companies should have at least 30% Women Directors. Currently, the Board has representation of four (4) Women Directors out of the total of eleven (11) Directors which make up exactly 30% of the Board composition. A Board Gender Diversity Policy has also been established since 2018 where it is provided that the Board will maintain at least three (3) Women Directors at all times and the minimum 30% Women Directors as members of the Board at all times. Board Composition
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