157 Our Governance S0 S1 S2 S3 S4 S5 ANNUAL REPORT 2021 CORPORATE GOVERNANCE OVERVIEW STATEMENT Nomination and Appointment of Directors The nomination and appointment of Directors is a vital process as it determines the Board composition and quality of Board members as well as their competency. BNRC is entrusted by the Board to review candidates for new appointments to the Board and determine the criteria for the selection of new Directors. The BNRC, in making its recommendation, 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 INEDs, BNRC will also evaluate the candidate’s ability to discharge such responsibilities or functions as expected of INEDs. The Board leverages on its members’ network, shareholders’ recommendation, and industry database to source for potential candidates for appointment to the Board. The process of appointment of INEDs is governed by the Company’s Framework for Appointment of Independent NonExecutive Directors which provides step by step procedures from the point of nomination up to the appointment. Directors’ Retirement and Re-election The Board, via BNRC, reviews the performance of Directors who are subject to retirement and re-election at the AGM through the annual Board Performance Evaluation together with other Directors. This is carried out by giving due regard to their 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 retirement and re-election at the AGM for approval. As provided under Rule 132 of the Company’s Constitution, a director who is newly appointed during the year shall retire at the AGM following his or her appointment. The following Directors who were appointed since the last AGM are standing for re-election and they have offered themselves to be re-elected at the forthcoming AGM:- Rule 134 of the Company’s Constitution provides 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 AGM. At the forthcoming AGM, the following three (3) Directors are to retire in accordance with Rule 134:- Dato’ Iskandar Mizal Mahmood Wong Shu Hsien Rohaya Mohammad Yusof Datuk Seri Yam Kong Choy Datuk Zalekha Hassan Wong Shu Hsien has offered herself to be re-elected at the forthcoming AGM, while Datuk Seri Yam Kong Choy and Datuk Zalekha Hassan have expressed their intention not to seek re-election as Directors of the Company, therefore they will retire as Directors of the Company upon the conclusion of the AGM. Diversity The Board believes that a balance of experience, skills, competency, expertise, diversity, and knowledge are key elements to introducing different perspectives into Boards’ discussions and to ensure better analysis of risks and opportunities to 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 diversity in gender, age, and cultural background of the existing Board members in seeking potential candidate(s) for new appointment on the Board. This helps ensure an appropriate balance between the experienced perspectives of long-serving Directors and new perspectives that bring fresh insights to the Board.
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