169 Our Governance S0 S1 S2 S3 S4 S5 ANNUAL REPORT 2021 CORPORATE GOVERNANCE OVERVIEW STATEMENT Board Committees To provide effective oversight and leadership, the Board is assisted by five (5) Board Committees. Similar to the Board, each Board Committee is supported by the Company Secretary, and they have unrestricted access to advice and counsel for the performance of their duties. CHAIRMAN MEMBERS Key Functions Determines criteria for Board or Board Committees’ membership, structure, responsibilities, and effectiveness; reviews the term of office and performance of the Board, other BoardCommittees, and individual Director; formulates and reviews the policies and procedures on human resource with regards to recruitment, appointment, promotion, and transfer of Senior Management. Reviews, assesses, and recommends to the Board, remuneration packages of MD, Company Secretary and Senior Management as well as matters relating to employees of the Group, limited to Collective Agreement for Non-Executives, Terms and Conditions of Executives, quantum of bonus and annual increment for employees. Composition BNRC shall comprise at least three (3) members, all of whom shall be NEDs with majority being Independent NonExecutive Directors (INEDs). Majority of BNRC members currently consist of INEDs. BOARD NOMINATION & REMUNERATION COMMITTEE (BNRC) Activities in 2021 • Composition of Board, Board Committees, and boards of subsidiaries. • Board Performance Evaluation and Board Improvement Plan. • Directors’ Trainings. • Remuneration of Board, MD, and Senior Management. • Establishment of Senior Management positions. • Corporate Scorecard and Senior Management KPI setting. • Board and Board Committee Succession Plan and Pool of Potential Directors. • Nomination, Appointment, Renewal and Succession Plan of Senior Management. • Talent Development. • Industrial Relation matters. • Board and Management Policies. Meeting Attendance: Wong Shu Hsien Non-Independent Non-Executive Director 7/7 Datuk Seri Yam Kong Choy Senior Independent Non-Executive Director 7/7 Datuk Zalekha Hassan Independent Non-Executive Director 7/7 Datuk Azailiza Mohd Ahad Independent Non-Executive Director 7/7
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