OUR GOV ERNANCE www.malaysiaairports.com.my 189 PRINCIPLE BOARD LEADERSHIP AND EFFECTIVENESS A Board Composition The Board currently comprises six (6) Non-Independent Non-Executive Directors (NINEDs) and five (5) Independent NonExecutive Directors (INEDs). The current Board composition complies with the provision of the Company’s Constitution and exceeds the minimum requirement of one-third for INEDs as set out in the Listing Requirements. The Board took cognisance of the recommendation of Practice 5.2 of MCCG 2021 with regards to composition of boards of Large Companies to comprise majority INEDs. However, the composition of the Board is subject to the provision of the Constitution of the Company. Rule 113 of the Constitution states that the Minister of Finance Incorporated (MOF Inc), the Special Shareholder, shall have the right from time to time: - The composition of the Board reflects the interest of MOF Inc which is adequately represented by the appointment of their nominees without compromising the interest of other shareholders. At present, one (1) of the NINEDs is a nominee director from Khazanah Nasional Berhad (KNB), the largest shareholder of the Company. Another NINED is a nominee director from Employees Provident Fund (EPF), another major shareholder. The INEDs represent the minority shareholders’ interest and their independent voice carries a significant weight in the Board’s decision-making process. On 2 June 2022, Malaysia Airports bade farewell to Datuk Seri Yam Kong Choy and Datuk Zalekha Hassan who retired as INEDs upon the conclusion of 23rd AGM. Malaysia Airports then welcomed Datuk Johan Mahmood Merican, representative of Minister of Finance Incorporated (MOF Inc) from Ministry of Finance (MOF) on 29 June 2022. To appoint any person; or To nominate any acting director (with the consent of the Director concerned) to be a Government Appointed Director so that there shall not be more than six (6) Government Appointed Directors at any time comprising: (i) The Chairman of the Board. (ii) The Managing Director. (iii) One (1) representative each from the Ministry of Finance and the Ministry of Transport; and (iv) Two (2) other representatives as may be determined. Thereafter, Malaysia Airports also bade farewell to Rosli Abdullah who resigned as INED on 1 July 2022. On 25 July 2022, the Company welcomed Tan Sri Mohamad Salim Fateh Din and Cheryl Khor Hui Peng as INEDs. On 3 December 2022, Malaysia Airports bade farewell to Dato’ Seri Diraja Dr. Zambry Abd Kadir who resigned as a Non-Independent Non-Executive Chairman and then welcomed Tan Sri Datuk Zainun Ali who was nominated by MOF Inc. as Non-Independent Non-Executive Chairman on 17 February 2023. The Directors’ profiles are available on pages 149 to 159 of this Annual Report. The Board regularly reviews its composition and the composition of Board Committees to ensure appropriate balance, and the presence of the required skills and experience at all times. CORPORATE GOVERNANCE OVERVIEW STATEMENT
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