With Transparency Embedded In Our Business Practices ANNUAL INTEGRATED REPORT 2022 193 Application of the Principles and Practices of the Malaysian Code on Corporate Governance 2021 (MCCG 2021) Practice Details Applied/Departure/ Adopted/Not Adopted/Not Applicable Page PRINCIPLE A : BOARD LEADERSHIP AND EFFECTIVENESS 4.5 (Step Up) The board identifies a designated person within management, to provide dedicated focus to manage sustainability strategically, including the integration of sustainability considerations in the operations of the company. Adopted 123 5.1 The Nomination Committee should ensure that the composition of the board is refreshed periodically. The tenure of each Director should be reviewed by the Nomination Committee and annual re-election of a Director should be contingent on satisfactory evaluation of the director’s performance and contribution to the board. Applied 135, 136 5.2 At least half of the board comprises independent directors. For Large Companies, the board comprises a majority independent directors. Applied 106, 107, 130 CG Report 2022 5.3 The tenure of an Independent Director does not exceed a term limit of nine years. Upon completion of the nine years, an Independent Director may continue to serve on the board as a non-independent director. If the board intends to retain an Independent Director beyond nine years, it should provide justification and seek annual shareholders’ approval through a two-tier voting process. Not Applicable - Step Up 5.4 Adopted 135 5.4 (Step Up) The board has a policy which limits the tenure of its independent directors to nine years without further extension. Adopted 135 5.5 Appointment of board and senior management are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. Directors appointed should be able to devote the required time to serve the board effectively. The board should consider the existing board positions held by a director, including on boards of non-listed companies. Any appointment that may cast doubt on the integrity and governance of the company should be avoided. Applied 108-115, 118-125, 130, 138 5.6 In identifying candidates for appointment of directors, the board does not solely rely on recommendations from existing directors, management or major shareholders. The board utilises independent sources to identify suitably qualified candidates. If the selection of candidates was based on recommendations made by existing directors, management or major shareholders, the Nominating Committee should explain why these source(s) suffice and other sources were not used. Applied 138 CG Report 2022 5.7 The board should ensure shareholders have the information they require to make an informed decision on the appointment and reappointment of a director. This includes details of any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect their capacity to bring an independent judgement to bear on issues before the board and to act in the best interests of the listed company as a whole. The board should also provide a statement as to whether it supports the appointment or reappointment of the candidate and the reasons why. Applied Explanation Notes to AGM Notice and Statement Accompanying Notice of 15th AGM 5.8 The Nominating Committee is chaired by an Independent Director or the Senior Independent Director. Applied 115, 138 5.9 The board comprises at least 30% women directors. Applied 110, 112, 114, 130 5.10 The board discloses in its annual report the company’s policy on gender diversity for the board and senior management. Departure 160 6.1 The board should undertake a formal and objective annual evaluation to determine the effectiveness of the board, its committees and each individual director. The board should disclose how the assessment was carried out its outcome, actions taken and how it has or will influence board composition. For Large Companies, the board engages independent experts at least every three years, to facilitate objective and candid board evaluations. Applied 134-135
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