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The Board is guided by company laws and the Code of Ethics for Company Directors issued by the Companies
Commission of Malaysia in discharging its responsibilities. The Group’s Whistle-Blowing Policy aims to encourage
employees or other stakeholders to raise genuine concerns about possible improprieties in matters relating to
financial reporting, compliance and other malpractices or misconduct, in an appropriate manner and without fear
of reprisals or retaliation. All whistle-blowing reports are addressed to the Group MD or Chairman of the Audit
and Risk Committee.
II.
BOARD COMPOSITION
As at the date of this statement, the Board consisted of seven (7) Directors, including four (4) Independent
Non-Executive Directors and two (2) female Directors. The Board is satisfied that the current composition of
the Board takes into account the size of the Group, the optimal mix of knowledge, skills, experience, gender
diversity, independence, the requirement in numbers for its Committees and regulatory requirements.
The profile of each Board member, including each Director’s qualifications, experience and the term of office held
by each Director, is set out in Our Board of Directors section of this Annual Report and is also available on the
Company’s website.
Appointment process
Since the start of FYE2019, the NRC’s focus has been to refresh the composition of the Board; search for suitable
candidates to assume the role of Chairman and Independent Non-Executive Directors to supplement the
independence and knowledge of the existing Board and to ensure appropriate succession planning is in place,
taking into account the Group’s strategic direction.
The NRC considers the following factors when selecting new Directors and when recommending Directors to the
Board for appointment:
• the aim of having a majority of Independent Directors on the Board and of having an Independent Non-
Executive Chairman;
• the prospective candidates have appropriate range of skills, expertise, experience and diversity to discharge
the Board’s mandate;
• the potential conflict of interests; and
• the ability to devote sufficient time to meet his/her commitments as a Director of the Company as well as the
personality “fit” with the Board and the culture of the Group.
Independent
Non-Executive
Director
57%
Non-Independent
Non-Executive Director
29%
Non-
Independent
Executive
Director
14%
Male
71%
Female
29%
Board Diversity
Board Composition
appointments
since 1 april 2019
Dato’ Idris bin Kechot
Independent
Non-Executive Director
Appointed:
3 May 2019
Datuk Anuar bin Ahmad
Independent
Non-Executive Director
Appointed:
3 May 2019
Kumpulan Fima Berhad
(11817-V)
Annual Report 2019
74