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Details of the different stages of the appointment process that the NRC followed are set out below:
During the year, the NRC held three (3) meetings, including a Joint NRC Meeting with its listed subsidiary,
FimaCorp, and extensively discussed the merits of the prospective candidates. On 27 February 2019, the
NRC recommended the appointment of two (2) Non-Executive Directors to the Board. The Board had at
its meeting on 27 February 2019, concurred with the NRC’s recommendations which culminated in the
appointment of Dato’ Idris bin Kechot and Datuk Anuar bin Ahmad as Independent Non-Executive Directors
of the Company effective 3 May 2019.
The new Directors were provided with a Director’s Kit containing the Company’s Constitution, Board Charter
and Board Committees’ Terms of Reference, Group policies and other key information. In accordance with
the Company’s Constitution, they are subject to the re-appointment by the Company’s shareholders at the
forthcoming AGM.
Profiles of Dato’ Idris bin Kechot and Datuk Anuar bin Ahmad can be found on Our Board of Directors section
of this Annual Report.
List of prospective new
candidates were provided
to the NRC.
NRC reviewed and evaluated the
candidates by taking into account
relevant factors such as experience,
skills, diversity, conflict of interest,
time commitment as well as the
personality fit with the existing Board
and the culture of the Group.
NRC shortlists candidates.
NRC Chairman and
Group MD met up with
the shortlisted.
NRC formalized their
recommendations to the
Board on the selected
candidates.
Board considered
and approved NRC’s
recommendations. The
appointment of new
Directors took effect upon
their acceptance of the
letter of appointment from
the Company.
step 5
step 4
step 3
step 2
step 1
The Non-Executive Directors are appointed to
offer a wide range of skills and experience which
enable them to advise, support and constructively
challenge Management, to provide independent
judgement on the Board’s discussions and to help
with the development of the Company’s strategy.
The Board, through NRC, reviewed the
independence of its Independent Non-Executive
Directors as part of its annual evaluation of Board
effectiveness. The Board is committed to ensuring
the Board comprises a majority of Independent
Non-Executive Directors.
Azizan bin
Mohd Noor
Appointed:
2 April 2003
Dato’ Rosman
bin Abdullah
Appointed:
5 May 2004
Dato’ Idris
bin Kechot
Appointed:
3 May 2019
Datuk Anuar
bin Ahmad
Appointed:
3 May 2019
Independence of Directors
Notwithstanding the fact that Encik Azizan bin
Mohd Noor and Dato’ Rosman bin Abdullah have
served on the Board as Independent Non-Executive
Directors for a cumulative term of more than nine
(9) years, the Board, having considered the matter
thoroughly, is of the opinion that Encik Azizan
bin Mohd Noor and Dato’ Rosman bin Abdullah
remain independent, in line with the criteria as
defined in the Bursa Listing Requirements and are
free from any relationship or circumstances that
could affect, or appear to affect, their independent
judgement. The Board is satisfied that the lengths
of their tenure have no impact on their respective
levels of independence or the effectiveness of their
contributions.
BothEncikAzizan binMohdNoor andDato’ Rosman
bin Abdullah have provided written declaration
to the NRC and the Board confirming that they
continue to fulfil the criteria of independence
in line with the Bursa Listing Requirements. The
Board will continue to review the independence of
the Company’s Independent Directors from time
to time to ensure that they have the necessary
competencies, skills and knowledge, and continue
corporate
governance
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