At the date of this Integrated Report, the Board saw changes made to its composition: i) The Board appointed Lieutenant General Datuk Ahmad Norihan Jalal (R) as Non-Independent Non-Executive Chairman and Mohammad Ashraf Md. Radzi as Non-Independent Non-Executive Director on 1 May 2024. ii) The Board expressed its gratitude and sincere appreciation to Fahmy Ismail for his leadership and dedicated service. On 15 May 2024, Fahmy Ismail resigned as Director and Acting Chief Executive Director of the Company. Article 117 of the Company’s Constitution provides that at every Annual General Meeting (AGM) of the Company, one-third of the Directors shall retire from the Board by rotation. If eligible, such Directors may offer themselves for re-election. Article 123 of the Company’s Constitution further provides that any new Directors appointed to fill a casual vacancy or as an addition to the Board shall hold office until the next following AGM and shall be eligible for re-election. Appointments of the Board are made via a formal, rigorous and transparent process, premised on meritocracy. The Board considers the current composition of the Board, the tenure of each Director on the Board and evaluates the need to bring new skills and perspectives to the Board. The Board takes into account objective criteria such as qualification, skills, experience, professionalism, integrity and diversity needed on the Board to help shape and steer the Group’s strategic direction. In the case of the appointment of an INED, the Board assesses the candidate’s ability to bring the element of detached impartiality and objective judgement to boardroom deliberations. Overall, the Board is of the view that the Board comprises a good mix of members with diverse academic backgrounds to provide for a collective range of skills, expertise and experience which are relevant to support the growth and cope with the complexities of the Group’s businesses. The Board is satisfied that there is mutual respect among Directors contributing to a democratic environment that allows for constructive deliberations and a robust decision-making process. Board Composition Age Composition Independent Non-Executive Directors Non-Independent Non-Executive Directors 43% 57% 6:1 ratio of male to female director 43% 14% 14% 29% <50 50-59 60-69 >70 Integrated Report 2023 105
RkJQdWJsaXNoZXIy NTkwNzg=