The Board through the NRC, assesses the appropriate skills, experience, independence and diversity as part of its selection process. The NRC is empowered also to review and evaluate the composition and performance of the Board annually as well as assessing qualified candidates to occupy Board positions. INDEPENDENCE The Board recognises the important contributions that INEDs make to good corporate governance. All Directors, regardless of their independent status are required to act in the best interest of the Company and to exercise unfettered and independent judgement. To date, all the INEDs satisfy the following criteria: independent from Management and free from any other relationship which could interfere with their independent judgement or the ability to act in the best interests of the Company. not involved in the day-to-day operations of the Company. declared their interest or any possible conflict of interest in any matter tabled prior to the commencement of Board meeting. BOARD EFFECTIVENESS EVALUATION The Board Effectiveness Evaluation (BEE) is to evaluate the performance of the Board, Board Committees and individual members of the Board as well as identifying any gaps or areas of improvement, where required. The Board reviews its performance, the Board Committees and individual Directors on an annual basis based on a set of predetermined criterias deliberated by the NRC. During the year under review, the NRC deliberated and assessed the overall performance and effectiveness of the Board and Board Committees. The Board through the NRC reviewed the outcome of the BEE and noted the findings and areas that required further improvements. The NRC is satisfied that the composition of the Board and Board Committees has fulfilled the criteria required and features the right blend of knowledge, experience and appropriate skills. The NRC is also of the view that the Board and Board Committees are committed to the highest standards of good governance and the Board continues to be considered as an excellent Board with satisfactory support from the Management. The findings of the evaluation for individual Directors will also be used as a basis for determining the re-election of Directors at the AGM of the Company. OUR SUSTAINABILITY COMMITMENT The Board together with the Management take responsibility for the governance of sustainability in the Group, including setting its sustainability strategies, priorities and targets. A designated senior employee is tasked to focus on the management of sustainability strategically, including integration of sustainability considerations in the Group’s operations. The Board acknowledges that our long-term success and continued relevance are dependent on the prosperity and trust of the communities we serve and the availability of ecosystem services we benefited from. Our financial outcomes are inexorably linked to our ability to manage ESG risks and opportunities as much as we recognise that an inclusive society built on human dignity and the responsible use of natural capital is essential for all of us to thrive. The Board ensures that the Group’s sustainability strategies, priorities and targets as well as performance against these targets are communicated to all stakeholders. Board decisions are made after considering views of the INEDs which carry substantial weight. They fulfil their roles in ensuring that strategies proposed by Management are deliberated and examined taking into account the interests of the shareholders and stakeholders. In reviewing the independence of INEDs, the NRC adopts a qualitative approach. This entails an assessment on whether they possess the intellectual honesty and moral courage to advocate professional views without fear or favour. The Board is cognisant of the rebuttable presumption that extended tenure leads to entrenchment. As such, the Board remains watchful for such indicators of entrenchment amongst long serving INEDs. Upon completion of nine years as INED, an INED may continue to serve on the Board as a Non-Independent Non-Executive Director. If the Board intends to retain an INED beyond nine years, it will provide justification and seek annual shareholders’ approval through a two-tier voting process. In this regard, the Board will undertake a rigorous review to determine whether the ‘independence’ of the INED has been impaired. Integrated Report 2023 107
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