GOVERNANCE 04 Sect ion Ranhi ll Ut i l i t i es Berhad 108 CORPORATE GOVERNANCE OVERV I EW STATEMENT BOARD COMPOSITION The Board has nine (9) members comprising five (5) Independent Non-Executive Directors (“INED”) and four (4) Non-Independent Directors (“NID”). The composition of the Board complies with BMLR which stipulates at least 2 directors or 1/3 of the Board whichever is higher, must be independent. Three (3) directors are women representing 33% of women on the Board and complies with Practice 5.9 of MCCG 2021. The Board also complies with the threshold of having at least one (1) woman on the Board under BMLR, which will come into effect by 1 June 2023. No alternate Directors sit on the Board of the Company. The following are the Board members and a brief role of each of them:- Chairman and Chief Executive Tan Sri Hamdan Mohamad The Chairman is also a Chief Executive of the Company (“Chairman & CE”). He is responsible for providing leadership to the Board and ensuring the effectiveness of Board in discharging its roles and responsibilities. He is also providing leadership to the key senior management and overseeing the business operation and performance of the Group for the effectiveness of governance and management of the Group. Senior Independent Director (“SINED”) Datuk Abdullah Karim (appointed as SINED w.e.f. 13 November 2018) He is the designated contact point to whom shareholders may convey any concerns or queries on the affairs of the Company. The SINED serves as an alternative to the formal channel of communication with shareholders. He also provides a sounding board for the Chairman and serves as an intermediary for the other Directors, if necessary. Datuk Abdullah Karim can be contacted at Abdulk0608@gmail.com Independent Directors Non-Executive Directors (“INED”) Mr Lim Hun Soon @ David Lim Ms Leow Peen Fong Encik Abu Talib Abdul Rahman Dr Arzu Topal (international director) The INED provides objective and independent views, advice, and judgment on interests, not only of the Group, but also of shareholders, employees, customers, suppliers, and the many communities in which the Group conducts its business. INED makes significant contributions to the Group’s decisionmaking by bringing in the quality of detached impartiality. The Non-Executive Directors contribute operational and international experience, an understanding of the industry in which Ranhill operates, knowledge of financial markets and an understanding of the health, safety, environmental and community matters that are important to the Company. Executive Directors (“ED”) Datuk Seri Lim Haw Kuang Encik Amran Awaluddin (also Chief Operating Officer) Ms Zurina Abdul Rahim (also Chief Commercial Officer) Responsible for providing strategic leadership and overseeing the day-to-day operations and management within their specific areas of expertise or assigned responsibilities. Details of the Directors, including their qualifications, experience, date of appointment and independent status, are set out in the Board of Directors Profiles section in this Annual Report. The Board has taken note that the combined roles of the Chairman & CE is a deviation under Practice 1.3 of the MCCG 2021, which recommends that the role of Chairman & CE should be held by different individuals to ensure accountability and facilitates the division of responsibilities between them. The Board has taken the view that the combined roles of Chairman & CE are in the best interest of the Group. The Chairman & CE’s leadership, knowledge, and extensive experience in the business, operation, and culture of the Group bring significant and valuable contributions to Board and Group as a whole.
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