GOVERNANCE Sect ion 04 Annual Report 2022 111 CORPORATE GOVERNANCE OVERV I EW STATEMENT ACTIVITIES OF NOMINATING AND REMUNERATION COMMITTEE (“NRC”) The NRC assists the Board in reviewing the structure, composition, size and skill set of the Board, including providing advice to the Board on the retirement and appointment of additional and/ or replacement Directors. The NRC is chaired by Datuk Abdullah Karim, Senior Independent Non-Executive Director and comprises all Independent Non-Executive Directors. The detailed roles and responsibilities of the NRC as set out in its TOR are available at Ranhill’s website at www.ranhill.com.my. NRC shall meet at least two (2) times annually. During FY2022, NRC has met five (5) times to review and consider the key agenda of the Group, and the meetings were attended by all members. Key Activities of NRC during FY2022/2023 are as follows:- i. Review of Board composition for Board effectiveness The NRC conducts the annual review of the Board composition concurrently with the assessment of the Board’s annual performance to identify and assess any gaps in terms of skills, competencies, experience, or diversity (“Diverse Perspectives”) in strengthening the effectiveness of Board composition. A review of the gaps will also be taken in the event there were resignations or retirement of the director or the need arises to align with the Group’s strategies as well as to ensure the Group is consistently compliant with the BMLR and adopting the best corporate governance practice. In reviewing and selecting director candidates, it will base on a range of diverse perspectives without discrimination on gender, age, religion, and ethnic group. In this regard, the Company may receive the nomination of the director candidates from the directors or shareholders. Nonetheless, the ultimate decision will base on the merit and the potential contribution of the selected candidate would bring to the Board. The assessment of the director candidates whether for appointment/re-appointment/re-election shall be conducted as per the Directors’ Fit and Proper Policy of the Group. A director shall be a person of high calibre, integrity and credibility, and possess the necessary skills and experience to effectively discharge the Board’s responsibilities and for driving the Group’s growth and future direction. As reported in the previous Annual Report 2021, there were three (3) new appointments of directors in FY2022 namely Dr Arzu Topal, Encik Amran Awaluddin and Cik Zurina Abdul Rahim on 15 April 2022, among which, to strengthen the Board composition and align with the Group’s needs. Their reelection as Directors had obtained the shareholders’ approval at the Company’s 8th AGM held on 2 June 2022. ii. Review of Directors’ Fit and Proper Policy In line with Enhanced Director Amendments of BMLR introduced by Bursa Malaysia Berhad through their circular dated 19 January 2022 in pursuance of Paragraph 15.01A of the BMLR, the NRC had reviewed the Directors’ Fit and Proper Policy (“the Policy”) of the Group and tabled to the Board for its approval for adoption by Ranhill and its Group as guidelines for the appointment and re-appointment/re-election of the directors. This is to ensure each of the directors possesses the necessary character, experience, integrity, competence, and time commitment to effectively perform their roles and responsibilities as Directors. The Policy is available on Ranhill’s website at www.ranhill.com.my. iii. Conduct of Board Annual Evaluation (“BAE”) FY2022 The BAE FY2022 was carried out in the manner as prescribed below upon receiving NRC Chairman’s advice on his review of the Questionnaire. The Company Secretary facilitates the conduct of the BAE:- Review of Questionnaire and the necessary enhancements in line with BMLR, MCCG 2021 and ESG Circulation of Questionnaire to the Board by the Company Secretary Directors feedback is compiled and tabled the reports to NRC NRC Chairman tabled the findings and NRC recommendation to Board The assessment criteria used in the performance evaluation are as follows:- 1 Board and Board committees assessment Board Mix and Composition, Quality of Information and Decisions, Board Activities, ESG, Roles and Responsibilities of Board committees, 2 Individual director assessment Fit and propriety, contribution and performance, calibre, integrity and personality.
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