GOVERNANCE 04 Sect ion Ranhi ll Ut i l i t i es Berhad 112 CORPORATE GOVERNANCE OVERV I EW STATEMENT The summary of the evaluation results for FY2022 are as follows:- (a) Effectiveness of Board and Board committees The overall rating indicates the present Board and Board committees’ members possess the right aptitude, competencies, skills, and experience which will enable the Board and its committees to perform and deliver strategic decision-making and leadership in the best interest of the Group and its shareholders and to maintain the standard of corporate governance. The Board took note of the comments and recommendations from the Board members. (b) Individual director performance The overall rating indicates the contribution and performance of each individual director were above the average. iv. Review of Directors standing for re-election In accordance with the Company’s Constitution, one-third (1/3) of sitting directors shall retire by rotation at each AGM. The Constitution further provides that all Directors shall retire from office at least once in every three (3) years. Based on the schedule of retirement by rotation, Datuk Seri Lim Haw Kuang, Datuk Abdullah Karim and Encik Abu Talib Abdul Rahman shall retire and are eligible for re-appointment at the forthcoming 9th AGM of the Company. Their profiles are set out on Page 91, 92 and 95 of the Annual Report. The NRC reviewed the retiring directors’ performance through the results of the BAE FY2022 and their fit and propriety confirmation. Based on the satisfactory performance through the BAE FY2022 and having conformed with the fit and propriety criteria, NRC and Board recommended for their re-appointment, subject to shareholders’ approval at the forthcoming 9th AGM of the Company. v. Review of tenure limit of INED The NRC reviewed the tenure of the INED to ensure compliance with the BMLR and MCCG 2021’s best practices. NRC tabled and highlighted to the Board the tenure of INED and its recommendations for addressing any gaps of skills and diversity that may arise due to the retirement of the INED who reaches the tenure limits. None of the INED has reached his/ her tenure limits in FY2022. vi. Review of status progress update reports from Group Human Resources (GHR) Among the GHR updates reviewed during the year are the Group’s succession planning, revision of procedures and policy, system & analysis upgrading, long-term incentive plan scheme, bonus and salary benchmarking. The NRC monitors the implementation and costings of the initiatives including digitalisation and automation proposed under the GHR Strategic Plan 2021 – 2026 which was approved in FY2021. BOARD DIVERSITY The composition of the Board influences the ability to fulfill its oversight responsibilities. An effective board enables board decisions to be made objectively in the best interests of the company taking into account diverse perspectives and insights. The composition of the Board shall be diverse in terms of age, skills, qualification, regional and industry experience, knowledge, cultural background, nationality and gender and ethnicity in order to encourage enhanced decision-making by harnessing different insights and perspectives. The Board also greatly considers the diversity of senior management and the workforce of the Group. Diversity as an objective was deployed in plans and targets to enhance the Company over the coming years. Details of the Board independence, gender diversity, age and skill sets are provided in the Board of Directors’ Profile on pages 88 to 98 of this Annual Report. The current Board composition in terms of gender, age, and ethnicity composition is as follows:- 22% 11% 67% AGE GROUP 40-50 51-60 61-70 56% 11% 33% ETHNICITY Malay Chinese Foreigner 67% 33% GENDER Male Female
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