Page 105 - MSM_AR2020
P. 105

SUSTAINABILITY     EFFECTIVE        CORPORATE        FINANCIAL        ADDITIONAL    DETAILS OF THE ANNUAL
                   REPORT         LEADERSHIP       GOVERNANCE        STATEMENTS       INFORMATION    GENERAL MEETING













            RE-APPOINTMENT AND RE-ELECTION OF DIRECTORS

            In accordance with the Constitution of the Company, the newly appointed Directors during the year must offer themselves
            for re-election at the first Annual General Meeting (“AGM”) following their appointment and one-third of the Directors for the
            time being shall retire from office at least once in every three (3) years and shall then be eligible for re-election. The Directors
            to retire in every year shall be those who, being subject to retirement by rotation, have been longest in office since their last
            election or appointment. A retiring Director shall retain office until the close of the general meeting at which he retires.
            The performance  of  those  Directors  who  are subject  to  re-appointment and  re-election  of  Directors  at  the  AGM are
            assessed by NRC whereupon recommendations are submitted to the Board for decision on the tabling of the proposed
            re-election of the Director concerned for Shareholders’ approval at the next AGM.
                                                                                                                       103
            As evaluated by NRC and recommended by the Board, the following are to be re-elected at the forthcoming 10  AGM:
                                                                                                    th
              Director                                                      Designation             Provision
              a)   Dato’ Haris Fadzilah Hassan                            Non-Independent      Re-election pursuant to
                                                                        Non-Executive Director      Clause 99
              b)   Datuk Lim Thean Shiang                                   Independent        Re-election pursuant to
                                                                        Non-Executive Director      Clause 99
              c)   Dato’ Amir Hamdan Hj Yusof                             Non Independent      Re-election pursuant to
                                                                        Non-Executive Director      Clause 105           MSM MALAYSIA HOLDINGS BERHAD   Annual Report 2020
            The election of each director will be conducted separately.

            The Directors who are standing for re-election have met the Board’s expectations, have continued to perform in an exemplary
            manner and have contributed to the Board’s deliberations.
            To assist Shareholders in making their decisions in the re-election of Directors, sufficient information such as personal profiles,
            attendance at Board and Board Committee meetings and the shareholdings in the Company of the Directors standing for
            re-election are furnished in this Annual Report.

            Apart from the evaluation carried out on the Directors above who are standing for re-election at the forthcoming  AGM,
            NRC also has carried out evaluation process for two (2) Independent Directors, namely Datuk Lim Thean Shiang (“Datuk Lim”)
            and Dato’ Rosini Abd Samad (“Dato’ Rosini”), who are approaching the expiration of the three (3) years tenure as Independent
            Directors of which the re-appointment is the Board reserve matters in accordance with the provision of Clause 108 of MSM
            Constitution. Based on the evaluation result, the Board has agreed to re-appoint both Datuk Lim and Dato’ Rosini who have
            not exceeded the maximum cumulative of nine (9) years since their appointment dates, in accordance with the provisions
            under the MSM Constitution, Board Nomination and Re-election Policy and Board Charter.

            BOARD EFFECTIVENES ASSESSMENT

            CG Board Asia Pacific Sdn Bhd (“CG Board”) was engaged in May 2020 as the Independent Facilitator to facilitate the Board
            effectiveness assessment process for year assessment 2019/2020 (“BEA 2019/2020”) in line with Practice 5.1 of the MCCG 2017.
            This is the second external Board effectiveness assessment done and it is in line with good Board governance practices.
            The scope of the BEA 2019/2020 was extensive and covered the core drivers or 10 domains influencing the effective functioning
            of the Board, the Board Committees and the performance of the individual directors. It also covered the organisational
            performance as part of the Board’s role to drive long term sustainable value.
   100   101   102   103   104   105   106   107   108   109   110