2018 UEM Edgenta Annual Report

A2. BOARD COMPOSITION The Board currently has ten (10) members, comprising a Non-Independent Non-Executive Chairman, one (1) Executive Director, two (2) Non-Independent Non-Executive Directors and six (6) Independent Non-Executive Directors. One third (1/3) of the Board comprises of Independent Non-Executive Directors, in compliance with Paragraph 15.02(1) of the Listing Requirements. For year 2018, the Company had 60% Independent Non-Executive Directors and 40%Women Directors on Board. DETAILS STATUS Independent Directors (MCCG 4.1 - Majority Independent) Independent Non-Independent 60% 6 4 Gender (MCCG 4.5 - 30% women directors) Male (6) Female (4) 40% Age Below 50 years 50 to 60 years 61 to 70 years 70 years above (average age) 1 4 4 1 60 Tenure on Board Less than 1 year Between 1 – 5 years Between 6 – 8 years Above 8 years (independent directors above 9 years) 3 6 0 1 0 Ethnicity/ Nationality Malay Chinese Others Malaysian Foreigner 6 2 2 10 0 The profile of each Director is set out on pages 42 to 51 of this Annual Report. For the financial year 2018, the Board also consisted of an Alternate Director, En. Mohd Shahazwan Mohd Harris. He is an Alternate Director to Dato’ Noorazman Abd Aziz. However, he has since resigned on 28 February 2019. Through the NRC, the annual Board Effectiveness Assessment (“BEA”) was conducted to identify the strengths and weaknesses of the Board operations and established a common understanding of the Board’s roles and responsibilities with a view to maximise Board performance. The Board via NRC evaluates the overall Board’s performance against criteria that the Board determines are important to its success. The evaluation criteria includes the Board’s structure, operations and interaction and roles and responsibilities of the Board and its committees. In addition, the BEA also includes the evaluation on the Board’s composition in regards to the mix of skills, character, experience, integrity, competence and time commitment. Based on the feedbacks from the BEA, the Board Criteria Matrix is updated and was used as a tool to search for a suitable potential new board candidates. The Board Criteria Matrix is deemed an important tool to ensure the diversity in the Board in terms of experience and expertise. With the Board Criteria Matrix, the Board is able identify any gap areas of the Board composition. Upon determining the preferred criteria for the proposed new board member, the Board sought recommendation from existing Board Members, Management and Major Shareholders, requested recommendation from independent sources such as NAM Institute for the Empowerment of Women (NIEW) and Lead Women Sdn Bhd and desktop searches were also conducted to identify suitably qualified candidates. CORPORATE GOVERNANCE OVERVIEW STATEMENT Management Discussion & Analysis UEM Edgenta Berhad Annual Report 2018 About UEM Edgenta Chairman’s Statement 114