Page 73 - S P Setia Annual Report 2016
P. 73

S P Setia Berhad Group                                 Our Business | Our Performance Review | Our Leadership and People   71
          Annual Report 2016                                        | Our Achievements and Accolades | Our Sustainability Statement
                                                                   | Our Governance | Our Financial Statements | Other Information

                                                                                Corporate Governance Statement

              2.2   Develop, Maintain and Review Criteria for Recruitment and Annual Assessment of Directors
                   Recruitment or Appointment of Directors and Boardroom Diversity

                   The Board takes cognisance of the need for diversity and inclusiveness in its composition which provides the Board the benefits
                   of different perspectives to bear on issues and sound decisions that are aligned to customer and investor needs. The Board
                   considers diversity from various areas, including gender, age, ethnicity, academic and professional qualification, experience and

                   During the year, the NRC reviewed the nomination of Dato’ Azmi bin Mohd Ali for appointment as a Non-Independent Non-
                   Executive Director of the Company. After having considered his legal qualification, experience and skills, which was necessary to
                   fill the vacancy arising from the resignation of Encik Zainal Abidin bin Jamal who was also of a legal background on 25 February
                   2016, the NRC recommended his appointment to the Board. The Board concurred with the recommendation of the NRC and
                   approved the appointment of Dato’ Azmi bin Mohd Ali as a Non-Independent Non-Executive Director of the Company on
                   3 March 2016.

                   The NRC reviews the composition of the Board on an annual basis to ensure the effective functioning of the Board to cope with
                   complexities, competition and changes, to meet the needs of S P Setia Group. In 2016, the NRC reviewed the mix of gender, age,
                   ethnicity, academic and professional qualification, experience, skills as well as length of service of the Directors of the Company so as
                   to achieve the objective of having a balanced board for effective stewardship of the Company. The NRC also reviewed the composition
                   of the Board Committees to ensure that the Board Committees were well represented by the Directors with the relevant skills to
                   discharge the responsibilities set out in their respective TORs. The NRC’s observations and recommendations were presented to the
                   While the Board values diversity, the Board adopts the view that the policy on the composition of the Board should be robust,
                   reflective and fulfil the prevailing and future needs of the Group. In this regard, while the Directors will endeavour to have a
                   befittingly diverse Board, appointments to the Board are based on merit.

                   The Board is satisfied that its composition reflects a balance of Independent and Non-Independent Directors with a mix of highly
                   qualified and experienced individuals who have distinguished themselves in the legal, financial, engineering, accounting, banking
                   and public service arenas. This combination of different professions and skills provides much insight and a diversity of perspectives
                   to lead and guide the Group in an increasingly complex and competitive business environment and for the continued successful
                   direction of the Group. The Board maintained its women’s representation of 30% of the Board composition as at 31 December 2016.

                   Apart from reviewing the appointment of a new Director, the NRC also reviewed and made its recommendation to the Board
                   on the re-appointment/re-election of Directors and changes to the composition of the Board Committees in 2016. The Board
                   reviewed the Directors who were subject to re-election at the Forty-first (41st) Annual General Meeting (“AGM”) held on 18 May
                   2016 (“41st AGM”) and recommended the re-election of Dato’ Khor Chap Jen, Dato’ Halipah binti Esa, Puan Noraini binti Che Dan,
                   Mr Philip Tan Puay Koon and Dato’ Azmi bin Mohd Ali, all of whom had offered themselves for re-election at the 41st AGM. The
                   changes to the Board Committees during the year were approved by the Board upon the recommendation of the NRC.

                   Pursuant to Section 129(6) of the Companies Act, 1965 the office of a director of or over the age of seventy (70) years became
                   vacant at every AGM unless he was re-appointed by a resolution passed at such an AGM of which no shorter notice than that
                   required for the AGM had been given and the majority by which such resolution passed was not less than three-fourths of all
                   members present and voting at such an AGM. Tan Sri Dato’ Seri Dr. Wan Mohd Zahid Bin Mohd Noordin,who was due to retire,
                   had offered himself for re-appointment at the 41st AGM of the Company. The re-appointment of Tan Sri Dato’ Seri Dr. Wan Mohd
                   Zahid was also reviewed and recommended by the Board.

                   Board Effectiveness Evaluation (“BEE”)

                   The BEE exercise is carried out on a yearly basis based on the approach and manner as reviewed and recommended by the NRC
                   and approved by the Board.

                   In FY2016, the Board performed an assessment on its effectiveness. The focus areas of the assessment included inter alia the Board
                   and Board Committees’ compositions, roles and responsibilities, time commitment and contribution of Directors during Board
                   and Board Committees’ meetings. The assessment also accorded an opportunity to the Directors to formally assess the quality
                   of information supplied by the Management. The BEE questionnaires were circulated to all the Directors for their evaluation.
                   Subsequently, the NRC and the Board had in August 2016, reviewed the outcome of the BEE. Areas requiring improvements were
                   also identified and action plans were recommended to the Board for approval for implementation.

                   On an overall basis, the Board was satisfied with the outcome of the BEE in the course of discharging their fiduciary duties as
                   Directors of the Company.
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