Fraser & Neave Holdings Bhd Annual Report 2021

EVALUATION OF BOARD, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS SELF/PEER The Board is kept abreast of developments in the area of Board performance assessment. A formal evaluation process is in place to assess the e!ectiveness of the Board as a whole. The evaluation of the Board and Board Committees, Directors Self/Peer and Independent Directors are facilitated by the NomCom annually. An external consulting firm is engaged to carry out the evaluation to ensure that the process remains robust and thorough. The annual Board evaluation is based on Board composition, Board role and functioning, information management, managing company’s performance, Board priorities, Chief Executive O&cer performance management and succession planning, Director development and management, sustainability and risk management. The Board Committees are assessed based on structure, responsibilities, right mix of capabilities, experience and skills and process while the individual Directors’ self/peer assessments are based on objectivity, participation, independence, integrity, knowledge and abilities and personal commitment. The effectiveness of the Audit Committee (“AuditCom”) and its members along with independence of Directors are also assessed. Evaluation results of the Board and Board Committees are respectively presented to the NomCom and Board at meetings whereas evaluation results of the Directors are sent to the Board Chairman and the respective Directors. The NomCom reviews the evaluation results of the Directors who are due for retirement by rotation and casual vacancy before making recommendation to the Board for re-election. In addition to the above, the NomCom also reviews the term of o&ce and performance of the AuditCom and its members annually to determine that the AuditCom and its members have carried out their duties in accordance with the Terms of Reference of AuditCom. SUMMARY OF ACTIVITIES UNDERTAKEN BY THE NOMCOM DURING FINANCIAL YEAR 2021 The NomCom held four meetings in the financial year ended 30 September 2021 (“Financial Year 2021”) and discussed inter-alia the following matters: (a) assessed the independence of Independent Directors, namely Y.Bhg. Dato’ Sri Johan Tazrin bin Hamid Ngo, Mr. David Siew Kah Toong, Puan Aida binti Md Daud, Puan Faridah binti Abdul Kadir, Y.Bhg. Datuk Mohd Anwar bin Yahya and Y.Bhg. Datuk Kamaruddin bin Taib and reviewed their yearly confirmation on independence; (b) considered candidates recommended by Directors and external sources including LeadWomen and identified a suitable candidate to fill the anticipated casual vacancy arising from Y.Bhg. Dato’ Sri Johan Tazrin bin Hamid Ngo’s retirement as an Independent Non- Executive Director at the Company’s AGM to be held in January 2022 in view of his nine-year term ending on 22 January 2022; (c) reviewed and recommended the appointment of Y.Bhg. Dato’ Ng Wan Peng as an Alternate Director to Y.Bhg. Dato’ Sri Johan Tazrin bin Hamid Ngo; (d) reviewed and recommended re-election of Directors who are due for retirement for shareholders’ approval at the AGM held on 19 January 2021; (e) reviewed and recommended the NomCom Report for the Financial Year 2020 for inclusion in annual report; (f) evaluated training needs of Directors and noted the training programmes attended by Directors; (g) reviewed the appointment of an external consulting firm, Aon Solutions Singapore Pte Ltd (formerly known as Aon Hewitt Singapore Pte Ltd) (“Aon Solutions”), to conduct a yearly evaluation of the Board, Board Committees, Directors Self/Peer and Independent Directors for the Financial Year 2022 onwards; (h) reviewed and noted the results of the evaluation of the Board and Board Committees for the Financial Year 2021 presented by Aon Solutions and proposed action plans to be taken; (i) reviewed the NomCom’s evaluation results for the Financial Year 2021; (j) reviewed the e!ectiveness of the AuditCom and its members and was satisfied with the performance of the AuditCom and its members. Also reviewed and noted the term of office of the AuditCom and its members; and (k) reviewed the required mix of skills, knowledge, experience and other qualities which non-executive directors should bring to the Board along with diversity in gender, nationality, age, culture, socio-economic background and tenure. Governance 135 Fraser & Neave Holdings Bhd ! Annual Report 2021