Fraser & Neave Holdings Bhd Annual Report 2019

A N N U A L R E P O R T 2 0 1 9 04 Governance 109 BOARD AND BOARD COMMITTEES EVALUATION AND I ND I V I DUA L D I REC TORS SE L F / PE ER EVALUATION The Board is kept abreast of developments in the area of Board performance assessment. A formal evaluation process is in place to assess the effectiveness 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 Officer 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 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 office and performance of the Audit Committee and its members annually to determine that the Audit Committee and its members have carried out their duties in accordance with the Terms of Reference of Audit Committee. SUMMARY OF ACT IVI T IES UNDERTAKEN BY NOMCOM DURING FINANCIAL YEAR 2019 The NomCom held three meetings in the financial year ended 30 September 2019 (“Financial Year 2019”) and discussed inter-alia the following matters: a) assessed the independence of Independent Directors, namely Y.Bhg. Dato’ Johan Tazrin bin Hamid Ngo, Mr. David Siew Kah Toong, Y.Bhg. Datuk Mohd Anwar bin Yahya and Puan Faridah binti Abdul Kadir and reviewed their yearly confirmation on independence; b) reviewed and shortlisted candidates for the position of Independent Non- Executive Director and conducted interviews to assess the suitability of the candidates for appointment; c) recommended the appointment of Y.Bhg. Datuk Kamaruddin bin Taib as an Independent Non-Executive Director and a member of the Group Executive Committee; d) reviewed and recommended the re-designation of Puan Aida binti Md Daud as an Independent Non-Executive Director; e) reviewed and recommended re-election of Directors who are due for retirement for shareholders’ approval at the annual general meeting held on 23 January 2019; f) reviewed and recommended revisions to the Board Diversity Policy, Policy on Independence of Directors and RemCom’s Terms of Reference; g) reviewed and recommended the NomCom Report for the Financial Year 2018 for inclusion in the Company’s annual report; h) evaluated training needs of Directors and noted the training programmes attended by Directors; i) reviewed and approved the appointment of an external consulting firm, Aon Hewitt Consulting Singapore Pte Ltd to conduct an evaluation of the Board, Board Committees, Directors Self/Peer and Independent Directors for the Financial Year 2019, and the relevant evaluation questionnaires; j) reviewed and noted the results of the evaluation of the Board and Board Committees for the Financial Year 2019 presented by the external consultant and proposed action plans to be taken; k) reviewed the NomCom’s evaluation results for the Financial Year 2019; l) reviewed the effectiveness of the Audit Committee and its members and recorded that it was satisfied with the performance of the Audit Committee and its members. Also reviewed and noted the term of office of the Audit Committee and its members; and m) 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 and socio-economic background.