Fraser & Neave Holdings Bhd Annual Report 2020

119 ANNUAL REPORT 2020 04 governance EVALUATION OF BOARD AND BOARD COMMITTEES; AND INDIVIDUAL DIRECTORS SELF/PEER 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 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 NomComand Board at meetings whereas evaluation results of the Directors are sent to the Board Chairman and the respectiveDirectors. TheNomComreviews 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 AuditCom and its members annually to determine that the AuditCom and its members have carried out their duties in accordance with the TOR of the AuditCom. THE SUMMARY OF ACTIVITIES UNDERTAKEN BY THE NOMCOM DURING FINANCIAL YEAR 2020 The NomCom held two meetings in the financial year ended 30 September 2020 (“Financial Year 2020”) 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) reviewed and recommended the appointment of Madam Tan Fong Sang as an Alternate Director to Mr. Lee Kong Yip; c) reviewed and recommended the appointment of Madam Tan Fong Sang as a Non-Independent Non-Executive Director, the Chairman of the Sustainability & Risk Management Committee and a member of the Group Executive Committee and the Share Buy-Back Committee respectively; d) reviewed and recommended re-election of Directors who are due for retirement for shareholders’ approval at the annual general meeting held on 20 January 2020; e) reviewed and recommended revisions to the Policy on Independence of Directors and NomCom’s TOR; f) reviewed and recommended the NomCom Report for the Financial Year 2019 for inclusion in annual report; g) evaluated training needs of Directors and noted the training programmes attended by Directors; h) 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 2020, and the relevant evaluation questionnaires; i) reviewed and noted the results of the evaluation of the Board and Board Committees for the Financial Year 2020 presented by external consultant and proposed action plans to be taken; j) reviewed the NomCom’s evaluation results for the Financial Year 2020; k) reviewed the effectiveness 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; l) reviewed the requiredmix 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; and m) received feedback on the induction programme conducted for Madam Tan Fong Sang, who was appointed as an Alternate Director to Mr. Lee Kong Yip.