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242 MSM MALAYSIA HOLDINGS BERHAD WHO WE ARE STATEMENT & DISCUSSION BY OUR LEADERS HOW WE OPERATE
ANNUAL INTEGRATED REPORT 2021

NOMINATION AND

REMUNERATION

COMMITTEE REPORT

The independence of Dato’ Muthanna Abdullah and BOARD EFFECTIVENES ASSESSMENT
Choy Khai Choon who have served as Independent
Non-Executive Directors of the Company have been assessed Pursuant to the Board’s decision in November 2021, the Board
by the NRC. Both Dato’ Muthanna Abdullah and Choy Khai Effectiveness Assessment process for year assessment 2021
Choon satisfied the criteria of an Independent Director as (BEA 2021) has been carried out internally. The Board was
defined under Listing Requirements which include being in the opinion that the external consultant may be appointed
independent of management, free from any business or for the BEA exercise every two (2) to three (3) years for
other relationship which could interfere with the exercise of realignment to ensure the process is correct. This is the first
independent judgement, objectivity or the ability to act in the best internal BEA done and it is in line with good board governance
interests of the Company, and also being independent of practices.
its major shareholders. Based on the NRC assessment, The BEA 2021 was carried out from 21 December 2021 to
the Board affirmed Dato’ Muthanna Abdullah and Choy Khai 10 January 2022. Three (3) sets of assessment forms were
Choon to continue to act as Independent Non-Executive circulated to the seven (7) Directors (except the two newly
Directors of the Company. Dato’ Muthanna Abdullah and appointed Directors) to assess the effectiveness of the
Choy Khai Choon has not exceeded the nine (9) years tenure following:
as Independent Director.
a. Board as a whole
Clause 105 of the Company’s Constitution stipulates that at
any time and from time to time, the Director shall have power b. Board Committees
to appoint any person to be a Director either to fill a casual
vacancy or as an additional Director by way of ordinary c. Directors’ Self and Peer Evaluation
resolution. Any Director so appointed shall hold office only
until the next AGM and shall then be eligible for re-election. The scope of the assessment for Board as a whole was
adopted from the previous year BEA 2020 which covers the
Nik Fazila Nik Mohamed Shihabuddin and Azman Ahmad, core drivers or ten (10) domains influencing the effective
who were appointed during the financial year and before functioning of the Board as below:
the 11 AGM, have successfully completed the Mandatory
th
Accreditation Programmes pursuant to the provision of the a. Board Roles and Responsibilities (oversight of strategy,
Listing Requirements. risks, performance monitoring);

To assist shareholders in making their decisions in the b. Board Leadership;
re-election of Directors, sufficient information such as c. Board Dynamics;
personal profiles, attendance at Board and Board Committee
meetings and the shareholdings in the Company of the d. Board Management Relationships;
Directors standing for re-election is furnished in this
Annual Integrated Report. e. Board Composition and Diversity;
f. Board Information;

g. Board Processes;

h. Board Committees;
i. Board Agenda and Meeting; and

j. Board and Stakeholders Engagement.