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Rezal Zain bin Abdul Rashid
Appointed:
25 June 2002
Dato’ Adnan bin Shamsuddin
Appointed:
20 May 2003
Rosely bin Kusip
Appointed:
14 March 2019
Datuk Bazlan bin Osman
Appointed:
5 April 2019
Independence of Directors
The Non-Executive Directors are appointed to
offer a wide range of skills and experience which
enable them to advise, support and constructively
challenge Management, to provide independent
judgement on the Board’s discussions and to help
with the development of the Company’s strategy.
The Board, through NRC, reviewed the
independence of its Independent Non-Executive
Directors as part of its annual evaluation of Board
effectiveness. The Board is committed to ensuring
the Board comprises a majority of Independent
Non-Executive Directors.
Notwithstanding the fact that Encik Rezal Zain bin
Abdul Rashid and Dato’ Adnan bin Shamsuddin
have served on the Board as Independent Non-
Executive Director for a cumulative term of more
than nine (9) years, the Board, having considered
the matter thoroughly, is of the opinion that Encik
Rezal Zain bin Abdul Rashid and Dato’ Adnan
bin Shamsuddin remain independent, in line
with the criteria as defined in the Bursa Listing
Requirements and are free from any relationship
or circumstances that could affect, or appear to
affect, their independent judgement. The Board is
satisfied that the lengths of their tenure have no
impact on their respective levels of independence
or the effectiveness of their contributions.
Each of the Independent Non-Executive Directors
has made a written confirmation of independence
to the NRC and the Board that they continue
to fulfil the criteria of independence in line with
the Bursa Listing Requirements. The Board will
continue to review the independence of the
Company’s Independent Directors from time
to time to ensure that they have the necessary
competencies, skills and knowledge, and continue
to exercise independent and objective judgement,
play their part effectively on the Board in the best
interest of the Company and satisfy the criteria
of independence as set out in the Bursa Listing
Requirements.
Further, the Board Charter stipulates that if
the Board intends to retain an Independent
Non-Executive Director beyond nine (9) years,
shareholders’ approval has to be sought.
Independence Assessment
Before and on appointment
• NRC will evaluate the suitability of the
candidates, including an assessment of their
independence.
• Upon his/her acceptance of the Letter of
Appointment, he/she is required to disclose to
the Company all relevant information of entities
of which he/she has material interest direct/
indirect, is an executive director or is a director.
• Upon appointment, a director is also required
to confirm with Bursa his/her independence
having regard to the criteria of independence as
prescribed in the Bursa Listing Requirements.
Ongoing process
• Independent non-executive director is
required to inform the Company as soon as
practicable if there is any change in his/her
own personal particulars that may affect his/
her independence.
• All directors have a continuing duty to notify
the Company on any changes to their other
appointments which will be reviewed by the
Board.
Annual assessment
• Each independent non-executive director is
required to confirm with the Company his/her
independence having regard to the criteria of
independence as set out in the Bursa Listing
Requirements.
• NRC assesses and reviews the independence of
independent non-executive directors annually.
corporate
governance
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