During the financial year, the Nominating Committee met four times to review and assess the following: • Board, individual Directors, Committee’s evaluation and Independent Directors Self-evaluation for FY2022; Board Diversity Policy and proposed Fit and Proper Policy; • trainings attended by Directors for FY2022 and proposed Sustainability Training for Directors and Senior Management; • composition of the Board Committees; and • progress of the succession planning for Directors and Senior Management. In assessing potential candidates and in undertaking reviews of the size and composition of the Board, the Nominating Committee takes into account the guiding principles that the Board’s composition should reflect an appropriate mix having regard to such matters as: • skills and experience, integrity, competence and time to effectively discharge their role as a director; • tenure; and • diversity. On 1 April 2023, Mr. Chia Seong Pow and Mr. Chia Song Swa was appointed as Executive Directors while Mr. Chia Seong Fatt and Mr. Chia Mak Hooi as Alternate Directors following the restructuring of the Board. The Board had established the Directors’ Fit and Proper Policy to ensure that any person to be appointed or elected/reelected as a Director of the Company shall possess the necessary quality and character as well as integrity, competency and commitment to enable the discharge of the responsibilities required of the position in the most effective manner. The Directors’ Fit and Proper Policy is available on the Company’s website. The Board through the Nominating Committee, conducts the annual assessment on effectiveness of the Board, the Board Committees and the individual Directors of the Company. In FY2023, the Nominating Committee had conducted the Board effectiveness evaluation exercise internally and facilitated by the Company Secretary. In line with the MCCG of ensuring a periodic externally-facilitated Board evaluation by independent experts, the Board have engaged independence experts to conduct the Board evaluation target to complete by FY2024. Our Board Evaluation Process involves the following: • Completion of questionnaire on effectiveness of the Board and its Committees and individual Directors; • Collation of results and preparation of findings and actions; and • Deliberations in the Nominating Committee and Board meetings. During the financial year, the Nominating Committee (together with the Executive Chairman) reviewed the composition of the Board Committees. Upon assessing the size, mix of skills, knowledge, experience, and competency of the Board members, the Nominating Committee proposed to the Board the restructuring of the Board Committees in November 2022 and the changes were effected on 1 December 2022. For succession planning, the Nominating Committee considered the succession bench strength of each senior critical role and operational critical role. The successors’ development plans were developed based on their current readiness levels to increase their leadership capabilities and potential. Talents were also identified by Group Human Resources to cultivate their leadership skills and prepare them to be successors to critical roles. The Group continues to remain cognisant and dedicated in attracting, developing and retaining capable, engaged and empowered employees. While, continuing to partner with our existing training provider, we have also enhanced the partnership with other training providers to further evolve our talent management and learning development process and initiatives. In FY2023, the Board comprised seven Independent Non-Executive Directors, six Executive Directors and two Alternate Directors to Executive Directors. Of the seven Independent Directors, five were women. With the current composition, the Board feels that its members have the appropriate mix of skills, knowledge, experience, and competence to enable them to discharge their duties and responsibilities effectively and achieve the Company’s objectives and goals. Corporate Governance Overview Statement During the financial year, the Directors attended various training programmes, seminar and briefings on topics relevant to the industry and their roles: Seminar/Course Organiser Advocacy Session on the Continuing Disclosure Requirements & Corporate Disclosure Policy of the Listing Requirements Bursa Malaysia Amendments to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad in relation to Enhanced Sustainability Reporting Framework COSPEC Management Services Sdn. Bhd. Anti Bribery Course, Management System Virtual Awareness Training BDO Malaysia Anti-Money Laundering/Counter Terrorist Financing Briefing Affin Bank/Affin Islamic AOB Conversation with Audit Committees Audit Oversight Board Artificial Intelligence (AI) for Company Directors and Executives Malaysian Institute of Corporate Governance Assessment of the Board, Board Committees & Individual Directors Malaysian Institute of Corporate Governance BNM FIDE Core Programme – Banks (Module A and B) Asia School of Business BNM’s Climate Change and Principle Based Taxonomy Policy Affin Bank/Affin Islamic Board Oversight Role on Bursa’s Enhanced Sustainability Reporting Framework Institute of Corporate Directors Malaysia Board Strategy & Risk Management Oversight Institute of Corporate Directors Malaysia Board’s At-A-Glance: Bursa Malaysia’s Enhanced Sustainability Reporting Framework Institute of Corporate Directors Malaysia Cyber Security – What Directors need to know Minority Shareholder Watchdog Group Developing a Holistic Enterprise Risk Management Framework Malaysian Institute of Corporate Governance Driving Responsible and Sustainable Value Creation through Governance Securities Industry Development Corporation East Malaysia Palm & Lauric Oils Price Outlook Conference & Exhibition (emPOC2022) Bursa Malaysia ESG and Sustainability Reporting The Malaysian Institute of Chartered Secretaries and Administrators ESG Briefing Unitrade Industries Berhad in-house training Exposure Draft on Climate Risk Management and Scenario Analysis Affin Bank/Affin Islamic Forum on Professional Skeptism for Risk Managers Institute of Enterprise Risk Practitioners (IERP) Governance in Groups Asia School of Business How to Raise Funds with Sustainable Bonds Boardroom Corporate Services Sdn. Bhd. How to start your Sustainability Journey - Climate Governance Malaysia Bursa Malaysia Hydrogen Economy Seminar - Building A Sustainable Ecosystem in Shaping the Future of Energy, Materials & Infrastructure Malaysian Investment Development Authority (MIDA) International Directors Summit Institute of Corporate Directors Malaysia Islamic Finance for Board of Directors Programme International Shari’ah Research Academy (ISRA) Corporate Governance Overview Statement QL RESOURCES BERHAD INTEGRATED ANNUAL REPORT 2023 SEC. L E A D E R S H I P & G OVERNANCE 6 097 096 PG. PG.
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