The Board has in place a policy which limits the tenure of Independent Non-Executive Directors to nine (9) years in line with the MCCG. An Independent Director may remain in that capacity after serving a cumulative term of nine (9) years, provided that the Board recommends this upon concrete justification and after seeking its shareholders’ approval at a general meeting. Following the release of the MCCG, Capital A has adopted the two-tier voting process in its Constitution for retention of any Independent Directors who have served for twelve (12) years or more in that capacity. The Constitution of Capital A provides that at least one-third of the Directors are subject to retirement by rotation at each Annual General Meeting (“AGM”) of the Company. Effectively, each Director is due to retire from office every three (3) years but is eligible to offer him/herself for re-election or re-appointment. The Constitution of Capital A also provides that a Director who is appointed during the year will be subject to re-election at the next AGM following his/her appointment. The names of the Directors seeking re-election at the forthcoming AGM are disclosed in the Notice of AGM. 3. OUR BOARD AND ITS COMMITTEES For the Board to function effectively and efficiently and give the right level of attention and consideration to relevant matters, the committees assist the Board in fulfilling its oversight functions. The committees’ agenda and schedule of items to be discussed at their meetings are prepared in accordance with the terms of reference of each committee and take account of other topical and ad-hoc matters. All committees operate within their clearly defined terms of reference and operating procedures whereupon the Board receives reports of their proceedings and deliberations with their recommendations. In addition to the vertical lines of reporting, the committees communicate and work together as and where required. At the committees’ meetings, items are discussed and deliberated, and, as appropriate, endorsed, approved or recommended to the Board for approval. Following the committees’ meetings, the Chairman of each committee provides the Board with a summary of the main decisions and discussion points, and the minutes of the committees’ meetings are presented to the Board for notation; hence, the non-committee members are kept up to date with the work undertaken by each committee. The ultimate responsibility for decision making lies with the Board. Members of the Board and committees have discharged their functions and responsibilities effectively in 2021 through their attendance at the meetings of the Company as set out in the table below: Director Designation Board attendance for 2021 Attendance at Committee meetings in 2021 AC NRC RMC SRB Datuk Kamarudin bin Meranun Non-Independent Executive Chairman 12/13 Tan Sri Anthony Francis Fernandes Non-Independent Executive Director and Chief Executive Officer 12/13 Dato' Abdel Aziz @ Abdul Aziz bin Abu Bakar Non-Independent Non-Executive Director 13/13 10/10 5/5 4/4 Dato' Fam Lee Ee Senior Independent Non-Executive Director 13/13 10/10 5/5 4/4 1/1 Dato' Mohamed Khadar bin Merican Independent Non-Executive Director 13/13 10/10 4/4 4/4 Stuart L Dean (resigned w.e.f. 01 November 2021) Independent Non-Executive Director 10/10 3/3 3/3 3/3 Chairman Non-member During the Financial Year, the Board met thirteen (13) times inclusive of special Board meetings. The Directors attended all the Board meetings held during the Financial Year, where applicable, and complied with the MMLR of Bursa Malaysia in terms of meeting attendance. This reflects the Board members’ commitment and dedication to fulfilling their duties and responsibilities. The committees will continue to assist the Board of Capital A in discharging its duties in the next financial year. 1 6 8 C A P I T A L A B E R H A D Corporate Governance Overview Statement (cont’d.)
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