Nominating Committee Statement

• Candidate proposed for appointment as a member of the Board, member and Chairman of the Audit Committee (“AC”), and member of the NC and Remuneration Committee (“RC”)
• Redesignation of a director as Chairman of the NC and RC
• Appointment of directors as members of the AC
• Candidate proposed for appointment as a member of the Board

During the financial year, the NC evaluated and recommended to the Board, the following persons who were nominated to fill the vacant positions arising from the resignations of Dato’ Ahmad Fuaad Bin Mohd Dahalan and Encik Faiz Bin Ishak from the Board and concurrently from the Board Committees on 30 November 2023:

The NC evaluated each of them in accordance with the Fit and Proper Policy adopted by the Board, amongst others, their backgrounds, knowledge, experience, skills, external appointments and associated time and commitment expected of the roles.

Given that Mr YK Choo and Puan Raja Noorma are appointed members of both the Board and its Committees, the NC already possesses insights into their character, integrity, and attributes. The NC (with the abstention of the directors concerned from discussing regarding their own redesignation/appointment) regarded that:–

(i)    Mr YK Choo as having the right fit for the role as chairman of the NC and RC and has the necessary qualifications and experience to lead and steer the NC and RC; and
(ii)    Puan Raja Noorma as having the right fit for the role and possesses the necessary qualifications and experience to contribute to the AC.

For Puan Sharifa candidacy, the NC evaluated her profile summary as well as the declaration of fit and properness provided and considered her background, career history, qualifications and extensive experience in investment management industry and portfolio investing in both domestic and regional market environment. Puan Sharifa has also fulfilled the critical independence criteria necessary for the role as well as able to devote adequate time to fulfil her responsibility effectively. The NC concurred that Puan Sharifa fulfiled the criteria necessary for the position of an independent director. The NC regarded Puan Sharifa as having the necessary qualification and experience to contribute to the AC, and recommended her appointment as a member of the AC in September 2024.

In May 2024, the annual evaluation of the effectiveness of the Board as a whole, Board Committees, individual and/or Independent Directors was carried out. The evaluation exercise was facilitated by the Company Secretary and took the form of completion of questionnaires/evaluation forms.

Besides composition and diversity, Board effectiveness evaluation covered the areas of quality of governance and decision making, including ability in addressing and managing the Company’s material sustainability risk and opportunities, while Board Committees were assessed on their composition, expertise, and whether their functions and responsibilities were effectively discharged in accordance with their respective terms of reference.

Individual Directors were evaluated on their fit and properness, caliber, character and integrity, contribution and performance; whether they devote necessary time and commitment, and have shown the will and ability to deliberate constructively, ask the right questions and confidence to stand up for a point of view. With regards to the Independent Directors, their independence was also assessed.

Results of the evaluations indicated no evident weaknesses or shortcomings which require mitigating measure. The Board and the Board Committees continue to perform effectively and the Directors demonstrated satisfactory performance and commitment in discharging their responsibilities for the financial year ended 30 June 2024.

The NC, with the concurrence of the Board was of the view that the Board is of the right size and has an appropriate mix of skills, experience, perspective, independence and diversity, including gender diversity needed to meet the needs of the Company.

In June 2024, based on the schedule of retirement by rotation and in conjunction with the annual evaluation exercise, the NC evaluated and recommended to the Board that:

• Dato’ Sri Michael Yeoh Sock Siong, Dato’ Yeoh Soo Keng, Dato’ Mark Yeoh Seok Kah and Tuan Syed Abdullah Bin Syed Abd. Kadir (“Retiring Directors”), who are due to retire by rotation pursuant to Article 86 of the Company’s Constitution at the Forty-First Annual General Meeting (“AGM”) of the Company, stand for re-election.

  The NC was satisfied that the Retiring Directors are all the executive directors, who have a wealth of experience, knowledge and insights of the business, operations and growth strategies of YTL Corp and subsidiaries (“YTL Corp Group”), performed and contributed effectively as indicated by the performance evaluation results. The NC also considered their fit and properness, in particular their character and integrity, experience and competence, as well as their time and commitment to their roles and responsibilities.

• Puan Sharifa who was appointed during the year and is due to retire pursuant to Article 85 of the Company’s Constitution at the AGM, stands for re-election.

  The NC was satisfied that there were no changes to the information or factors since her appointment on 22 February 2024 that could materially compromise her fit and properness as a director on the Board, and is confident of Puan Sharifa’s ability to perform and contribute effectively and demonstrate the independence of character and judgement expected of her.

The NC reviewed and recommended to the Board the amendments to the terms of reference of the NC to incorporate a broader scope of responsibilities in the review of the conflict of interest, in accordance with the Listing Requirements.

The NC reviewed and recommended to the Board the adoption of revised evaluation forms to ensure consistency with the Malaysian Code on Corporate Governance and the Listing Requirements.

The NC reviewed NC Statement prior to its recommendation to the Board for inclusion in the 2024 Annual Report.