Page 56 - HRC_AR2020

54 I 2020 ANNUAL REPORT I gOvERNANCE

CORPORATE gOvERNANCE OvERvIEW STATEmENT

As at 31 December 2020, Management’s composition consists In carrying out its nomination functions, the BNRC may solicit
of: and consider the views of existing Board members, Management,
major shareholders, independent search firms and a variety of
Race / Ethnicity Nationality other independent sources. The appropriate disclosures will be
Number of Malay Chinese Indian Others Malaysian Foreigner made in the Company’s annual report if independent sources
Management were not used for the selection.
members 5 3 1 2 9 2
On 18 August 2020, Miss Loy Swee Im (Miss Loy) was
appointed as a Non-Independent Non-Executive Director of
HRC. She was nominated as a Director by the Company’s major
Age group gender
shareholder, Malaysia Hengyuan International Limited (MHIL).
Number of 30-39 40-49 50-59 Male Female After due deliberation, her appointment was endorsed by the
Management BNRC and approved by the Board based on the following factors:
members 1 7 3 8 3
(i) Miss Loy has been the chief executive officer of Hengyuan

As at 31 December 2020, two (2) out of seven (7) Directors International Sdn Bhd (HISB), a company related to MHIL
of the Company, or 29% of Board members, are women. and a party related to HRC, since February 2020 and is
This is very close to the 30% target recommended by Practice known to MHIL and the Company. She was recruited to join
4.5 of the MCCG and represents an improvement from last HISB through an independent executive search agency;
year’s position where only one (1) out of six (6) Board members (ii) She has significant experience in senior finance roles and
was female. managing business units, as well as industry experience in,

While the Board recognises the importance of gender diversity, amongst others, the Oil and Gas and Automotive industries;
to ensure that the interests of the Company and its stakeholders (iii) She would bring in fresh perspective and her appointment
are protected, the standard selection criteria for Directors, would improve the gender diversity of the Board; and
which is set out above, remains a priority for the assessment
of Board candidates. The gender diversity targets of the Board (iv) Overall, Miss Loy would be a valuable addition to the Board
will be considered collectively with all other factors. and her appointment is in the best interests of the Company.

Board Nominating and Remuneration Committee Board Effectiveness Assessment
The Chairman of the BNRC is Mr Surinderdeep Singh The BNRC is responsible for assisting the Board in establishing
Mohindar Singh, an Independent Non-Executive Director of procedures and processes towards an annual assessment of the
the Company. effectiveness of the Board and each Board Committee, as well
as the contribution of each individual Director. For FY 2020,
The BNRC is responsible for assisting the Board on nomination the BNRC decided to conduct the BEA FY2020 internally with
and remuneration functions with respect to Board members an expansion of the existing questionnaire to cover a holistic
and selected positions of the Company. The Committee perspective and identify areas for improvement.
recommends the nominations of candidates to the Board and
Board Committees, and evaluates and recommends to the The results of the BEA FY2020 show that the Board is satisfied
Board the employment, promotion, discipline, resignation and with the operations and overall effectiveness of the Board for
termination of the CEO, CFO and HR Manager. FY 2020 and that it has effectively discharged its duties in
accordance with the Company’s Board Charter. However, the
Nomination Function of the BNRC Board would like to see further improvements to the structure
and content of the board papers and a shorter timeline for the
The Board Diversity Policy was endorsed by the BNRC and circulation of meeting minutes.
approved by the Board on 26 March 2021. It sets out the
Company’s approach for the consideration of diversity in areas The Board Committees (i.e., the BAC, BNRC, BRMC, BPRC,
such as skills and expertise, background, age and gender, in its BTC and BWC) had also carried out a self-evaluation via the
appointment of candidates to the Board. BEA FY2020 and Directors have indicated that they are
satisfied with the overall effectiveness of the respective
Board Committees.