Directors' Assessment Policy

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1. INTRODUCTION
 

Board of directors of a listed issuer, in the interest of the stakeholders, good corporate governance and in accordance with applicable relevant regulations, must conduct regular assessment of the performance of individual directors and the board as a whole.

This policy sets out the principles and approaches to be adopted in the assessment of the Board of Directors (“Board”) of Engtex Group Berhad (“Company”), its Committees and its individual Directors. 

   
   
2. SCOPE
  This Policy shall apply to the Company, the Board as a whole, the Board Committees and individual Directors.
   
   
3. OBJECTIVES
  This policy aims to promote efficiency and effectiveness of the Board as a whole, the Board Committees and individual Directors in discharging their duties by specifying the following:
   
 

a) A formal evaluation process;

 

b) Performance criteria to be used;

 

c) Frequency of conducting performance assessment; and

 

d) Roles and responsibilities in the evaluation process.

   
   
4. CRITERIA
  In general, reference should be made to the criteria contained in the Board Charter, Terms of Reference of respective Board Committees, and other documents relating to individual Director’s engagement with the Group. In addition, the following criteria shall be used in the assessment of:
   
 

a)The Board as a whole:

   

i) Board structure in terms of the composition and diversity of skills, experience, competencies and gender of its Directors.

   

ii) Board operations in terms of adequacy of meetings, quality of preparation, supply of information, discussion engagement and decision making during those meetings.

     
 

b)Chairman of the Board:

   

i) Effectiveness in providing leadership and operation of the Board in all aspects of its roles;

   

ii) Efficiency in chairing meetings of the Board and Shareholders;

   

iii) Effectiveness in facilitating the contributions of all the Directors and senior management personnel; and

   

iv) Ability in promoting high standards of integrity, probity and corporate governance in the Group.

     
 

c)Group Managing Director:

   

i)Efficiency and effectiveness in executing Group’s strategies;

   

ii)Financial performance of the Group; and

   

iii)Other relevant non-financial aspects such as internal control effectiveness, implementation of social responsibility initiatives etc.

     
 

d)Executive Directors:

   

i) Understanding of the Group’s corporate mission and strategic plans;

 

 

ii) Contribution to the Board’s proceeding by having constructive and meaningful discussion and engagement;

 

 

iii) Act in good faith and integrity;

 

 

iv) Behaviour that brings mutual trust and respect within the Board and Senior Management team; and

 

 

v) Financial performance.

     
 

e)Independent Directors:

   

i) Adequacy of time spent on their duties;

   

ii) Direct or indirect material relationship with the Group, its subsidiaries, its key management personnel or its Executive Directors that may either actually or potentially affect his/her independence as on Independent Director.

   

iii) Ability to continue to bring independent and objective judgement in Board deliberation.

     
 

f)Board Committees:

   

i) Composition of the Committee;

   

ii) Quality of recommendations in assisting the Board for better decision-making;

   

iii) Quality of communication with the Board;

   

iv) Ability to carry out duties in accordance with the relevant terms of reference.

     
     
5. ROLES AND RESPONSIBILITIES
  The Board shall delegate the tasks of performance assessment to its Nomination Committee, who shall coordinate all aspects of the assessment with the assistance of the Company Secretary and the office of the Group Managing Director.
     
     
6. DIRECTORS’ ASSESSMENT PROCESSES
  The following are the processes in conducting assessment:
   
 

a)Establish the objectives of the assessment

   

i) Enhance good corporate governance.
ii) Improve efficiencies and effectiveness.

   
 

b)Determine the Candidates of the Evaluation

   

These generally include the Board as a whole, the Chairman, the Group Managing Director, the Executive Directors, the Independent Directors and the Board Committees.

   
 

c)Establish Specific Criteria and Performance Measurements

   

The Nomination Committee shall establish the criteria and their measurements or performance indicators in more specific manners, and communicate them to all Directors.

   
 

d)Formulate Evaluation Techniques

   

The Nomination Committee shall formulate the methods so that assessment may be conducted in fair and transparent manner. Evaluation techniques may include both qualitative and quantitative techniques:

   

i) Qualitative techniques include interviews, observation, document analysis and may be conducted in a group or individually;
ii) Quantitative techniques include surveys, questionnaires and checklists.

   
 

e)Post Evaluation

   

The Nomination Committee shall:

   

i) Discuss the evaluation results with individual Directors allowing them to understand their standing;
ii) Document the results of the evaluation;
iii) Evaluate and determine the training needs of / remedial actions on the Directors based on the results of the assessment.
iv) Report the evaluation summary to the Board.

     
     
7. PERIODIC REVIEW AND DISCLOSURE
 

Assessment shall be conducted on an annual basis and latest by the first quarter following the end of the financial year of the Company.
 

The Board shall disclose in its annual report its assessment activities as required by the Malaysian Code of Corporate Governance 2012.

     
     
8. ADMINISTRATION 
  The Nomination Committee of the Board is responsible for the administration, revision, interpretation, and application of this policy. The policy shall be reviewed by the Board at least once every two years.