| NOMINATING COMMITTEE (“NC”) | |||||||||||||||
| The NC assists the Board of Directors (“Board”) of YTL Power International Berhad (the “Company”) in discharging its responsibilities by overseeing the selection and assessment of Directors to ensure that the composition of the Board meets the needs of the Company. | |||||||||||||||
| The terms of reference of the NC can be found under the “Governance” section on the Company’s website at www.ytlpowerinternational.com. | |||||||||||||||
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During the financial year ended 30 June 2025, two (2) meetings
were held and the details of attendance are as follows: |
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| POLICY ON BOARD COMPOSITION | |||||||||||||||
| As the Board’s overriding aim is to maintain a strong and effective Board, it seeks to ensure that all appointments are made on merit, taking into account the collective balance of elements such as skills, experience, age, gender, ethnicity, background and perspective. The Board recognises the importance of encouraging and developing female talent at all levels. Currently, three of the Company’s Directors are women and make up 25% of the full Board. Although it has not set any specific measurable objectives, the Board intends to continue its current approach to diversity in all aspects while at the same time seeking Board members of the highest caliber, and with the necessary strength, experience and skills to meet the needs of the Company. | |||||||||||||||
| BOARD NOMINATION AND ELECTION PROCESS AND CRITERIA USED | |||||||||||||||
| The NC is responsible for considering and making recommendations to the Board, candidates for directorship when the need arises such as to fill a vacancy arising from resignation or retirement or to close any skills, competencies, experience or diversity gap that has been identified or to strengthen Board composition. Candidates may be proposed by the Managing Director or any Director or shareholder and must fulfil the requirements prescribed under the relevant laws and regulations for appointment as director. A candidate’s suitability for appointment will be based primarily on the individual’s merits, fitness and propriety in accordance with the Fit and Proper Policy adopted by the Board, as well as the strategic aim for the appointment. | |||||||||||||||
| ACTIVITIES OF THE NC FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025 | |||||||||||||||
| (i) | Annual evaluation | ||||||||||||||
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In May 2025, the annual evaluation of the effectiveness of
the Board, Board Committees and individual directors was
carried out. The evaluation exercise was facilitated by the
Company Secretary and involved the completion of 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 2025. 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. |
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| (ii) | Review of Directors standing for re-election | ||||||||||||||
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In June 2025, based on the schedule of retirement by rotation
and in conjunction with the annual evaluation exercise, the
NC (save for Datuk Seri Long See Wool (“Datuk Seri Long”)
and Datuk Loo Took Gee (“Datuk Loo”) who abstained from
deliberations in respect of his/her own re-election) evaluated
and recommended to the Board that Tan Sri (Sir) Yeoh Sock
Ping, Datuk Seri Long, Datuk Loo, and Tuan Syed Abdullah
Bin Syed Abd. Kadir, who are due to retire by rotation
pursuant to Article 86 of the Company’s Constitution at the
Twenty-Ninth Annual General Meeting (“AGM”) of the
Company, stand for re-election.
The NC was satisfied that the executive directors, namely, Tan Sri (Sir) Yeoh Sock Ping and Tuan Syed Abdullah Bin Syed Abd. Kadir who have a wealth of experience, knowledge and insights of the business, operations and growth strategies of the Company and its subsidiaries (“YTL Power Group”), performed and contributed effectively as indicated by the performance evaluation results. The NC also considered their fitness and propriety, in particular their character and integrity, experience and competence, as well as their time and commitment to their roles and responsibilities. As for the Independent Non-Executive Directors, namely, Datuk Seri Long and Datuk Loo, the NC (save for Datuk Seri Long and Datuk Loo who abstained from deliberations in respect of his/her own re-election) was satisfied that they continue to meet the fit and proper criteria as stated in Fit and Proper Policy and exercise objective and independent judgement in discharging their roles and responsibilities, and fulfill the independence criteria set out in the Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Listing Requirements”). |
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| (iii) | Review of the evaluation forms | ||||||||||||||
| The NC reviewed and recommended to the Board the adoption of revised evaluation forms to ensure consistency with the Malaysian Code on Corporate Governance, Listing Requirements and Board Charter of the Company. | |||||||||||||||
| (iv) | Review of the NC Statement for financial year ended 30 June 2025 | ||||||||||||||
| The NC reviewed this NC Statement prior to its recommendation to the Board for inclusion in the 2025 Annual Report. | |||||||||||||||
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INDUCTION, TRAINING AND DEVELOPMENT OF DIRECTORS
Upon joining the Board, a newly appointed Director will be given an induction pack containing the Company’s annual report, various policies adopted by the Company, terms of references of the Board Committees, Constitution, and schedule of meetings of the Board and Board Committees (if the Director is also a Committee member) which will serve as an initial introduction to the YTL Power Group as well as an ongoing reference. Visits to the YTL Power Group’s operational sites and meetings with senior management may also be arranged where practicable and appropriate. The Board, through the NC, assesses the training needs of its Directors on an ongoing basis by determining areas that would best strengthen their contributions to the Board. Besides the findings from the annual performance evaluation of Directors, which provide the NC with useful insights into the training needs of the Directors, each Director is requested to identify appropriate training that he/she believes will enhance his/her contribution to the Board. The Board has taken steps to ensure that its members have access to appropriate continuing education programmes. The Company Secretary facilitates the organisation of in-house development programmes and keeps Directors informed of relevant external training programmes. During the financial year ended 30 June 2025, the following in-house training programmes were organised for the Directors:
All the Directors have undergone training programmes during the financial year ended 30 June 2025. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas:- |
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