Nominating Committee Statement

   
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.
   
During the financial year ended 30 June 2026, three (3) meetings were held and the details of attendance are as follows:
Members of the NC Attendance
Datuk Seri Long See Wool (Chairman) 3/3
Tan Sri Ismail Bin Adam 3/3
Datuk Loo Took Gee 3/3
   
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. There are currently four female directors on the Board comprising 28.6% of the Board, which is below the 30% target recommended under the Malaysian Code on Corporate Governance (“Code”). 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 2026
   
(i)   Review of the following:
   
 
• Candidates nominated for appointment as a member of the Board
• Candidates nominated for appointment as alternate directors to the respective Executive Directors
   
  The NC evaluated the candidates in accordance with the Fit and Proper Policy adopted by the Board, taking into consideration, amongst others, their background, knowledge, experience, skills, external appointments and associated time and commitment expected of the role and recommended to the Board the appointments of:-
   
 
(a) Lim Hiah Eng, who was nominated in meeting the target of at least 30% women directors on the Board as set out under Practice 5.9 of the Code.
  In assessing her candidacy, the NC evaluated her executive profile, résumé highlights and declaration of fitness and propriety and considered her qualifications and extensive experience, specialised in fund management, stockbroking and capital market, both locally and across the ASEAN region, as well as the awards she received over five consecutive years, to be a right fit to the role required. She has also fulfilled the criteria necessary for the position of an independent director.
   
 
(b) Yeoh Keong Hann, who was nominated as Executive Director as part of the Company’s succession planning to ensure Board continuity and develop the next generation of Board leadership.
  In assessing his candidacy, the NC evaluated his profile and declaration of fitness and propriety and considered his qualifications and experience, as the head of investments, digital and infrastructure portfolio within the YTL Power Group and notable achievements in projects led by him. His recognition as a Young Global Leader by the World Economic Forum in 2022 and his representation of Malaysia on the Asia-Pacific Economic Cooperation (APEC) Business Advisory Council. The NC also considered his present role and time and commitments. The NC concluded his suitability for the position of an Executive Director.
   
 
(c) The following persons as Alternate Directors to the respective Executive Directors:
 
Alternate Directors Executive Directors
Yeoh Keong Yeow Tan Sri (Sir) Yeoh Sock Ping
Yeoh Keong Wei Dato’ Yeoh Seok Kian
Tan Chien Hwei Dato’ Yeoh Soo Min
Yeoh Pei Jen Dato’ Sri Yeoh Sock Siong
Choy Kin Mann Dato’ Yeoh Soo Keng
Yeoh Pei Xien Dato’ Setia Yeoh Seok Kah

In assessing the candidates’ suitability for appointment as Alternate Directors, the NC reviewed their profiles, résumé highlights and declarations of fitness and propriety. The NC was satisfied that their collective qualifications and experience offered complementary strengths across law, leadership, investments, infrastructure, technology, strategy, hospitality, creative communications, property investment and development and international exposure, and that they are suitable for the respective roles.

The NC further recognised that the proposed appointments formed part of the Company’s succession planning to ensure Board continuity and develop the next generation of Board leadership. The appointments would also provide the Alternate Directors with appropriate exposure to the Board’s deliberations, decision-making process and governance responsibilities.
   
(ii)   Annual evaluation
   
  In May 2026, 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 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. The conflict of interest disclosures made by the affected Directors were also reviewed and assessed for any impact on such Directors’ performance, objectivity and effectiveness in the discharge of their fiduciary duties and responsibilities to the Company. 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 2026.

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.
   
(iii)   Review of Directors standing for re-election
   
  In June 2026, 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’ Yeoh Seok Kian, Dato’ Seri Yeoh Seok Hong, Dato’ Sri Yeoh Sock Siong and Dato’ Setia Yeoh Seok Kah, who are due to retire by rotation pursuant to Article 86 of the Company’s Constitution at the Thirtieth Annual General Meeting (“30th AGM”) of the Company, stand for re- election;
• Lim Hiah Eng who was appointed during the year and is due to retire pursuant to Article 85 of the Company’s Constitution at the 30th AGM, stands for re-election.

The NC was satisfied that the executive directors, namely, Dato’ Yeoh Seok Kian, Dato’ Seri Yeoh Seok Hong, Dato’ Sri Yeoh Sock Siong and Dato’ Setia Yeoh Seok Kah who have a wealth of experience, knowledge and insights of the business, operations and growth strategies of 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 Director, Lim Hiah Eng, the NC was satisfied that she continues to meet the fit and proper criteria as stated in Fit and Proper Policy and exercise objective and independent judgement in discharging her roles and responsibilities, and fulfil the independence criteria set out in the Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Listing Requirements”).

Subsequently, in September 2026, during its review of Yeoh Keong Hann’s candidacy as referred to (i)(b) above, the NC noted that should he be appointed during the financial year, he would be subject to re-election at the 30th AGM pursuant to Article 85 of the Company’s Constitution. Accordingly, the NC recommended to the Board that he stands for re-election at the 30th AGM, subject to the Board’s approval of his proposed appointment.
   
(iv)   Review of the evaluation forms
   
  The NC reviewed the evaluation forms and revisions were made where relevant, subsequently recommending to the Board the adoption of these forms to align with the Company’s practices and remain consistent with the Code and Listing Requirements.
   
(v)   Review of the NC Statement for financial year ended 30 June 2026
   
  The NC reviewed this NC Statement prior to its recommendation to the Board for inclusion in the 2026 Annual Report.
   
   
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 2026, the following in- house training programmes were organised for the Directors:

  • Navigating the ESG Risk in the Trump Era: Challenges and Opportunities;
  • YTL LEAD Conference 2025;
  • Anti-Bribery & Corruption (ABC) Refresher Course 2025;
  • Risk Without Borders: The New Reality of Third Party Exposure.

All the Directors have undergone training programmes during the financial year ended 30 June 2026. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas:–