Page 68 - HRC_Annual_Report_2023

66 About HRC Value Creation Management Discussion Leadership
& Analysis

CORPORATE GOVERNANCE OVERVIEW STATEMENT

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The Board Diversity Policy sets out the Company’s approach The BNRC had, on 26 August 2021, considered the
for the consideration of diversity in areas such as skills and composition of the Committee and resolved that it was
expertise, background, age, and gender in its appointment important for Wang, YouDe, who is the Chairman of the
of candidates to the Board. While the policy supports Company and represents the major shareholder on the Board,
women’s participation in decision making positions and the to be part of the BNRC to ensure that interests are aligned in
recommendations of the MCCG to have at least 30% women so far as high-level appointments, remuneration policies and
directors on the Board, to ensure that the interests of the human resources matters are concerned. The Committee also
Company and its stakeholders are protected, the standard noted that the Chairman holds a non-executive position and
selection criteria for directors, which is set out above, that the BNRC comprises two (2) other members, who are
remains a priority for the assessment of Board candidates. Independent Non-Executive Directors, to provide a check and
The gender diversity target will be considered collectively with balance to the objectivity of its decisions.
all other factors.
Based on the results of the BEA FY2023, the BNRC is satisfied
The appointment of senior management members is guided with the current composition of the Board, providing an
by the Company’s Equal Opportunity principle entrenched appropriate size, diversity, mix of skills and qualifications,
in the Code of Conduct, which prohibits discrimination on knowledge and experience to discharge their duties effectively.
race, colour, religion, age, gender, sexual orientation, Appointments to the Board
gender identity, marital status, disability, ethnic origin or
nationality when making employment decisions. The Company In carrying out its nomination functions, the TOR of the
strives to be objective and ensure no personal feelings, BNRC provides that the Committee may solicit and consider
prejudices and preferences are influencing any the views of existing Board members, management,
employment-related decisions, and basing employment major shareholders, independent search firms and a variety of
decisions solely on objective factors, including merit, other independent sources. The appropriate disclosures will be
qualification, performance and business considerations. made in the Company’s annual report if independent sources
were not used for the selection.
The Board Diversity Policy and Code of Conduct are published
on the Company’s website at www.hrc.com.my. FY2023, the BNRC has considered the resume of
Ms Li, XiaoXia and interviewed her on 30 November 2023,
Board Nominating and Remuneration Committee
as a potential candidate for appointment as Independent
The BNRC is responsible for assisting the Board on nomination Non-Executive Director of the Company. She has thirty-three
and remuneration functions with respect to Board members (33) years of experience in areas relating to banking industry,
and selected senior management positions of the Company. led transformative initiatives in credit risk management,
The Committee recommends the nominations of candidates corporate finance, and investment banking, orchestrating
to the Board and Board Committees, and evaluates and significant capital injections, and achieving outstanding
recommends to the Board the employment, promotion, business growth and non-performing asset reorganisation,
discipline, resignation and termination of the CEO, consistently earning an excellent (BAA) assessment over
CFO or Financial Controller (in the absence of CFO) and three consecutive years, and would be a valuable addition to
Head of HR or HR Manager (in the absence of Head of HR). the Board.
The Committee also ensures that a remuneration policy for Ms Li, XiaoXia fulfils the fit and proper criteria set out in
expatriate employees of the Company is in place.
the Directors’ Fit and Proper Policy, as well as meets the
The Chair of the BNRC is Surinderdeep Singh Mohindar independence criteria set out in MMLR for an “independent
Singh, an Independent Non-Executive Director of the Company. director”. She has no family relationship with any other
The other members of the BNRC are Wang, YouDe, Director and/or major shareholder of the Company. She did not
a Non-Independent Non-Executive Director, and Li, XiaoXia hold any shares in HRC and has no conflict of interest in any
an Independent Non-Executive Director. business arrangement with the Company.
Nomination Activities of the BNRC The BNRC, after having reviewed the said resume and criteria,
recommended the appointment of Ms Li as an Independent
Assessment of Board Composition
Non-Executive Director of HRC with effect from 8 December
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Pursuant to its TOR, BNRC evaluates, reviews and recommends 2023 to the Board for consideration and approval.
to the Board the appropriate size and composition of the Board,
required mix of skills, experience and other qualities, to be in line
with the Company’s requirements, on an annual basis.