Page 69 - HRC_Annual_Report_2023

Financial Reports &
Governance Other Information HENGYUAN REFINING COMPANY BERHAD l ANNUAL REPORT 2023 67

Re-election of Directors and finance, internal controls, risk management and human
resource and development. She has good understanding of
The BNRC ensures that every director is subject to retirement at the roles, duties and obligations as a director, adds value
least once every three (3) years in accordance with Paragraph to board meetings and takes initiative to request for more
7.26 of the MMLR and the Company’s Constitution. information. She sufficiently identifies principal financial
The Committee also recommends to the Board the directors to risks that may have a considerable impact on the Company
be re-elected by shareholders at the Company’s AGM.
and set the risk appetite to ensure that there is an
The BNRC reviewed the Directors’ Rotation checklist, appropriate risk management framework to identify,
considered the tenure of directors, namely Wang, YouDe analyse, evaluate, manage and monitor significant financial
and Surinderdeep Singh a/l Mohindar Singh, who are seeking and non-financial risks.
re-election at the Company’s 65 AGM scheduled to be held Board Effectiveness Assessment
th
on 28 May 2024, and recommended their re-appointments
th
to the Board, based on the following justifications: The BNRC is responsible for assisting the Board in establishing
procedures and processes towards an annual assessment of
• Based on the results of the BEA FY2023, Wang, YouDe the effectiveness of the Board and each Board Committee,
has a relevant mix of experience, skill, knowledge, as well as the contribution of each individual director.
expertise and core competency that is beneficial to the
Company, including industry specific knowledge and The BEA FY2023 was conducted internally via peer and
oil and gas business strategy, project management and self-reviews, with an expansion of the existing assessment
engineering, contracting and procurement, human resource questionnaire to cover review of sustainability performance,
and development, internal control and risk management. a holistic perspective and identify areas for improvement.
He demonstrates and commands effective leadership of The BNRC considers the internally facilitated assessment to be
the Board, oversees effective decision-making process sufficient for the Company’s needs.
and ensures crucial alternatives are considered. He aims to The BEA FY2023 included assessment of the effectiveness of
ensure that the Board’s workload is appropriately managed the Board and Board Committees in relation to:
and, where suitable, allocated to established Board
Committees with specific TOR approved by the Board. i. Composition and structure;
• Based on the results of the BEA FY2023, Surinderdeep ii. Operations and interactions (including meetings, papers and
Singh a/l Mohindar Singh has a relevant mix of experience, communication between members); and
skill, knowledge, expertise and core competency that is iii. Roles and responsibilities (including sustainability
beneficial to the Company, including human resource and performance for the Board, strategy planning, human capital
development, accounting and finance, internal controls, management and the Board’s and Board Committee’s
corporate governance and information technology. relationship with the Management).
He has a good understanding of the duties, obligations
and responsibilities as a director and provide useful The independent directors of HRC had also completed their
recommendations in assisting the Board for a better self-assessment and declared their independency in compliance
decision making. As the Chair of the BNRC, he leads BNRC’s with the definition of “independent director” in the Listing
annual evaluation of the Board composition to ensure Requirements.
that it has the appropriate size, balance and composition Based on the results of the BEA FY2023, the Board’s greatest
of the Board, the required mix of skills, experience and strengths in FY2023 presented the Board’s ability to work as
other qualities, the independence of the Independent a whole to react to the challenges the Company are facing
Directors, Board diversity in terms of gender and age, post-pandemic and able to leverage on individual director’s
and consideration of the Fit and Proper assessment, and core expertise to offer constructive proposal/advice; board members
competencies which the Directors shall bring to the Board are familiar with operations; cooperation is strong amongst us,
to ensure that they are in line with the Company’s there is an environment of trust; and cohesiveness and ability to
requirements. discuss openly and disagree professionally. In the management

• Ms Li, XiaoXia, the newly appointed Independent of stakeholder’s challenges, and steering company through
Non-Executive Director, has a relevant mix of experience, challenging cashflow period in Q3/2023 is evidence of the
skill, knowledge, expertise and core competency that is board’s strengths.
beneficial to the Company, including banking, economics