Senior Independent Non-Executive Director
||The Senior Independent Director (SID) is a Non-Executive Director (NED) of the Company, who is independent of management and free from any business or other relationship which could materially interfere with the exercise of his independent judgement.
The Nomination and Remuneration Committee shall nominate a NED amongst the Independent NEDs, who may include Public Interest Directors (PID), but exclude the following persons:-
- the Non-Executive Chairman, who is also a PID so appointed by the Minister of Finance pursuant to Section 10(1) and (3) of the Capital Markets and Services Act 2007; and
- the Audit Committee Chairman, who is also an Independent NED of the Company.
The NRC shall make its recommendation to the Board for approval of the proposed appointment of SID for a term of one (1) year or such other term as may be determined by the Board.
Specific responsibilities include, to:-
- Serve as a designated contact for consultation and direct communication with shareholders on areas that cannot be resolved through normal channels of contact with the Chairman or Chief Executive Officer;
- Serve as the principal conduit between the Independent NEDs and the Chairman on sensitive issues;
- Receive report(s) made by employees or external parties for the purpose of whistleblowing in the form as prescribed under the Whistleblower Policy and Procedures of Bursa Group, and thereafter submit the same to the Audit Committee Chairman with an opinion as to whether the report is frivolous or vexatious based on alleged facts;
- Ensure all Independent NEDs have the opportunity to provide input on the agenda, and advise the Chairman on the quality, quantity and timeliness of the information submitted by management that is necessary or appropriate for the Independent NEDs to perform their duties effectively;
- Consult with the Chairman regarding Board meeting schedules to ensure Independent NEDs can perform their duties responsibly and with sufficient time for discussion of all agenda items; and
- Chair meetings of the Board or Non-Executive Directors, in the absence of the Chairman or his abstention.