Asia Media Annual Report 2017

ASIA MEDIA GROUP BERHAD Annual Report 2017 28 CORPORATE GOVERNANCE STATEMENT (cont’d) 2. STRENGTHEN COMPOSITION OF THE BOARD (cont’d) 2.4 Re-appointment and Re-election of Directors (cont’d) The Company does not have term limits for Directors, However, the Nomination Committee reviews the performance and the contribution of the Director on an annual basis. The Company, however, believes that valuable contribution can be obtained from a Director who has served the Company over a period of time since they have likely developed valuable insights of the Group and its businesses. Notwithstanding the aforesaid, the Nomination Committee takes into consideration relevant regulations such as Bursa Securities Main Market Listing Requirements and the MCCG 2017 that may have set conditions or limitation on the tenure of the Directors before arriving at the NRC’s decision on its recommendation to the Board. Therefore, the Board recommends the re-election of Mr Paul Jong Jun Hian and Mr Ong Chooi Lee who will be retiring pursuant to Articles 70 and 75 at the forthcoming Annual General Meeting and are standing for re-election. 3. REINFORCE INDEPENDENCE The Board recognises that Independent Non-Executive Directors play an important role in ensuring impartiality of the Board’s deliberations and decision-making process. 3.1 Annual Assessment of Independent Directors During the financial year under review, the Nomination Committee had assessed the contribution and performance of the Independent Non-Executive Directors, upon appointment, re-election and their independence. Moving forward, the independence assessments shall be performed on an annual basis. The Board is satisfied with the assessment of the Independent Directors especially with the level of independence demonstrated by all the Independent Directors of the Company and their ability to provide objective judgement to the Board, which mitigate conflict of interest and undue influence from interested parties. 3.2 Tenure of Independent Directors The Board takes cognisance of the Code’s recommendation on the tenure of an Independent Non-Executive Director which shall not exceed a cumulative term of nine (9) years. Under the Code, upon completion of the nine (9) years of service, an Independent Director may continue to serve on the Board subject to the director’s re-designation as a Non-Independent Director. However, subject to the assessment of the Nomination Committee, an Independent Director after serving a cumulative nine (9) years are subject to the Shareholders’ approval in a general meeting.