Board Diversity Policy

Purpose
Recommendation 2.2 of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) recommends that the board should establish a policy formalising its approach to boardroom diversity. This entails the board through its nomination committee to take the necessary steps to ensure that women candidates are sought as part of its recruitment exercise. The board should explicitly disclose in the annual report its gender diversity policies and targets and the measures taken to meet those targets.

The Board Diversity Policy (the “Policy”) sets out the approach to diversity on the Board of Directors (the “Board”) and the executive level which reports directly to the Board (“Senior Management”) of WZ Satu Berhad Group (the “Company” or “WZ”).

Objectives

The Board recognises that board diversity is an essential element contributing to the sustainable development of the Company and does not discriminate on the basis of ethnicity, age, gender, nationality, political affiliation, religious affiliation, marital status, education background or physical ability. There is no specific target on the composition in terms of gender, age or ethnic of its Board members or members of Senior Management.

The Policy is aligned with the Company’s objective, values and principles. WZ’s strategic intent for Board and Senior Management diversity is the attraction, retention and development of a diverse team of skilled people who are increasingly engaged towards delivering of WZ’s strategy. The Policy is centred on the following initiatives:-

  • identifying and balancing the different skills and industry experience, background, gender and age of Directors and Senior Management personnel;
  • retaining Directors and Senior Management personnel based on merit, in the context of skills, time commitment and experience, in order for the Board and Management to be effective; and
  • providing a safe and healthy environment for the views of Directors and Senior Management to be heard and their concerns attended to and where bias, discrimination and harassment on any matter are not tolerated; and
  • the Board’s Nominating Committee reviews and assesses the composition of the Board and Senior Management and makes recommendations on the appointment of new Directors and Senior Management personnel. The Nominating Committee is tasked with the following responsibilities:-
    • take into consideration the benefits that flow from diversity and to appoint candidates based on merit and without prejudice, when reviewing the composition of the Board and Senior Management; and
    • consider the balance of skills, experience, independence, knowledge and the diversity representation of the Board, as part of the annual performance evaluation of the effectiveness of the Board, Board Committees and individual Directors;

Measurable Objectives

On regular basis, the Nominating Committee is tasked to discuss the measurable objectives for achieving diversity on the Board and Senior Management and recommend them to the Board for adoption. At any given time the Board may seek to improve one or more aspects of its diversity and measure progress accordingly.

Monitoring and Reporting

On regular basis, the Nominating Committee is tasked to discuss the measurable objectives for achieving diversity on the Board and Senior Management and recommend them to the Board for adoption. At any given time the Board may seek to improve one or more aspects of its diversity and measure progress accordingly.

Review of the Policy

The Nominating Committee will review regularly and assess the effectiveness of the Policy. Any requirement for amendment shall be deliberated by the Committee and any recommendation for revisions shall be highlighted to the Board for approval.

Revision to the Policy

This Policy shall be reviewed by the Board from time to time as necessary to ensure the Policy remains relevant and viable to meet the needs of the Company. Any revision to the Policy shall be recommended to the Board for consideration and approval.