Governance Sustainability • Approved Digi’s Board Calendar and Meeting plans 2022 • Reviewed and approved Digi’s CEO Short Term Incentive 2020 payout and Scorecard • Reviewed and approved the revised Board Charter and TOR of the Board Committees • Received the Minutes of Meeting of the Board Committees • Recommended the payment of Directors’ fees and benefits payable to Independent Non-Executive Director for shareholders’ approval • Approved to convene the 24th Virtual AGM • Recommended the Directors standing for re-election at the AGM • Reviewed the tenure of Directors • Reviewed Digi’s 2021 ESG performances, taking discussions on future outlooks and setting priorities for 2022 • Strategy workshop on Climate and Environment to assess Digi’s readiness and commitment to decarbonisation and plans to adopt the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations • Reviewed Digi’s 2021 material matters as part of the Materiality Assessment exercise conducted with external and internal stakeholders Board Appointment Process Digi practices a transparent and rigorous process on the appointment of new Directors. Nomination of Non-Independent Non-Executive Directors (NINED) is made by Telenor, being the major shareholder of the Company. The search for potential Independent Non-Executive Director (INED) is made through engagement of professional recruitment firm or recommendations from existing Board members in identifying suitable qualified candidates to fill the vacant positions based on the identified selection criteria approved by the NC.The NC will shortlist candidates for engagement sessions to review the suitability of the candidate prior to recommending to the Board for approval. All potential candidates are first considered by the NC, taking into account mix of skills, competencies, experience, integrity, personal attributes, and time commitment. Diversity in terms of age and gender are also considered during the selection criteria. During the year under review, Digi had engaged a professional recruiting firm to assist in the search for a new INED and taking into account the mix of skills, competencies, experience, integrity, personal attributes, and time commitment. Datuk Iain John Lo was appointed as INED on 24 May 2021. Corporate Governance Overview Statement 103 Integrated Annual Report 2021 Governance Audited Financial Statements Other Information
RkJQdWJsaXNoZXIy ODU0MjU5