NOMINATING COMMITTEE (“NC”)
The NC assists the Board of Directors (“Board”) of YTL Corporation Berhad (“YTL Corp” or the “Company”) in discharging its responsibilities by overseeing the selection and assessment of Directors to ensure that the composition of the Board meets the needs of the Company.
The terms of reference of the NC can be found under the “Governance” section on the Company’s website at www.ytl.com.
During the financial year ended 30 June 2025, two (2) meetings were held and the details of attendance are as follows:
| Members of the NC | |
| Choo Yoo Kwan @ Choo Yee Kwan (Chairman) | |
| Raja Noorma Binti Raja Othman | |
| Tang Kin Kheong |
POLICY ON BOARD COMPOSITION
As the Board’s overriding aim is to maintain a strong and effective Board, it seeks to ensure that all appointments are made on merit, taking into account the collective balance of elements such as skills, experience, age, gender, ethnicity, background and perspective. The Board recognises the importance of encouraging and developing female talent at all levels. There are currently four female directors on the Board comprising 33.3% of the Board, exceeding the 30% recommended under the Malaysian Code on Corporate Governance. The Board intends to continue its current approach to diversity in all aspects while at the same time seeking Board members of the highest caliber, and with the necessary strength, experience and skills to meet the needs of the Company.
BOARD NOMINATION AND ELECTION PROCESS AND CRITERIA USED
The NC is responsible for considering and making recommendations to the Board, candidates for directorship when the need arises such as to fill a vacancy arising from resignation or retirement or to close any skills, competencies, experience or diversity gap that has been identified or to strengthen Board composition. Candidates may be proposed by the Managing Director or any Director or shareholder and must fulfil the requirements prescribed under the relevant laws and regulations for appointment as director. A candidate’s suitability for appointment will be based primarily on the individual’s merits, fitness and propriety in accordance with the Fit and Proper Policy adopted by the Board, as well as the strategic aim for the appointment.
ACTIVITIES OF THE NC FOR THE FINANCIAL YEAR ENDED 30 JUNE 2025
| i | Annual evaluation | ||
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In May 2025, the annual evaluation of the effectiveness of the Board, Board Committees and individual directors was carried out. The evaluation exercise was facilitated by the Company Secretary and involved the completion of evaluation forms. Besides composition and diversity, Board effectiveness evaluation covered the areas of quality of governance and decision making, including ability in addressing and managing the Company’s material sustainability risk and opportunities, while Board Committees were assessed on their composition, expertise, and whether their functions and responsibilities were effectively discharged in accordance with their respective terms of reference. Individual Directors were evaluated on their fit and properness, caliber, character and integrity, contribution and performance; whether they devote necessary time and commitment, and have shown the will and ability to deliberate constructively, ask the right questions and confidence to stand up for a point of view. With regards to the Independent Directors, their independence was also assessed. Results of the evaluations indicated no evident weaknesses or shortcomings which require mitigating measure. The Board and the Board Committees continue to perform effectively and the Directors demonstrated satisfactory performance and commitment in discharging their responsibilities for the financial year ended 30 June 2025. The NC, with the concurrence of the Board was of the view that the Board is of the right size and has an appropriate mix of skills, experience, perspective, independence and diversity, including gender diversity needed to meet the needs of the Company. |
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| ii | Review of Directors standing for re-election | ||
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In June 2025, based on the schedule of retirement by rotation and in conjunction with the annual evaluation exercise, the NC (save for Puan Raja Noorma Binti Raja Othman who abstained from deliberations in respect of her own re-election) evaluated and recommended to the Board that Tan Sri (Sir) Yeoh Sock Ping, Dato’ Yeoh Seok Kian, Dato’ Yeoh Soo Min and Puan Raja Noorma Binti Raja Othman, who are due to retire by rotation pursuant to Article 86 of the Company’s Constitution at the Forty-Second Annual General Meeting (“AGM”) of the Company, stand for re-election. The NC was satisfied that the executive directors, namely, Tan Sri (Sir) Yeoh Sock Ping, Dato’ Yeoh Seok Kian and Dato’ Yeoh Soo Min who have a wealth of experience, knowledge and insights of the business, operations and growth strategies of YTL Corp and subsidiaries (“YTL Corp Group”), performed and contributed effectively as indicated by the performance evaluation results. The NC also considered their fit and properness, in particular their character and integrity, experience and competence, as well as their time and commitment to their roles and responsibilities. As for the Independent Non-Executive Director, namely, Puan Raja Noorma Binti Raja Othman, the NC (save for Puan Raja Noorma Binti Raja Othman who abstained from deliberations in respect of her own re-election) was satisfied that she continues to meet the fit and proper criteria as stated in Fit and Proper Policy and exercise objective and independent judgement in discharging her roles and responsibilities, and fulfil the independence criteria set out in the Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Listing Requirements”). |
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| iii | Review of the evaluation forms | ||
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The NC reviewed and recommended to the Board the adoption of revised evaluation forms to ensure consistency with the Malaysian Code on Corporate Governance, Listing Requirements and Board Charter of the Company. |
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| iv | Review of the NC Statement for financial year ended 30 June 2025 | ||
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The NC reviewed this NC Statement prior to its recommendation to the Board for inclusion in the 2025 Annual Report. |
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INDUCTION, TRAINING AND DEVELOPMENT OF DIRECTORS
Upon joining the Board, a newly appointed Director will be given an induction pack containing the Company’s annual report, various policies adopted by the Company, terms of references of the Board Committees, Constitution, and schedule of meetings of the Board and Board Committees (if the Director is also a Committee member) which will serve as an initial introduction to the YTL Corp Group as well as an ongoing reference. This is followed by familiarisation visits to the Group’s operational sites and meetings with senior management where practicable and appropriate.
The Board, through the NC, assesses the training needs of its Directors on an ongoing basis by determining areas that would best strengthen their contributions to the Board.
Besides the findings from the annual performance evaluation of Directors, which provide the NC with useful insights into the training needs of the Directors, each Director is requested to identify appropriate training that he/she believes will enhance his/her contribution to the Board.
The Board has taken steps to ensure that its members have access to appropriate continuing education programmes. The Company Secretary facilitates the organisation of in-house development programmes and keeps Directors informed of relevant external training programmes.
During the financial year ended 30 June 2025, the following in-house training programmes were organised for the Directors:
- YTL LEAD Conference 2024;
- Recent Developments with the Listing Requirements, Including Conflict of Interest (“COI”) Amendments;
- YTL Personal Data Protection Course;
- YTL Workplace Health & Safety;
- Mastering Technology and Data Risk in the Age of Generative AI.
All the Directors have undergone training programmes during the financial year ended 30 June 2025. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas:
| Seminars/Conferences/Training | Attended by | |
| 🢒 | Corporate Governance/Cybersecurity/Capital Markets/Investment/Legal/Compliance/Environmental, Social & Governance/Sustainability | |
| Recent Developments with the Listing Requirements, Including COI Amendments | Tan Sri (Sir) Yeoh Sock Ping Dato’ Yeoh Soo Min Dato’ Yeoh Seok Kah Syed Abdullah Bin Syed Abd Kadir Choo Yoo Kwan @ Choo Yee Kwan Raja Noorma Binti Raja Othman Tang Kin Kheong Sharifatu Laila Binti Syed Ali |
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| YTL Personal Data Protection Course | Dato’ Yeoh Seok Kian Dato’ Yeoh Seok Kah Syed Abdullah Bin Syed Abd Kadir Raja Noorma Binti Raja Othman |
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Institute of Corporate Directors of Malaysia (ICDM): Mandatory Accreditation Programme
Part II: Leading for Impact (LIP) |
Tan Sri (Sir) Yeoh Sock Ping Dato’ Yeoh Seok Kian Dato’ Yeoh Soo Min Dato’ Sri Yeoh Sock Siong Dato’ Yeoh Soo Keng Syed Abdullah Bin Syed Abd Kadir Raja Noorma Binti Raja Othman Tang Kin Kheong Sharifatu Laila Binti Syed Ali |
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| YTL Climate-Related Risks and Opportunities Training | Dato’ Sri Yeoh Sock Siong Dato’ Yeoh Soo Keng |
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| YTL Workplace Health & Safety | Dato’ Yeoh Seok Kah Syed Abdullah Bin Syed Abd Kadir |
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| Malaysian Institute of Management: Shared Responsibility, Shared Future: Uniting Stakeholders to Co-Create a Greener Malaysia | Dato’ Yeoh Soo Min | |
| United Nations: International Women’s Day Forum 2025 – For ALL Women and Girls in Malaysia: Rights. Equality. Empowerment | Dato’ Yeoh Soo Min | |
| Webinar by DBS: XRP & the XRP Ledger 101 | Dato’ Yeoh Soo Min | |
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YTL Digital Bank Berhad: Corporate and Personal Liability on Corruption under Section
17A of the MACC Act 2009 – Implications to the Bank, its Directors and Management |
Dato’ Seri Yeoh Seok Hong | |
| RAM Holdings Berhad (“RAM”): Introduction to Carbon Management | Choo Yoo Kwan @ Choo Yee Kwan | |
| FIDE FORUM: Directors’ Remuneration Report Launch | Choo Yoo Kwan @ Choo Yee Kwan | |
| Climate Governance Malaysia webinar: Beyond COP: From Insights to Competitive Advantage | Choo Yoo Kwan @ Choo Yee Kwan | |
| Cagamas: Cyber Security Awareness Session for Board | Choo Yoo Kwan @ Choo Yee Kwan | |
| UOB Kay Hian: CIO Series 21 – Trump’s Reciprocal Tariffs and Their Market Implications | Choo Yoo Kwan @ Choo Yee Kwan | |
| Cagamas & International Finance Corporation (IFC): Green Buildings Finance Forum | Choo Yoo Kwan @ Choo Yee Kwan | |
| EPF Investment Seminar 2024 (EIS24) Malaysia – Where are the Opportunities? | Raja Noorma Binti Raja Othman | |
| AML/CFT Essentials: Sanctions Management | Raja Noorma Binti Raja Othman | |
| Cyber Security Awareness for Board of Directors and Senior Management | Raja Noorma Binti Raja Othman | |
| Deloitte: Board-Ready Women Program 2024: Board-Ready, Inspired Women | Raja Noorma Binti Raja Othman | |
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Bursa Malaysia: Board Ethics: Growing Concerns from New Technology, Stakeholder
Interests & Conflict of Interest |
Raja Noorma Binti Raja Othman | |
| EPF: Government Linked Investment Companies (GLIC) Integrity Event (GIE) 2024 | Raja Noorma Binti Raja Othman | |
| EPF: Muzakarah Sekretariat Syariah GLIC 2024: Pelaburan Pasaran Persendirian: Inovasi Dalam Keterbatasan? | Raja Noorma Binti Raja Othman | |
| ICDM: Achieving Boardroom Excellence: Redefining Corporate Directorship for The Modern Era | Raja Noorma Binti Raja Othman | |
| Anti-Bribery and Corruption (ABC) Refresher Training 2024 – Board of Directors | Raja Noorma Binti Raja Othman | |
| ISEAS-Yusof Ishak Institute: Regional Outlook Forum 2025: Resilience Amid Global Winds of Change | Raja Noorma Binti Raja Othman | |
| Malaysia Carbon Market Forum 2024: Empowering Climate Actions through Carbon Markets | Sharifatu Laila Binti Syed Ali | |
| Malaysia’s Equity Market Competitiveness vis a vis Regional Peers – Observations & Opportunities | Sharifatu Laila Binti Syed Ali | |
| Rediscovering ESG – “How the Board can make the change” | Sharifatu Laila Binti Syed Ali | |
| Lembaga Pembiayaan Perumahan Sektor Awam: Boardroom Masterclass | Sharifatu Laila Binti Syed Ali | |
| Capital Markets – Global Trends, Opportunities, Risks & Challenges | Sharifatu Laila Binti Syed Ali | |
| FX Outlook – Trump Term 2.0 FX Adjustments and De-Dollarization Update | Sharifatu Laila Binti Syed Ali | |
| IRB Malaysia: E-Invoicing Process and Guidelines on Board Remuneration | Sharifatu Laila Binti Syed Ali | |
| 🢒 | Leadership and Business Management/Economy/Finance/Banking | |
| YTL LEAD Conference 2024 | Tan Sri (Sir) Yeoh Sock Ping Dato’ Yeoh Seok Kian Dato’ Yeoh Soo Min Dato’ Seri Yeoh Seok Hong Dato’ Sri Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Yeoh Seok Kah Syed Abdullah Bin Syed Abd Kadir Choo Yoo Kwan @ Choo Yee Kwan Raja Noorma Binti Raja Othman Tang Kin Kheong Sharifatu Laila Binti Syed Ali |
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| J.P. Morgan: Women’s Forum 2024 – The Power of Perseverance | Dato’ Yeoh Soo Min | |
| Asian Institute of Chartered Bankers (“AICB”): 3rd Malaysian Banking Conference 2024: Banking in the Era of GenAI – Reshaping Banking, Innovating for the New Economy & Accelerating Sustainability | Choo Yoo Kwan @ Choo Yee Kwan | |
| Perbadanan Insurans Deposit Malaysia (PIDM): 2nd National Resolution Symposium 2024 | Choo Yoo Kwan @ Choo Yee Kwan | |
| Deloitte Regulatory Talk: Managing Individual Accountability | Choo Yoo Kwan @ Choo Yee Kwan | |
| AICB: Ministry of Finance (MOF) Post-Budget 2025 Forum | Choo Yoo Kwan @ Choo Yee Kwan | |
| FIDE FORUM: Engagement Session with FIDE FORUM Members on Bank Negara Malaysia Annual Report 2024, Economic and Monetary Review 2024 and Financial Stability Review for Second Half of 2024 | Choo Yoo Kwan @ Choo Yee Kwan | |
| RAM Credit Seminar 2025 | Choo Yoo Kwan @ Choo Yee Kwan | |
| PwC Artificial Intelligence (AI) Leadership Conference 2025 | Choo Yoo Kwan @ Choo Yee Kwan | |
| Bank Negara Malaysia Sasana Symposium 2025: Structural Reforms – Building a Resilient Malaysia | Choo Yoo Kwan @ Choo Yee Kwan Raja Noorma Binti Raja Othman |
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| FIDE FORUM: Facing the Future: Elevating Board Leadership in a time of Transformation | Choo Yoo Kwan @ Choo Yee Kwan | |
| Ikhlas Capital Annual Conference 2024 | Raja Noorma Binti Raja Othman | |
| Khazanah Megatrends Forum 2024 | Raja Noorma Binti Raja Othman Sharifatu Laila Binti Syed Ali |
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| AlixPartners Malaysia Leadership Forum | Raja Noorma Binti Raja Othman | |
| Beyond the Headlines on US Tariffs: What’s Next for Malaysian Businesses and the Global Economy? | Raja Noorma Binti Raja Othman | |
| Digital banking & the role of artificial intelligence in banking operations | Raja Noorma Binti Raja Othman | |
| FIDE Forum: Launch of the Board Culture and Leadership Report 2025 | Raja Noorma Binti Raja Othman | |
| The Malaysian Institute of Certified Public Accountants: Accelerate Your Financial Reporting Excellence | Tang Kin Kheong | |
| Securities Commission – World Bank Conference | Sharifatu Laila Binti Syed Ali | |
| 63rd World Federation of Exchanges General Assembly and Annual Meeting 2024 | Sharifatu Laila Binti Syed Ali | |
| Forum Ekonomi Malaysia 2025: Seizing Malaysia’s Moment | Sharifatu Laila Binti Syed Ali | |
| 36th Palm & Lauric Oils Price Outlook Conference & Exhibition (POC2025) | Sharifatu Laila Binti Syed Ali | |
| Bursa Malaysia: President Trump’s Policies-Geopolitical & Economic Implications | Sharifatu Laila Binti Syed Ali | |
| Bursa Malaysia-Economic Club of Kuala Lumpur-CIMB Roundtable: Global Headwinds vs Domestic Resilience: Refreshed Outlook 2025 | Sharifatu Laila Binti Syed Ali | |
| 🢒 | Risk Management/Technology/Innovation | |
| Mastering Technology and Data Risk in the Age of Generative AI | Tan Sri (Sir) Yeoh Sock Ping Dato’ Sri Yeoh Sock Siong Dato’ Yeoh Soo Keng Dato’ Yeoh Seok Kah Syed Abdullah Bin Syed Abd Kadir Choo Yoo Kwan @ Choo Yee Kwan Tang Kin Kheong |
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| Australian Trade and Investment Commission: Women in Technology – Breaking Barriers | Dato’ Yeoh Soo Min | |
| KROLL – Trump 2.0: Geopolitical and Business Risk Implications for Asia-Pacific | Choo Yoo Kwan @ Choo Yee Kwan | |
| The Institute of Internal Auditors Malaysia: Live Webinar – Bursa 2024 Market Intermediaries Advocacy Programme: The New Technologies: Elevating Cyber Resilience Against Emerging Threats | Raja Noorma Binti Raja Othman | |
| Key Cyber Insights, Artificial Intelligence and Technology Trends | Raja Noorma Binti Raja Othman | |
| Asia School of Business: Governance of Generative AI | Raja Noorma Binti Raja Othman | |