MSM Malaysia Holdings Berhad Annual Report 2020

CORPORATE GOVERNANCE OVERVIEW STATEMENT MSM Governance Framework provides an overview on the Corporate Governance practices of MSM Group under the leadership of the Board and guided by the following key principles: (a) Board leadership and effectiveness (b) Effective audit and risk management (c) Integrity in corporate reporting and meaningful relationship with stakeholders. MSM’s application of the practices in relation to the MCCG 2017 are provided in the Corporate Governance Report (“CG Report 2020”) as available on the Company’s corporate website at http://www.msmsugar.com/investor- relations/annual-reports. Focus on Strong Governance We are focused on ensuring that integrity remains paramount in the conduct of our business across the MSM Group. We would like to emphasise that the Board does not tolerate failure to comply with either our legal obligations or internally mandated high standards of behaviour. With this in mind, the MSM Group is well positioned to continue to improve its performance in future years. We believe that we have an experienced and committed Board who continue to focus on promoting the success and long-term sustainable value of the Group. We will continue to monitor the balance of skills, experience and knowledge on the Board and ensure that it remains appropriate and relevant to drive the Group’s strategy forward over the coming years. Commitment to Anti-Bribery and Anti-Corruption We have put in place our adequate procedures such as, Anti-Bribery Policy Statement and Whistleblowing Policy at MSM website in compliance with Paragraph 15.29 (1) and (2) of MMLR guided by the Guidelines on Adequate Procedures, Section 17A (5) of the Malaysian Anti-Corruption Commission (“MACC”) Act 2009 (Amendment Act 2018). Three (3) key focus areas were examined – Corruption, Fraud and Abuse of power. Anti-Bribery Policy Statement and Whistleblowing Policy are available on the Company’s corporate website at http://www.msmsugar.com/our-company/corporate-governance. A: BOARD LEADERSHIP AND EFFECTIVENESS Roles and Responsibilities of Directors The Board’s oversees the MSM Group businesses and its performance for the MSM Group long-term success, working with the Senior Management to achieve the MSM Group strategic objectives and the delivery of sustainable value to its Stakeholders. The Board is primarily responsible for the MSM Group overall strategic plans and directions, overseeing the conduct of the businesses, risk management, succession planning of Senior Management, implementing investor relations programmes and ensuring the system of internal controls and management information system are adequate and effective. Details of information on the Board’s roles and responsibilities together with the Board’s reserve matters can be found in the Board Charter which is made available on the Company’s corporate website at http://www.msmsugar.com/our-company/corporate-governance. Board of Directors Under the Company’s constitution, the number of Directors shall not be less than two (2) and not more than twelve (12). The composition of the Board is in compliance with Paragraph 15.02 of the MMLR. As at the date of this statement, there are eight (8) members on the Board, comprising: • Six (6) Independent Non-Executive Directors; and • Two (2) Non-Independent Non-Executive Directors. The composition of the Board is reviewed annually by the Nomination and Remuneration Committee (“NRC”) to ensure effective balance diversification of gender, skill-sets, experience and knowledge. The profiles of the Directors are presented on pages 68 to 71 of this Annual Report. Appointments to the Board are made via formal, rigorous and transparent process, premised on meritocracy and taking into account objective criteria such as competencies, experience, character, integrity, diversity and the ability to devote time as needed. MSM MALAYSIA HOLDINGS BERHAD Annual Repor t 2020 76 CHAIRMAN’S STATEMENT DELIVERING VALUE MSM OVERVIEW MANAGEMENT DISCUSSION & ANALYSIS GROUP FINANCIAL REPORT