CORPORATE GOVERNANCE OVERVIEW STATEMENT Independence of Director The Board only considers Directors to be independent where they are independent of management and free from any business or other relationship that could materially interfere with or could reasonably be perceived to interfere with the exercise of their unfettered and independent judgement. The NC reviews the independence of each Independent Director annually or whenever necessary, in light of information relevant to this assessment as disclosed by each Independent Director to the Board. The Board has through NC carried out assessment on the independence of all Independent Directors during FY2021 and in March 2022* and is satisfied that all Independent Directors remain objective and met the criteria of independence as prescribed in the MMLR. The Board concurred with the findings of the NC, and considered the suitability of each of the Independent Directors to continue to act as independent directors of the Company. The Board recommends and supports the re-election of Dato’ Ir. Fong Tian Yong, Anita Chew Cheng Im, Johar Salim Bin Yahaya and Bhupendar Singh A/L Sewa Singh, who are seeking for reelection pursuant to Clause 78 of the Company’s Constitution at the forthcoming Thirteenth AGM. New Directorship While the Board allows its Directors to accept appointments to other boards, the Directors are required to discuss with the Chairman and the Chief Executive Officer (“CEO”) before accepting the new appointment and to indicate the time expected to be spent on the new appointment. Role of Board The Board’s role is to represent and serve the interests of the shareholders. It is primarily responsible for setting the appropriate tone at the top, overseeing and supervising the management of the business affairs of the Group towards realising the long-term success and delivery of sustainable value to its stakeholders. The responsibilities of the Board include: (a) Formulating the Group’s strategic plans and strategies with economic, environmental and social considerations in line with sustainability practices for the Group; (b) Reviewing, challenging and deciding on corporate proposals for theGroup, andmonitoring its implementation byManagement; (c) Overseeing the conduct of the Group’s business to ensure the business is being properly managed with good corporate governance, high standard of ethics and corporate behaviour; (d) Establishing an effective riskmanagement and internal control framework which includes identifying the principal risks and ensuring the implementation of appropriate internal controls andmitigationmeasures to achieve a proper balance between risks incurred and potential returns to the shareholders; (e) Setting the risk appetite within which the Board expects Management to operate and ensure that there is an appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial risks; (f) Ensure Senior Management has the necessary skills and experience, and there are measures for orderly succession planning for the Company’s Board and Senior Management which are reviewed on an annual basis, and to ensure that there are appropriate policies for training, appointment and performance monitoring of Senior Management; (g) Developing and implementing an investor relation programme or shareholder communicationpolicy for theCompany toenable effective communication with stakeholders; (h) Together with Senior Management, promote good corporate governance culture within the Group which reinforces ethical, prudent and professional behaviour; and (i) Ensuring the integrity of the Company’s financial and nonfinancial reporting. Matters which shall be reserved for decision by the Board, supported by any recommendation as may be made from time to time by the Board Committees (as appropriate) include: (a) Strategic issues and planning, including sustainability; (b) Corporate plans and programmes; (c) Budget and performance reviews; (d) Dividend policy or declaration of dividends; (e) Material borrowings; (f) Treasury policies; (g) Key human resources issues; (h) New ventures; (i) Material acquisitions and disposals of undertakings, assets and properties; (j) Quarterly financial results and annual financial statements; and (k) Anymatters or transactions that fall within the ambit of theBoard pursuant to the CA 2016, MMLR, the Company’s Constitution or any other applicable laws and regulations. The Board delegates responsibility for the day-to-day operation of the Group’s business to the Executive Directors and recognises its responsibility for ensuring that the Group operates within a framework of prudent and effective control. Chairman and Chief Executive Officer The roles and responsibilities of the Chairman and the CEO are clearly defined and segregated to ensure a balance of power and authority such that no one individual has unfettered power of decision. The Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role. Annual Repor t 2021 38
RkJQdWJsaXNoZXIy NDgzMzc=