The Board is led by Tan Sri Dr. Azmil Khalid, an Independent Non-Executive Chairman responsible for instilling good corporate governance practices, leadership and effectiveness of the Board. To ensure check and balance, the positions of Chairman and Managing Director/Chief Executive Officer are held by different individuals who are unrelated to each other. To maintain impartiality and to avoid impairing objectivity, the Chairman is not a member of the Audit Committee or the Nomination and Remuneration Committee, nor has he participated in any committee meetings by invitation. The Board is supported by Ms. Chiew Siew Yuen, a qualified company secretary under the Companies Act 2016. She regularly attends relevant continuous professional development programmes to maintain up-to-date knowledge of the regulatory requirements. Ms. Chiew advises the Board on all governance matters and ensures adherence to Board procedures. This includes ensuring the distribution of complete and accurate meeting materials within a reasonable period prior to meetings, as well as circulating minutes of meetings in a timely manner. She also ensures effective communication flows between the Board and its Committees, as well as between Senior Management and the Non-Executive Directors. Assist the Board in the oversight responsibilities by reviewing and monitoring the integrity and adequacy of the Group’s internal controls, financial and non-financial reporting process and management information systems, including related party transactions and systems for compliance with applicable laws, regulations, rules, directives and guidelines. AUDIT COMMITTEE Reinforce corporate governance, integrity and transparency in the procurement process and contract management. BOARD TENDER COMMITTEE Assist the Board on all matters in respect of acquisitions and divestments of business/investments. BOARD INVESTMENT COMMITTEE (Ad-hoc Committee) Undertake governance and compliance duties and responsibilities in addition to the oversight of risk management matters, monitor the exercise of Integrity & Governance unit and overseeing the overall issue of corruption, fraud, malpractice & unethical conduct within the organisation. BOARD GOVERNANCE AND RISK COMMITTEE NOMINATION AND REMUNERATION COMMITTEE Assist the Board on the nomination of Directors and Senior Management, assessing the effectiveness of the Board and Board Committees and recommending remuneration packages and assessing the performance of Managing Director/ Chief Executive Officer and Senior Management. In ensuring that the Board discharged its responsibilities effectively and thoroughly, the Board is supported by five (5) Board Committees. These committees operate within clearly defined terms of references. Board committee meetings were never combined with the main board meeting to allow objective and independent discussion by the committees. Each committee chair would report to the Board on the committee’s activities following each committee meeting. However, the ultimate responsibility for making final decisions on all matters rest with the Board. Corporate Governance Overview Statement UEM EDGENTA BERHAD 228 Integrated Annual Report 2024
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