UEM EDGENTA BERHAD Integrated Annual Report 2025 226 BOARD FOCUS AREAS The Board’s responsibilities include overseeing the proper management of the Company and ensuring the successful delivery of its strategic objectives. To fulfil these responsibilities during the financial year, the Board adhered to an annual meeting programme that was prepared in advance during the fourth quarter of 2024. The Board meeting calendar was provided to all Directors before the start of the new financial year to facilitate effective planning and full participation. In addition to the scheduled meetings, special Board meetings were convened, where necessary, to deliberate urgent or time sensitive matters. The main Board activities during the financial year under review are summarised below:- Strategic Plans and Direction • Reviewed, noted and/or approved: - the Annual Operating Plan, corporate scorecard and Managing Director/Chief Executive Officer scorecard; - business strategies and operating plans; - the conduct of the Group’s international business; - digital transformation; and - embedding end-to-end sustainability in business operations and client solutions. • Strengthening operational excellence. • Reviewed the proposed selective capital reduction and repayment offer. Overseeing the Conduct of Business • Reviewed and approved the Circular to Shareholders in relation to Recurrent Related Party Transactions. Health, Safety, Security and Environment • Reviewed the Health, Safety, Security and Environment Report on a quarterly basis. Risk Management • Reviewed the whistleblowing status on a quarterly basis. • Reviewed the risk exposure in relation to material litigation. • Reviewed the recommendation from Board Governance and Risk Committee (“BGRC”) and noted the following on a quarterly basis:- - Risk Management Status Report; - Integrity & Compliance Progress Update; - Business Continuity Management Progress Update; - Insurance Progress Update; and - Whistleblowing Status Update. • Reviewed the recommendation from the BGRC and approved the following: - Strategic Roadmap for Risk, Integrity and Compliance Department; and - Revision of Terms of Reference for Risk Management Committee. Financial Matters • Reviewed the recommendation from Audit Committee (“AC”) and approved the quarterly financial results and audited financial statements. • Reviewed and approved the revaluation of investment properties. • Considered and approved the payment of interim dividend. • Met up with the External Auditors (“EA”) for the presentation of their reports and conducted private session with EA without the presence of Management. • Reviewed and recommended the re-appointment of EA and its audit fees. Succession Planning for Senior Management • Reviewed and approved the appointment of Senior Management of Grade UT2 and above. Environment, Social and Governance • Reviewed and deliberated on the reports on the progress of the action plans for Environment, Social and Governance on a quarterly basis. Governance/ Compliance • Reviewed and accepted/approved the resignation and appointment of Managing Director. • Reviewed and approved the revision of Conflict of Interest (“COI”) Policy. • Reviewed and noted the Report on COI for Directors and Senior Management on a quarterly basis. Human Resources • Reviewed and approved/noted the following: - Proposed salary range revision (minimum wage adjustment); - Proposed Learning Bond Policy; - Remuneration framework and performance bonus for UEM Edgenta Group; and - Corporate HQ Operating Model. CORPORATE GOVERNANCE OVERVIEW STATEMENT
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