73 The Board is also mindful of their wider obligations and considers the impact of their decisions on the Group’s various stakeholders such as its patients, employees, shareholders, the community and the environment as a whole. Sustainability considerations are deeply integrated into the corporate strategy, governance and decision-making processes to ensure the creation of sustainable value for all stakeholders. Board Charter The Board Charter outlines the roles and responsibilities of the Board, Board Committees, individual Directors and Management. The Board Charter contains, among others, the principles for the operation of the Board and a formal schedule of matters specifically reserved for the Board’s decision. The Board Charter is available for reference on the Company’s website at https://www.ihhhealthcare.com/investors/ corporate-governance. The Board reviews the Board Charter as and when it deems fit to ensure its relevance to the Company’s operating environment and alignment with applicable rules and regulations. The Board Charter was last reviewed and approved for adoption by the Board in June 2020. Limits of Authority The Limits of Authority (LOA) is a Group policy that delineates the authority limits for the Board, Board Committees, GCEO and Senior Management personnel, to ensure adherence to the principles of good corporate governance. While the operations of the Group are governed by the LOA, the ultimate management and control of the Group’s business and affairs rest with the Board. The Board retains the authority to review and amend the LOA as necessary to align with the evolving operating environment of the Group. The LOA was last updated in February 2025. Corporate Integrity The Board is committed to fostering good business conduct and upholding a healthy corporate culture that engenders integrity, transparency and fairness. The Board has, since 2013, established and implemented a Code of Conduct (the Code) across the Group. The Code outlines the ethical standards and conduct expected from all employees in their professional roles within the Group. The Code was last reviewed and approved by the Board in August 2024 for adoption on 1 September 2024. The Group has also established a ThirdParty Code of Conduct which outlines the minimum standards for compliance by third parties in all business dealings with the Group. The Group expects all third parties with business dealings with the Group to comply with all applicable laws, regulations and standards as well as the Third-Party Code of Conduct. The Board has also put in place a Board of Directors Conflict of Interest (COI) Policy since 2018 which provides a framework for all Directors of IHH and its subsidiaries in relation to disclosure of actual or potential COI and the protocol in managing the conflicts. In August 2019, the Group established the Anti-Bribery and Corruption Policy (ABC Policy) which spells out the steps required in managing, escalating, assessing, preventing and reporting any potential or actual bribery and corruption during the course of business. IHH Group is committed to conducting its business with integrity and has a zero-tolerance policy against all forms of bribery and corruption and upholds all applicable laws in relation to anti-bribery and corruption. The ABC Policy was last revised in June 2023. Since June 2023, the Group also established the Gifts, Hospitality, Donations & Sponsorship Policy (GHDS Policy) which serves to regulate the acceptable practices for giving and receiving gifts, hospitality, donations and sponsorships across IHH’s operations. The ABC Policy and GHDS Policy are aligned with the Whistleblowing Policy (further details as elaborated below) and the Code, aim to further enhance the Group’s existing processes in combating bribery and corruption consistent with the corporate liability provisions under Section 17A of the Malaysian Anti-Corruption Commission Act 2009. Read about the Code, Third-Party Code of Conduct, ABC Policy and GHDS Policy at https://www.ihhhealthcare.com/investors/ corporate-governance. Whistleblowing Policy At IHH, we prioritise maintaining the highest level of confidence in the integrity of the operations of IHH and all its operating subsidiaries. To support this commitment, we have implemented a confidential reporting procedure that enables external parties, suppliers, contractors, key stakeholders, shareholders and employees to raise concerns and help prevent or deter improper activities. A Whistleblowing Policy has been in place within the Group since 2013 and it ensures that whistleblowers are protected from reprisals or victimisation as a result of making the information known in good faith. Read about our Whistleblowing Policy at https://www.ihhhealthcare.com/investors/ corporate-governance. Division of Roles and Responsibilities between the Chairman and the GCEO At IHH, the roles and responsibilities of the Chairman and GCEO are distinctly separated and clearly defined in the Board Charter, adhering to best practices. This separation promotes accountability and ensures a clear division of responsibilities so that no one individual can influence the Board’s discussions and decision-making. The Chairman provides leadership to the Board in its collective oversight of Management and is instrumental in creating the necessary conditions
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