corporate governance overview statement FORMAL SCHEDULE OF MATTERS RESERVED FOR THE BOARD There is a formal schedule of maers reserved for the Board. The Board at its discreঞon may choose to delegate certain roles and responsibiliঞes to Senior Management or specially formed commiees, or at its discreঞon, alter the maers reserved for its decision, subject to the limitaঞons imposed by the Company’s Consঞtuঞon and the relevant laws. Following are the key maers reserved for the Board: • Review and adopt a strategic plan, as developed by the Management, taking into account the sustainability of the Company’s business, with aenঞon given to the environmental, social and governance aspects of the business; • Oversee the conduct of the Company’s business, including monitoring the performance of the Management to determine whether the business is being properly managed; • Idenঞfy principle business risks faced by the Group and ensuring the implementaঞon of appropriate internal controls and miঞgaঞng measures to manage such risks; • Develop and maintain an effecঞve succession plan for all senior management posiঞons; • Review the leadership needs of the Company, both execuঞve and non-execuঞve, with a view to ensuring the Company’s conঞnued ability to compete effecঞvely in the marketplace; • Review the adequacy and integrity of the Company’s management informaঞon and internal control systems; • Ensure that there is a sound framework of reporঞng internal controls and regulatory compliance; and • Oversee the Group’s adherence to high standards of conduct or ethics and corporate behaviour, including the Code of Ethics for directors. In execuঞng its duঞes, the Board is supported by the Senior Management team who provides the Board with all required informaঞon on a ঞmely basis so that the Board is in the best posiঞon possible to make informed decisions in the best interests of the Group. The Senior Management team comprises highly experienced, industry professionals with the necessary competence and capabiliঞes to undertake their respecঞve roles within the Matrix organisaঞon. The Senior Management team is responsible for translaঞng broad business and strategic goals set by the Board into operaঞonal targets and objecঞves; and to develop and implement plans towards achieving set targets and objecঞves. Further disclosure on the Board’s roles and responsibiliঞes is given in the Group’s CG Report, which is available at www.mchb.com.my. SEPARATION OF THE ROLES OF CHAIRMAN AND THE GROUP MANAGING DIRECTOR In ensuring independence of funcঞon and an effecঞve system of check and balance, the role of Chairman, Group Execuঞve Deputy Chairman (“GEDC”) and Group Managing Director (“GMD”) are held by three (3) different individuals at all ঞmes. There is a clear division of responsibiliঞes and authority between all three (3) posiঞons at all ঞmes. Post FY2025, GMD has resigned and replaced with Group Execuঞve Director (“GED”) who has since taken over the helm of the operaঞons of Matrix. Kindly refer to the CG Report at www.mchb.com.my for detailed explanaঞon of the delineaঞon of roles and responsibiliঞes for the three (3) posiঞons. BOARD ACCESS TO INFORMATION AND ADVICE The Board has full access to all Group and Company’s informaঞon at all ঞmes. This includes informaঞon on financial, operaঞonal, corporate, regulatory, business development and audit maers, by way of Board reports, or upon specific requests by the Board, the respecঞve Board Commiees or by individual Board members. Board members are provided with Board papers and other relevant informaঞon – five (5) to seven (7) days prior to meeঞngs. Board members may also seek external advice at the Company’s expense should they feel this is necessary in facilitaঞng the execuঞon of their duঞes. Requests for independent professional advice are to be approved by the Chairman of the Board prior to any director or directors seeking such advice. QUALIFIED AND COMPETENT COMPANY SECRETARY The Board is supported by a professionally qualified and highly experienced Company Secretary. All directors may consult the Company Secretary on maers regarding their fiduciary duঞes, responsibiliঞes and authority. The role of the Company Secretary includes advising the Board and its members on related policies and procedures, maers pertaining to Companies Act 2016 and the Company’s Consঞtuঞon and other relevant maers. MATRIX CONCEPTS HOLDINGS BERHAD INTEGRATED ANNUAL REPORT 2025 116 06 OUR GOVERNANCE
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