122 YINSON HOLDINGS BERHAD • Serve as a sounding board for the Chairman and a trusted intermediary for other Directors and shareholders when necessary. • Act as an alternate contact person for shareholders or other stakeholders for matters that cannot be resolved via normal channels of contact with either the Chairman or Group CEO. Senior Independent Non-Executive Director • Provide objective and independent views and advice to safeguard the interests of the Company and minority shareholders. • Provide a broader view, independent assessments and opinions on Management proposals and strategies. Independent Non-Executive Director • Monitor the Company’s performance by overseeing Management’s performance. • Leverage their vast experience to constructively challenge and contribute to the development of the Company’s strategies. Non-Independent Non-Executive Director • Formulate and implement the Group’s business strategies. • Oversee implementation of policies and decisions adopted by the Board. • Supervise day-to-day management, operations and business development of the Group. Group CEO • Lead the Board and its overall effectiveness in directing the Company. • Promote a culture of openness and inclusion, and facilitate and encourage open constructive challenges and debates between Directors. Chairman BOARD-LEVEL ROLES The roles of the Chairman and the Group CEO are separate and clearly defined in the Board Charter, summarised as follows: GOVERNANCE RESOURCES The Board periodically reviews the Group’s internal policies and frameworks to enhance governance and oversight. These include the Code of Conduct and Business Ethics (“COBE”) Policy & Procedure, Anti-Bribery and Anti-Corruption Policy & Procedure, and Whistleblowing Policy & Procedure, which are available on our corporate website. Yinson’s policies serve as guiding principles, ensuring ethical conduct, transparency, and accountability across the organisation's activities worldwide. SUSTAINABILITY GOVERNANCE Our commitment to driving the sustainability agenda from the top is reaffirmed through the role of the BRSC. The BRSC’s primary purpose is to ensure the Group’s strategic plans support long-term value creation and sustainability goals through the incorporation sustainability considerations. The MSC's TOR outlines its responsibilities in overseeing the implementation of Yinson Group’s ESG framework, strategy, priorities, targets and policies, ensuring alignment between sustainability initiatives with its commitment to sustainability. Our sustainability positioning, pg 33 BOARD COMPOSITION AND INDEPENDENCE The Board consists of nine members, with three Executive Directors, one Non-Independent Non-Executive Director and five INEDs. To ensure a clear division of responsibilities, the Chairman and Group CEO have well-defined roles and responsibilities outlined in the Board Charter. As at 31 January 2026, 55.6% of the Board comprised of INEDs, which met the requirement of having a majority of independent directors. In determining independence, Independent Directors must be able to provide objective challenges to the Management and be willing to defend their perspectives for the good of the Group. Additionally, there should be no business or other relationships likely to affect, or which could appear to affect their judgment. As part of the annual declaration, all INEDs affirmed that they are independent and free from any business or other relationships that could interfere with their ability to exercise independent judgment or act in the best interests of the Group. As at the date of this Statement, all INEDs have a tenure not exceeding nine years. Board of Directors, pg 109 GOVERNANCE
RkJQdWJsaXNoZXIy NDgzMzc=