GOVERNANCE PRINCIPAL A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. BOARD COMPOSITION (CONT’D) The Non-Executive Directors are free from management obligations and any relationships that could compromise with their independent judgement. This ensures an effective system of checks and balances within the Board, where all matters are reviewed with impartiality and fairness to safeguard the Company’s interests. By maintaining independence from management, Non-Executive Directors play a vital role in challenging and evaluating decisions, policies, and strategies proposed by executive management. Their objective perspective and freedom from operational responsibilities enable them to provide constructive criticism, ask probing questions, and offer valuable insights into governance matters. This commitment to independence fosters an environment conducive to robust deliberations and informed decision-making, ultimately enhancing the Board’s effectiveness and accountability in discharging its fiduciary duties to shareholders and stakeholders alike. III. REMUNERATION The Board has implemented a Directors and Senior Management’s Remuneration Policy, that is clear, transparent, and designed to support and drive the Group’s business strategy and long-term objectives. In this regard, the Remuneration Committee (“RC”) is responsible for formulating and reviewing the remuneration policies for the Directors of the Group to ensure they remain competitive, appropriate, and aligned with prevailing market practices. The RC considers various factors, such as market benchmarks, company performance, individual performance, and other relevant criteria, to make equitable and well-informed remuneration decisions. The Board also reviews the remuneration of Senior Management to ensure the Group continues to attract and retain the right talent within the industry. The proposed salary structure, duly considered by the RC, is presented to the Board for approval and implementation. For further details on how the Board operates effectively and discharges its collective responsibility for the long-term sustainable success of the Group, please refer to the Corporate Governance Statement of this IAR2025. PRINCIPAL B: EFFECTIVE AUDIT AND RISK MANAGEMENT I. AUDIT COMMITTEE The Audit Committee (“AC”) plays a key role in upholding the integrity and transparency of corporate reporting. The AC comprises exclusively of Independent Non-Executive Directors providing essential assurance to the Board regarding the robustness of the Group’s risk management, internal controls, and assurance processes. The AC’s primary responsibility is to review and where necessary, challenge Management to ensure appropriate disclosures of accounting treatments and policies. Additionally, it monitors potential risks affecting the Group and ensures the implementation of mitigating measures to safeguard the health, safety and business continuity of the Group. In line with the MMLR of Bursa Securities, the AC’s responsibilities extend beyond reviewing and reporting on related party transactions and conflict of interest (“COI”). The AC’s role also includes reviewing and reporting on related party transactions and COI that have arisen or persisted as well as the measures taken to resolve, eliminate, or mitigate such conflicts. During FY2025, the AC, supported by an outsourced independent internal audit service provider, undertook a comprehensive review of various areas within the Group to assess the adequacy of controls and the effectiveness of management processes. CORPORATE GOVERNANCE OVERVIEW (cont’d) 161
RkJQdWJsaXNoZXIy NDgzMzc=