2019 UEM Edgenta Annual Report

102 103 UEM Edgenta Berhad UEM EDGENTA AT A GLANCE MESSAGE FROM OUR LEADERSHIP STRATEGIC FOCUS OPERATIONAL REVIEW SUSTAINABILITY EFFORTS CORPORATE GOVERNANCE INTRODUCTION FINANCIAL REVIEW ADDITIONAL INFORMATION Annual Report 2019 Robust and Transparent Governance Supporting the Delivery of Our Strategy This Report sets out, amongst other things, our approach to governance in practice, how the Board works, how it has spent its time during the year. The Board recognises the importance of the application of the Malaysian Code on Corporate Governance 2017 (“the Code”), effective stewardship and strong corporate values that contribute to the success of the Company. The values your Board believes in are demonstrably embedded throughout the organisation. Your Company is headed by an effective Board that is collectively responsible for its long-term success and ensures that it operates effectively and efficiently and remains committed to maintaining strong momentum in pursuit of excellence in the way your Company is governed. Your Board is satisfied that each Board member is able to devote sufficient time to the Company. This Statement is to be read together with the Corporate Governance Report (“CG Report”), which provides details on how the Company has applied each Practice as set out in the MCCG. The CG Report is available on the Company’s website at uemedgenta.com This Corporate Governance Overview Statement (“Statement”) provides a summary of the Company’s corporate governance practices during the financial year under review, guided by the following three (3) key principles:- Establishing, reviewing and adopting the strategic plans and direction for the Group. Overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed. Identifying principal risks and ensuring the implementation of appropriate systems to manage these risks. Audit Committee (effective 1 January 2020) Assist the Board in the oversight responsibilities by reviewing and monitoring the integrity and adequacy of the Group’s internal controls, financial and non-financial reporting process and management information systems, including related party transactions and systems for compliance with applicable laws, regulations, rules, directives and guidelines. Corporate Governance Overview Statement Board Governance and Risk Committee (effective 1 January 2020) Undertake governance and compliance duties and responsibilities in addition to the oversight of risk management matters, monitor the exercise of Integrity & Governance unit and overseeing the overall issue of corruption, fraud, malpractice & unethical conduct within the organisation. Your Board is collectively responsible for creating and delivering long-term sustainable value for the business while being guided by the Board Charter and the Discretionary Authority Limits. The Board Charter can be found online at uemedgenta.com/about-us/corporate-governance. BOARD Board Leadership & Effectiveness Effective Audit & Risk Management Integrity in Corporate Reporting & Meaningful Relationship with Stakeholders Corporate Governance Overview Statement A STRENGTHENED GOVERNANCE FRAMEWORK Your Board is ultimately responsible to shareholders for the direction, management, performance and long-term success of the Company. It sets the Group’s strategies and objectives, as well as oversees and monitors the performance, internal controls, risks and its management, policies, governance and viability of the Company. In line with the Government’s initiative to enhance the governance, integrity and anti-corruption policies of all Government- Linked Companies, your Board made the decision, during the year under review, to separate the Audit and Risk Committee into the Audit Committee and the Board Governance and Risk Committee. This separation strengthens the risk management and internal control framework under the Code. Accordingly, your Board delegates certain matters to its four committees. These committees operate within defined terms of references, which can be obtained from our website at uemedgenta.com/about-us/corporate-governance. Each committee chair reports to the Board on the committee’s activities following each committee meeting. Your Board is supported by a Company Secretary, who advises the Board on all governance matters and ensures that Board procedures are followed. The Company Secretary also ensures that effective communication flows between the Board and its Committees and between senior management and the non-executive directors. Succession planning , including appointing, training, fixing the compensation of and where appropriate, replacing senior management. Developing and implementing an investor relations programme or Corporate Disclosure Policy for the Group. Reviewing the adequacy and the integrity of the Group’s internal control systems and management information systems , including system for compliance with applicable laws, regulations, rules, directives and guidelines. Assist the Board on the nomination of Directors and Senior Management, assessing the effectiveness of the Board and Board Committees and recommending remuneration packages and assessing the performance of Managing Director/Chief Executive Officer and Senior Management. Nomination and Remuneration Committee Board Tender Committee Reinforce corporate governance, integrity and transparency in the procurement process and contract management. More information can be found on page 107 In order to ensure responsibilities are effectively discharged, your Board is assisted by four (4) Board Committees.