UEM EDGENTA BERHAD ANNUAL REPORT 2021 1 2 3 4 5 6 7 GOVERNANCE 129 128 Assurance CORPORATE GOVERNANCE OVERVIEW STATEMENT 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 Code. The CG Report is available on the Company’s website at www.uemedgenta.com. This Corporate Governance Overview Statement (“Statement”) sets out, amongst other things, our approach to governance in practice, how the Board works, and how it has spent its time during the year. The Board recognises the importance of the application of the Malaysian Code on Corporate Governance 2021 (“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 maintain 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 provides a summary of the Company’s corporate governance practices during the financial year under review, guided by the following three (3) key principles:- Board Leadership and Effectiveness A Effective Audit and Risk Management B Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders C BOARD LEADERSHIP AND EFFECTIVENESS BOARD RESPONSIBILITIES A Strengthened Governance Framework The 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 discharging its roles and responsibilities, the Board is guided by the Board Charter and the Discretionary Authority Limits (“DAL”) which outlines the duties and responsibilities of the Board, as well as matters that the Board may delegate to the Board Committees, the Managing Director/Chief Executive Officer and Management. The Board Charter can be found online at uemedgenta.com/about-us/corporate-governance. CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board’s main roles and responsibilities among others are as follows:- 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. 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. ROLES AND RESPONSIBILITIES The Board had on 25 November 2021 approved the formalisation of the following Corporate Governance Framework, which entails the key elements of Group-wide Framework on Corporate Governance. The framework containing 2 sections i.e. the Corporate Governance Structure and list of policies/documents are not new, but to combine the items all together in one place for easy overview and reference to guide the governance practices and authority of decision-making across the Group. The Corporate Governance Framework can be found at the Company’s website. * Ad-hoc Board Committee Shareholders Managing Director/Chief Executive Officer General Management Committee Management Audit Committee Risk Management Committee Management Committee Business Divisions Corporate Support Board of Directors Audit Committee Board Tender Committee Nomination and Remuneration Committee Board Governance and Risk Committee Board Investment Committee* Company Secretary Companies Act 2016 Main Market Listing Requirements Malaysian Code on Corporate Governance 2021 Corporate Governance Guide Securities Commission Malaysia Constitution Board Charter Terms of Reference Discretionary Authority Limits Internal Policies, Procedures and Control Code of Conduct Internal Audit Function External Audit Function Risk, Integrity and Compliance Function Compliance Governance Structure
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