Note: Corporate Governance Framework is applicable to UEM Edgenta Berhad and its subsidiaries only. GROUP GOVERNANCE STRUCTURE AND POLICIES & PROCEDURES POLICIES AND PROCEDURES RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK CORPORATE GOVERNANCE OVERVIEW STATEMENT Anti-Bribery and Anti-Corruption Policy Statement Whistleblowing Policy Sustainability Policy KEY FEATURES OF RISK MANAGEMENT FRAMEWORK Anti-Bribery and Anti-Corruption Guide Social Media Policy Corporate Responsibility Policy Corporate Disclosure Policy Conflict of Interest Procedures & Conflict of Interest Declaration Guide RISK APPETITE the amount of risk that the Company is prepared to accept or retain in pursuit of its business objectives and value Risk Assessment Methodology Risk Governance and Structure Information & risk reporting Policy and review Board of Directors Board Governance and Risk Committee Risk Management Committee Risk, Integrity & Compliance Department Risk Management Unit Committee Risk Owners (Company/Joint Venture/ Business Unit/Division/ Department/Function/Project/ Process & etc.) Clarify objectives Communicate Establish context Monitor, review & report risks Identify risks Respond to risks Assess risks DISCRETIONARY AUTHORITY LIMITS AUTHORITY AND DECISION LIMITS WITHIN THE GROUP Strategic Management Investment and Divestment Revenue Related - Contracts/Project and Tender Procurement and Expenses Human Capital Matters Secretarial Matters Legal Matters Finance and Treasury In order to ensure responsibilities are effectively discharged, the Board is assisted by five (5) Board Committees. These committees operate within defined terms of references, which are published on our website at www.uemedgenta.com/about-us/corporate-governance. Each committee chair reports to the Board on the committee’s activities following each committee meeting. However, the ultimate responsibility for the final decision on all matters, lies with the Board. The 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. AUDIT COMMITTEE 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. BOARD GOVERNANCE AND RISK COMMITTEE 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. NOMINATION AND REMUNERATION COMMITTEE 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. BOARD TENDER COMMITTEE Reinforce corporate governance, integrity and transparency in the procurement process and contract management. AC BGRC NRC BTC BIC BOARD COMMITTEES CORPORATE GOVERNANCE OVERVIEW STATEMENT BOARD INVESTMENT COMMITTEE (Ad-hoc Committee) Assist the Board on all matters in respect of acquisitions and divestments of business/investments. p.218 p.219 UEM EDGENTA BERHAD INTEGRATED ANNUAL REPORT 2022 1 2 3 4 5 6 7 8 9 GOVERNANCE
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