BOARD FOCUS AREAS The Board is responsible for ensuring that the Company is appropriately managed and achieves the strategic objectives that it sets. For the financial year end, the Board discharged its responsibilities through an annual programme of meetings which was planned ahead in the fourth quarter of 2021. The annual Board meeting calendar is then communicated to the Directors prior to the commencement of the new financial year. Special meetings are convened as and when required. The following are some of the main Board activities during the financial year under review:- CORPORATE GOVERNANCE OVERVIEW STATEMENT Strategic Plans and Direction R eviewed and approved:- • The Annual Operating Plan, Corporate Scorecard and Managing Director/Chief Executive Officer’s Scorecard. • The establishment of new companies in United Arab Emirates. • Proposed acquisition of stake in MASIC-backed MEEM in Kingdom of Saudi Arabia. • Proposed partnership with Sarawak Economic Development Corporation. • Moving Forward Plan for Edgenta Energy Services Sdn Bhd. • Proposed disposal of Faber Sindoori Management Services Private Limited. Risk Management Reviewed whistleblowing statuses on a quarterly basis. Reviewed the risk exposures in relation to material litigations. R eviewed the recommendation from BGRC and approved the following:- • Risk Management Status Report on quarterly basis. • Integrity & Compliance Reports. • Integrity & Compliance Plan. • Revised Anti-Bribery and Anti-Corruption Policy Statement. • Whistleblowing Policy Statement. Overseeing the Conduct of Business Health, Safety, Security and Environment R eviewed and approved the formation of Executive Committee for Healthcare Support and Asset Consultancy. R eviewed the Health, Safety, Security and Environment Report on quarterly basis. Succession Planning for Senior Management D iscussed on the current status of the Succession Plan for Senior Management and reviewed the progress made so far and identified areas that require further attention. Reviewed and approved:- • The appointment of Chief Executive Officers for Edgenta NXT Sdn Bhd and Edgenta Arabia Limited. • The promotion of Senior Management of Grade UT2 & above. • The renewal of fixed-term employment contract of Senior Management of Grade UT2 & above. • New organisational chart and appointment of General Manager for UEMS Pte Ltd. • Appointment of Head of Edgenta Healthcare Solutions. • Appointment of Head of Internal Audit. Financial Statements Environmental, Social & Governance Reviewed the recommendation from AC and approved the quarterly financial results and audited financial statements. M et up with the External Auditors for the presentation of their reports. R eviewed the re-appointment of External Auditors and their audit fees. C onsidered the segmental disclosure for alignment with Edgenta of the Future 2025 Vision. R eviewed the reports on the progress of the action plans for Environmental, Social & Governance on a quarterly basis. Approved the Sustainability Strategy and Roadmap. Governance/Compliance Human Resources Reviewed and adopted:- • Fit and Proper Policy. • Updates to Terms of Reference for the Board Governance and Risk Committee. • Updates to Board Charter. Reviewed and approved the following:- • Revision to Employee Benefits. • Rewards structure for Edgenta NXT Sdn Bhd. • Talent Attraction and Retention Strategy. • Minimum Wage Implementation and revision of Selected Terms and Condition of Employment for Edgenta UEMS Sdn Bhd. • Remuneration Policy for Global Talent Mobility Programme. • Revision of Salary Range. • Revision of Additional Responsibility Allowance Policy. CORPORATE GOVERNANCE OVERVIEW STATEMENT p.220 p.221 UEM EDGENTA BERHAD INTEGRATED ANNUAL REPORT 2022 1 2 3 4 5 6 7 8 9 GOVERNANCE
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