Chemical Company of Malaysia Berhad Annual Report 2019

UPHOLDING RESPONSIBLE CORPORATE PRACTICES The Board of CCM acknowledges that good governance translates into good business. To this end we remain fully committed to upholding and implementing strong standards of corporate governance as well as robust risk management and internal control measures throughout the Group to ensure the sustainable, long-term growth of our businesses, bolster investor confidence, protect our corporate reputation and sustain continued shareholder value creation. The various Board committees, namely the Audit and Compliance Committee (ACC), Finance and Investment Committee (FIC), Nomination and Remuneration Committee (NRC), as well as Risk Management Committee (RMC) are tasked with carrying out their various functions in support of the Board’s mandate. The Board acknowledges that the architecture and implementation of the Group’s governance framework are integral to the effective development of CCM’s strategy and business plan, the monitoring of our performance, as well as the management of our risks. To this end, the Board has adopted several measures to strengthen the Group’s governance framework. The Board, being the pivot of the Group’s governance culture, is continuously endeavouring to set the “tone at the top” and cascade ethical values and standards down across every level of CCM. The Board-approved Code of Conduct (Code) formalises and mandates that our employees and those affected by the Code uphold the ethical values and standards expected of them. The Code is based upon and supplements CCM’s vision, mission and core values as well as embodies several of the principles contained in various policies adopted by CCM. To promote ethical conduct, a Whistleblowing Policy has also been established to allow employees and other stakeholders to raise legitimate concerns without fear of retaliation. The Board has also reviewed and made changes to the relevant policies relating to anti-bribery and corruption matters in anticipation of the implementation of Section 17A of the Malaysian Anti-Corruption Commission Act 2009. Diversity within the CCM Board continues to be prioritised to ensure that the mix and profiles of the Board members in terms of age, ethnicity and gender, provide the necessary range of perspectives, experience and expertise required to achieve effective stewardship and management. This has been codified in the Board Selection and Nomination Procedure. The Board has stipulated that at least 30% of Board members comprise women directors at any one time. For FY 2019, some 40% of the Board, including the Group Managing Director, are women Directors, beyond the criteria outlined in the Board Charter and the Malaysian Code of Corporate Governance. The Board recognises that independence is the cornerstone of a high-performing Board and that Independent Directors will bring the element of detached impartiality to the oversight function of the Board. Their presence allows the Board to apply heightened professionalism and to challenge Management in an unbiased manner while preventing dominance and complacency in the Boardroom. To this end, we have met the requirement of having at least 50% Independent Directors on the Board with five (5) of our nine (9) Directors comprising Independent Non-Executive Directors. In addition, the ACC today comprises wholly of Independent Directors, while the majority of the RMC and NRC are Independent Directors. CCM at BrandLaureate SMEs Strategic Business Partner Award 2018/2019 15 ANNUAL REPORT 2019 BUSINESS OVERVIEW GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION