Chemical Company of Malaysia Berhad Annual Report 2019

In relation to the aforementioned departed Practices, the Company has provided forthcoming, and clear explanations for their non-application. The Board appreciates the line of sight or Intended Outcome outlined in MCCG and has therefore put in place alternative practices, taking into account the Intended Outcomes envisioned by the said Practices of MCCG. As the Company scales up in size and scope by progressing along its current trajectory, the Board will consider the adoption of the departed Practices as the Company would be better positioned to implement these Practices in substance at that juncture. Whilst CCM does not fall within the ambit of Large Companies 1 as defined by MCCG, the Company has, on its own volition, disclosed measures that the Company has taken or intends to take to adopt the departed Practices as well as the timeframe for adoption of the departed Practices. Further details on the application of each individual Practice of MCCG are available in the Corporate Governance Report. A summary of CCM’s corporate governance practices with reference to the MCCG is outlined below. Roles and responsibilities of the Board In an age where boards are expected to be far-sighted and more vigilant than ever, the Board of CCM assumes an active role in setting the strategic direction and providing leadership for the Group. In ensuring the proper management of the affairs of the Group, the Board is cognisant of the need for the Group to operate within a framework of prudent and effective risk management and internal control mechanisms. Board Committees have been established to assist the Board in its oversight function on specific matters. Whilst oversight of selected responsibility areas is delegated to the Board Committees, the Board nevertheless retains collective oversight and jurisdiction over the Board Committees. The Board Committees reports their activities and findings to the Board and are guided by their respective Terms of Reference. 1 Large Companies are companies on the FTSE Bursa Malaysia Top 100 Index; or companies with market capitalisation of RM2 billion and above, at the start of the companies’ financial year. Shareholders Board of Directors Group Managing Director Senior Management Head/Group Internal Auditor, Group Risk, Integrity and Assurance Department Audit and Compliance Committee (“ACC”) Oversees the Group’s financial reporting process, external audit, internal audit, compliance and integrity functions. Risk Management Committee (“RMC”) Oversees the Group’s risk management and internal controls systems and processes. Nomination and Remuneration Committee (“NRC”) Responsible for recommending the appointment, evaluation and remuneration as well as oversee the succession planning of the Board members and Senior Management. Finance and Investment Committee (“FIC”) Responsible for reviewing and recommending capital expenditure, acquisition and divestment proposals. BUSINESS OVERVIEW FINANCIAL STATEMENTS OTHER INFORMATION GOVERNANCE 69 ANNUAL REPORT 2019