Yinson Annual Report 2018

Governance Corporate Governance Overview Statement The Board is pleased to present to the Shareholders, the Corporate Governance (“CG”) Overview Statement of the Company for the financial year ended 31 January 2018. This CG Overview Statement should be read in conjunction with the CG Report, which are available on the Company’s website www.yinson.com.my/corporate-governance/ . The CG Report provides details on how the Company has applied each Practice as set out in the Malaysia Code on Corporate Governance 2017 (“MCCG”) during the financial year ended 31 January 2018. The Board is committed towards achieving high standards of corporate governance practices, values and ethical business conducts and acknowledges the importance to set the appropriate tone at the Board level to across the entire Group. Corporate governance practices shall be the fundamental aspect in managing the business and affairs of the Group in a responsible and ethical manner. In deliberating and reviewing the CG Overview Statement, the Board is satisfied that the Company has complied with the provisions and applied the main principles of the MCCG for the financial year ended 31 January 2018 except for: • Practice 4.1 (The Board comprises of majority independent directors) • Practice 4.5 (The Board have at least 30% women directors) • Practice 7.2 (The Board discloses on a named basis the top five (5) senior management’s remuneration) • Practice 11.2 (The Company is encouraged to adopt integrated reporting) • Practice 12.3 (Company with large number of shareholders or havemeetings in remote locations should leverage technology to facilitate – voting in absentia and remote shareholders’ participation at general meetings) The explanation for departure, the Company’s intended actions and timeframe for the departure from the above practices are available in the CG Report. PRINCIPLE A : BOARD LEADERSHIP AND EFFECTIVENESS Part I - Board Responsibilities Intended Outcome 1.0 Every company is headed by a board, which assumes responsibility for the company’s leadership and is collectively responsible for meeting the objectives and goals of the company. THE BOARD The Board is collectively responsible for the proper stewardship of the Group’s business and the creation of long term shareholders’ value, whilst taking into account interest of other stakeholders. In order to ensure the effective discharge of the Board’s functions and responsibilities, the Board delegates specific responsibilities and functions to various committees, namely Audit Committee, Board Risk Management Committee, Nominating and Remuneration Committee and Employees’ Share Scheme Committee (collectively referred to as “Board Committees”). The function, roles and responsibilities of the Board Committees as well as, the authorities delegated by the Board are clearly defined in the respective terms of reference, which are reviewed and updated as and when necessary. The key responsibilities of the Board as per the Board Charter are as follows: • reviews and adopts a strategic plan, as developed by Management, taking into account the sustainability of the businesses of the Company and its subsidiaries (“Group”), with attention given to the environmental, economic, social and governance (“ESG”) aspects of the operations; • oversees the conduct of the Group’s businesses, including monitoring Management’s performance to determine whether the business is being properly managed; • identifies principal business risk faced by the Group and ensures the implementation of appropriate internal controls and mitigating measures to manage such risks; • succession planning – ensures that all candidates appointed to Board and Senior Management positions are of sufficient calibre and that there are programs deployed to provide for the orderly succession of members of the Board and Senior Management; 62 Yinson Holdings Berhad Annual Report 2018

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