Yinson Annual Report 2019

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 2019. This CG Overview Statement provides the Board’s view of CG and the application of the three key principles of CG as set out in Malaysia Code on Corporate Governance 2017 (“MCCG”) and it should be read in conjunction with the CG Report, which is available on the Company’s website at www.yinson.com/corporate-governance. The CG Report provides details on how the Company has applied each Practice as set out in the MCCG during the financial year ended 31 January 2019. The Board is committed towards achieving high standards of corporate governance practices, values and ethical business conducts and acknowledges the importance of setting the appropriate tone at the Board level and across the entire Group. CG practices shall be the fundamental aspect inmanaging the business and affairs of the Group in a responsible and ethical manner. In deliberating and reviewing the CGOverview 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 2019 except for the following: • Practice 4.1 (The Board comprises of majority independent directors) • Practice 4.5 (The Board has 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) The explanation on application of the practice, explanation for departure, measures and timeframe required to apply the departure practices are provided 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 shareholder value, while taking into account the 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 periodically 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 risks 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 toBoard and SeniorManagement positions are of sufficient calibre and that there are programs deployed to provide for the orderly succession of members of the Board and SeniorManagement; • oversees the development and implementation of an Investor Relations Program or Stakeholder Communication Policy; • reviews the adequacy and integrity of the Group’s management information and internal control systems, ensuring there is a sound framework of reporting internal controls and regulatory compliance; and • ensures the integrity of the Group’s financial and non-financial reporting. 77 Yinson Group Overview Strategy and Sustainability Governance Accountability Annual General Meeting

RkJQdWJsaXNoZXIy NDgzMzc=