Yinson Annual Report 2019

Corporate Governance Overview Statement The reporting structure of the Company where the power of the Board is delegated to the relevant Board Committees and the Management of the Company, as depicted below. Audit Committee Board Risk Management Committee Nominating and Remuneration Committee Management Committee (cum Risk Management Committee*) Employees’ Share Scheme Committee Board of Directors Company Secretary Sustainability Committee Internal Audit * Risk Management Committee reports risk matters to Board members via Board Risk Management Committee BOARD ROLES AND RESPONSIBILITIES Chairman and Group Chief Executive Officer The roles of the Chairman and the Group Chief Executive Officer are held by different persons and their key roles and responsibilities are clearly defined in the Board Charter. The Chairman provides leadership and direction to the Board in achieving Board effectiveness and acts as a liaison between Board andManagement as well as Shareholders. The Group Chief Executive Officer focuses primarily on formulation and implementation of Group’s business strategies, oversees the implementation of policies and decisions adopted by the Board as well as supervises the day-to-day management, operations and business development of the Group. Non-Independent Non-Executive Directors The roles of the Non-Independent Non-Executive Directors largely encompass the (i) monitoring of Company performance by overseeing the performance of Management in meeting agreed goals and objectives; and (ii) constructively challenging and contributing to the development of Company’s strategies. They possess vast experience, bringing valuable external perspectives and insights to contribute significantly to the Board’s deliberations and decisions. Independent Non-Executive Directors The main responsibility of Independent Non-Executive Directors is to provide unbiased, objective and independent views, advice and judgment in order to safeguard the interest of the Company andMinority Shareholders. They provide a broader view, independent assessment and opinions on Management proposals and strategies. Senior Independent Non-Executive Director The Senior Independent Non-Executive Director serves as a designated person to highlight concerns of the Board which are sensitive to the Chairman or act as an alternate contact person for Shareholders or other stakeholders which could not be resolved via normal channels of contact with the Chairman or Group Chief Executive Officer. Company Secretary The Company Secretary plays an important role in good governance by helping the Board and Board Committees function effectively and advising the Board on corporate disclosures and compliance with the relevant regulatory requirements, guidance and legislations as well as monitoring corporate governance developments and assisting the Board in applying governance practices. The Company Secretary provides updates on statutory and regulatory requirements, and the resultant implicants of any changes therein to the Company and Directors in relation to their duties and responsibilities. Yinson Holdings Berhad ANNUAL REPORT 2019 78