Yinson Annual Report 2019

KEY ACTIVITIES OF THE BOARD COMMITTEES NOMINATING AND REMUNERATION COMMITTEE EMPLOYEES’ SHARE SCHEME COMMITTEE • Reviewed annual performance of Individual Directors, Board and Board Committees • Reviewed re-election of Directors • Reviewed Directors’ fees and benefits • Reviewed remuneration package of the Executive Directors and Senior Management • Reviewed composition of Board Committees • Reviewed and assessed the appropriateness of a new candidate of director • Reviewed and approved second Offer of Share Options The Board is also assisted byManagement Committee and Sustainability Committee, which consist of the Senior Management of the Group. The delegation of responsibilities of respectiveManagement-level Committees are defined as below: • TheManagement Committee was established in September 2016 to: (i) assist the Board in overseeing the day-to-day operations and business affairs of the Group as well as guiding, directing andmonitoring of the Groups’ activities to achieve the corporate objectives and strategic goals of the Group; (ii) review the Group’s business strategies, business plans, policies and frameworks; and (iii) assist the Board/Board RiskManagement Committee in identifying the principal business risks faced by the Group and ensure the implementation of appropriate internal controls andmitigatingmeasures tomanage such risks. • The Sustainability Committee was established in June 2016 to: (i) support and advise the Board in relation to embedding sustainability principles and practices throughout the Group’s overall business strategies, policies, processes and practices to ensure the continuity of the Group; (ii) oversee on behalf of the Board, management processes, standards and strategies designed tomanage sustainability aspects and achieve compliance with social and environmental responsibilities and commitments; (iii) support the Board tomeet sustainability expectation of the Group’s various stakeholders; and (iv) steer the Company towards qualifying for Sustainability Index inMalaysia and globally. A detailed report on sustainability is set out in the Sustainability Statement as contained on pages 42 to 67 of the 2019 Annual Report. Intended Outcome 3.0 The board is committed to promoting good business conduct and maintaining a healthy corporate culture that cultivates integrity, transparency and fairness. The board, management, employees and other stakeholders are clear on what is considered acceptable behaviour and practice in the company. The Group’s Core Values The Group’s corporate culture is embedded in its core values of reliable, open, adaptable, decisive and sustainable to achieve the Group’s vision and mission. Code of Conduct and Business Ethics The Board adopted a newCode of Conduct and Business Ethics (“Code”) in September 2018 which superseded the Code of Ethics of the Group adopted in August 2016. The Code defines the foundation and expectations in relation to the Company’s ethical standards and personal conduct. The Code, which includes other references such as the Anti-Bribery and Anti- Corruption Policy andManual, the Anti-Money Laundering Policy and theWhistleblowing Policy and Procedure of the Group, aims to guide employees and the Board on the approach to promote good corporate behaviour as well as resolve ethical dilemmas at work by: • upholding the highest ethical standards of business conduct; • encouraging ethical decision-making and rewarding integrity; • being a role model and leading by example; • ensuring that all personnel are given the opportunity and guidance to understand the Anti-Bribery and Anti-Corruption Policy and other applicable policies; • creating a positive and transparent environment where personnel are comfortable raising questions and concerns; and • ensuring those who raise genuine concerns do not suffer retaliation. 81 Yinson Group Overview Strategy and Sustainability Governance Accountability Annual General Meeting