Yinson Annual Report 2021

160 YINSON HOLDINGS BERHAD SECTION 06 : GOVERNANCE Anti-Bribery and Anti-Corruption ("ABAC") Policy and Procedure The ABAC Policy and Procedure guides employees towards eliminating acts of bribery and corruption within the Group, while encouraging business partners and other relevant parties commit to the same high standards. The ABAC Policy and Procedure clearly states that the Company has zero-tolerance towards fraud, particularly in bribery and corruption, whether passive or active. Whistleblowing Policy and Procedure The Whistleblowing Policy and Procedure was enhanced in December 2019 to allow anonymous reporting, in line with the ISO 37001 Anti-Bribery Management System standards. This Policy and Procedure facilitates the disclosure of improper conduct (wrongdoings or criminal offences) within the Group and provides guidance on how disclosures shall be made. Whistleblowers are encouraged to use official whistleblowing channels to express these concerns without fear of unfair treatment or reprisal. The Company provides assurance of protection for genuine whistleblowers. Part II – Board Composition Intended Outcome 4.0 Board decisions are made objectively in the best interests of the company taking into account diverse perspectives and insights. The Board currently comprises of ten (10) members, of whom, three (3) are Executive Directors, two (2) are Non-Independent Non-Executive Directors, and five (5) are Independent Non-Executive Directors. The independence composition of the Board is 50%. Four (4) out of ten (10) directors (40%) are women. The Board believes an appropriate balance and mix of skills, knowledge, experiences, backgrounds and gender contributes to the effectiveness of the Board. The tenure of all five (5) Independent Directors is less than five consecutive years. The profiles of the Directors are provided on pages 28 to 33, and Board Diversity charts can be found on page 28 of the Annual Report 2021. Diversity Policy and Procedure The Diversity Policy and Procedure outlines the approach to achieve diversity in Board composition and Senior Management positions. In designing the Board’s composition, diversity is considered from several aspects including gender, age, ethnicity, cultural and educational backgrounds, professional experience, skills and knowledge. The Board delegates the responsibility of promoting a corporate culture that embraces diversity to the Human Resource Department. Selection and appointment process The NRC oversees the screening and selection of new directors as follows: CORPORATE GOVERNANCE OVERVIEW STATEMENT Induction programme Appointment process Board approval Nominate candidate to the Board Conduct interaction with candidate Shortlist candidate for interview Source candidate Analyse and identify needs of the Board There were no new appointment of directors in FYE 2021.