2019 UEM Edgenta Annual Report

106 107 UEM Edgenta Berhad UEM EDGENTA AT A GLANCE MESSAGE FROM OUR LEADERSHIP STRATEGIC FOCUS OPERATIONAL REVIEW SUSTAINABILITY EFFORTS CORPORATE GOVERNANCE INTRODUCTION FINANCIAL REVIEW ADDITIONAL INFORMATION Annual Report 2019 BOARD FOCUS AREAS The Board is responsible for ensuring that the Company is appropriately managed and achieves the strategic objectives that it sets. For the financial year end, the Board discharged its responsibilities through an annual programme of meetings, focusing on specific areas as set out in the table below. Strategic Plans and Direction • Reviewed and approved:- - The Annual Operating Plan, Corporate Scorecard and Managing Director/Chief Executive Officer Scorecard - The international market expansion plans - The forward plan for property division • Overseeing the implementation of Digital Revolution. Health, Safety and Environment • Reviewed the Health, Safety and Environment Report on quarterly basis. • Launch of new mechanised vehicles, i.e. the MULAG Grass Cutter. Overseeing the conduct of the Group’s business • Reviewed and approved the revised Discretionary Authority Limits. Financial Statements • Reviewed the recommendation from ARC and approved:- - The quarterly financial results - The annual financial statements • Met up with the External Auditors for the presentation of their reports. Governance / Compliance • Reviewed and adopted the revised Code of Conduct (Employee & Business Partner) and Conflict of Interest Procedures. • Reviewed and approved the set up of UEM Edgenta’s Whistleblowing Committee, as well as adopted the Whistleblowing Policy and Procedure. • Established Integrity & Governance Unit and Board Governance and Risk Committee. • Reviewed and approved the revised Board Charter and Terms of References. BOARD LEADERSHIP & EFFECTIVENESS (CONT’D) Succession Planning for Senior Management • Reviewed the recommendation from NRC and approved the appointment of the Senior Management staff. Risk Management • Reviewed the recommendation from ARC and approved:- - The Risk Management Status Report on quarterly basis - The Business Continuity Management Framework - The Anti-Bribery and Anti-Corruption Guide ENSURING THE RIGHT COMPOSITION The Nomination and Remuneration Committee (“NRC”) ensures that the structure, size and composition of the Board, Board Committees and the senior leadership team are best suited to deliver the Company’s strategy and meet current and future needs. Additionally, the NRC assesses remuneration that commensurate with ability, experience and industry knowledge. Set out below are the NRC’s activities for the year under review. Board Composition and Succession Planning • Reviewed:- - The mix of Directors to ensure high standard of Board’s performance and succession for both Executive and Non-Executive Directors in the event of any deficiency. - The composition of the Board and Board Committees of UEM Edgenta Berhad. - The Board Composition for the subsidiaries / associate companies of UEM Edgenta Berhad. • Examined the structure, size and composition of the Board with a view to determine the number of Directors on the Board in relation to its effectiveness. • Recommended the re-election / re-appointment of Directors at annual general meeting under the retirement by rotation provisions of the Constitution of the Company and the Companies Act, 2016. Recruitment and Appointment of Directors • Assessed and recommended to the Board the candidacy of directors, appointment of directors to Board committees, and reviewed Board’s succession plans and training programmes for the Board. • Reviewed the required mix of skills and experience and other qualities, including core competencies which non-executive directors should bring to the Board. Remuneration of Directors • Reviewed and recommended to the Board the remuneration of Executive Directors and Non-Executive Directors in all its forms and to review the Group’s remuneration policies and procedures, which should be disclosed in the Annual Report. Recruitment / Appointment and Succession Planning of Senior Management • Reviewed the following:- - Character, experience, integrity, competence and time commitment of the Managing Director/Chief Executive Officer and Chief Financial Officer - Contract for Senior Management staff - Mid-year review on the performance of the Managing Director/Chief Executive Officer - Appointment of the Senior Management staff - Succession plans for senior management Remuneration for UEM Edgenta Group • Reviewed and recommended:- - The 2018 Performance Bonus of the Managing Director/ Chief Executive Officer and Senior Management - The proposed annual increment, market adjustment and promotion increment - The proposed 2019 Corporate Scorecard and Managing Director/Chief Executive Officer’s Scorecard Governance / Policy • Reviewed and recommended:- - The Performance Incentive Scheme for Property & Facility Solutions and Infrastructure Services - The revision to Discretionary Authority Limits for Talent Acquisition Process - The revision to the Terms of Reference of the NRC following the separation of Audit and Risk Committee and renaming of Risk Committee to Board Governance and Risk Committee • Reviewed the Employee Engagement Action Plan. • Implemented 360° Appraisal for Senior Management. Board Effectiveness Evaluation • Annual Assessment on the following: - Effectiveness of the Board & Board Committees. - Contribution of each Director including time commitment, character, experience and integrity. Corporate Governance Overview Statement Corporate Governance Overview Statement