2020 UEM Edgenta Annual Report

The Board approved the formalisation of the following Corporate Governance Structure to guide the governance practices and authority of decision-making across the Company. Assurance Compliance Governance Structure Shareholders Board of Directors Managing Director/Chief Executive O cer General Management Committee Business Divisions Corporate Support Audit Committee Board Governance and Risk Committee Board Investment Committee* Board Tender Committee Nomination and Remuneration Committee Management Audit Committee Risk Management Committee Management Committee Internal Audit Function Companies Act 2016 Main Market Listing Requirements MCCG 2017 CG Guide Securities Commission Malaysia Constitution Board Charter Terms of Reference Discretionary Authority Limits Internal Policies and Control Code of Conduct External Audit Function Risk, Integrity and Compliance Function Company Secretary *Ad-hoc Board Committee In order to ensure responsibilities are effectively discharged, the Board is assisted by five (5) Board Committees. These committees operate within defined terms of references, which can be obtained from our website at uemedgenta.com/about-us/corporate-governance. Each committee chair reports to the Board on the committee’s activities following each committee meeting. The ultimate responsibility for the final decision on all matters, however, lies with the Board. Audit Committee Assist the Board in the oversight responsibilities by reviewing and monitoring the integrity and adequacy of the Group’s internal controls, financial and non-financial reporting process and management information systems, including related party transactions and systems for compliance with applicable laws, regulations, rules, directives and guidelines. Board Tender Committee Reinforce corporate governance, integrity and transparency in the procurement process and contract management. Board Governance and Risk Committee Undertake governance and compliance duties and responsibilities in addition to the oversight of risk management matters, monitor the exercise of Integrity & Governance Unit and overseeing the overall issue of corruption, fraud, malpractice & unethical conduct within the organisation. Nomination and Remuneration Committee Assist the Board on the nomination of Directors and Senior Management, assessing the effectiveness of the Board and Board Committees and recommending remuneration packages and assessing the performance of Managing Director/ Chief Executive Officer and Senior Management. Board Investment Committee (Ad-hoc Committee established on 19 January 2021) Assist the Board on all matters in respect of acquisitions and divestments of business/investments. The Board is supported by a Company Secretary, who advises the Board on all governance matters and ensures that Board procedures are followed. The Company Secretary also ensures that effective communication flows between the Board and its Committees and between Senior Management and the Non-Executive Directors. ANNUAL REPORT 2020 121 1 2 3 4 5 6 7 8