UEM EDGENTA BERHAD ANNUAL REPORT 2021 1 2 3 4 5 6 7 GOVERNANCE 133 132 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. 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. CORPORATE GOVERNANCE OVERVIEW STATEMENT 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 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. BOARD TENDER COMMITTEE Reinforce corporate governance, integrity and transparency in the procurement process and contract 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. 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. BTC BIC AC NRC BGRC BOARD COMMITTEES CORPORATE GOVERNANCE OVERVIEW STATEMENT 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 which was planned ahead in the fourth quarter of 2020. The annual Board meeting calendar is then communicated to the Directors prior to the commencement of the new financial year. Special meetings are convened as and when required. The following are the Board activities during the financial year under review:- • Reviewed the recommendation from AC and approved the quarterly financial results and audited financial statements. • Met up with the External Auditors for the presentation of their reports. • Reviewed the re-appointment of External Auditors. Financial Statements • Reviewed and approved the confirmation of the following Senior Managements/critical positions:- - Chief Financial Officer - Chief Digital Officer - Chief Strategy Officer - Head of Internal Audit • Reviewed and approved:- - The promotion of Senior Management of Grade UT2 & above. - Senior Management Remuneration Framework. - The renewal of fixed-term employment contract of Senior Management of Grade UT2 & above. - The Total Compensation Framework. - Updates on Succession Management Plan. Succession Planning for Senior Management • Reviewed and formalised the set-up of Board Investment Committee. • Reviewed and adopted:- - The Anti-Bribery and Anti-Corruption Policy Statement. - The Policy for Engagement of Auditors for Non-Audit Services. - The Intellectual Property Policy. - Procurement Policy. Governance/Compliance • Reviewed and approved:- - Senior Management Remuneration Framework. - Revised Policy for Business Travel Accommodation. Human Resource • Reviewed and approved:- - The Annual Operating Plan, Corporate Scorecard and Managing Director/Chief Executive Officer Scorecard. - The proposed restructuring of Edgenta NXT Sdn Bhd. - Edgenta Digital Strategy Plan. - Edgenta of the Future 2025 strategy. - Proposed Monetization Plan. - Proposed Divestment of Property Development Group of Companies. - Proposed entry to new market. - Proposed acquisition of waste management business. - Set-up of Management Services Company. - Proposed Oracle ERP Enhancement Project. - The COVID-19 Management Programme at Primary Care Level. - Proposed partnership with Sarawak Economic Development Corporation. - Memorandum of Understanding between Opus International (M) Berhad and JKR Sarawak. Strategic Plans and Direction 1 • Reviewed the Health, Safety, Security and Environment Report on quarterly basis. • Reviewed the activities of the COVID-19 response team of the Company including the COVID-19 playbook. Health, Safety, Security and Environment 2 • Reviewed and approved the revised Discretionary Authority Limits. Overseeing the Conduct of the Group’s Business 3 • Reviewed the whistleblowing statuses. • Reviewed the recommendation from BGRC and approved the following:- - Risk Management Status Report on quarterly basis. - Integrity & Compliance Reports. - Integrity & Compliance Plan. - Anti-Bribery and Anti-Corruption Policy Statement. Risk Management 4 5 6 7 8
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