UEM EDGENTA BERHAD ANNUAL REPORT 2021 1 2 3 4 5 6 7 GOVERNANCE 145 144 RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK Effective Risk Management and Internal Control Framework The Board has overall responsibility for the system of Risk Management and Internal Control which includes financial controls, operational and compliance controls to ensure that shareholders’ investments, customers’ interests and the Company’s assets are safeguarded. The Board discharges its risk governance and oversight functions via the Board Governance & Risk Committee (“BGRC”) who undertake governance and compliance duties and responsibilities in addition to the oversight of risk management matters and reviews the effectiveness of risk management framework to manage the overall risk exposure to the Group, monitor the exercise of Integrity & Governance Unit and overseeing the overall issue of corruption, fraud, malpractice and unethical conduct within the organisation. While the BGRC is responsible for assessing and monitoring the efficacy of the risk management controls and measures taken, the Audit Committee is responsible for the review of the adequacy and effectiveness of the internal controls through the work performed by the Internal Audit function. For the year under review, the BGRC comprises four (4) members with a majority being Independent Non-Executive Directors, operate within defined terms of references. The Statement on Risk Management and Internal Control as set out on pages 150 to 159 of this Annual Report provides an overview of the state of internal controls within the Group. INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS COMMUNICATION WITH STAKEHOLDERS The Group has been transparent and accountable to its shareholders and investors and recognises the importance of timely dissemination of information to shareholders and other stakeholders. The Board is also committed to ensure that the shareholders and other stakeholders are well informed of major developments of the Company and the information is communicated to the stakeholders through the following channels:- • Annual Report; • Various disclosures and announcement to Bursa Securities including quarterly results; • Analyst briefings, press releases and announcements to the media; • Dialogues and presentations at general meetings to provide overview and clear rationale with regard to the proposals tabled for approval by shareholders; • Online investor relations on the Company’s website at www.uemedgenta.com; and • All announcements made by the Company to Bursa Securities will be posted on the Company’s website at www.uemedgenta.com. The Company’s website is a one-stop page that one could easily access to the above information. It has a dedicated section that provides investors with detailed information on the Group’s business, commitments and latest developments. Keeping up with the trend, the Company also has an Instagram account, a social media channel which is constantly updated with the happenings of the Company. The message and email functions are also activated on Instagram, for the public’s convenience should they wish to reach out to the Company. Shareholders may forward any concern/queries to Investor Relations at ir@edgenta.com and all relevant and appropriate issues raised will be addressed accordingly. While the Company endeavours to provide as much information as possible to its shareholders and stakeholders, the Company is mindful of the legal and regulatory framework governing the release of material and price-sensitive information. CORPORATE GOVERNANCE OVERVIEW STATEMENT CORPORATE GOVERNANCE OVERVIEW STATEMENT The Company has in place, the Corporate Disclosure Policy which outlines the Company’s approach towards the determination and dissemination of confidential information, the circumstances under which the confidentiality of information will be maintained and restrictions on insider trading. The Corporate Disclosure Policy also provides guidelines in order to achieve consistent disclosure practices across the Group. The Annual Report 2021 was presented based on Integrated Reporting. The Company has fully adopted integrated reporting based on a globally recognised framework. The summary of engagements with stakeholders are available on pages 46 to 47. CONDUCT OF GENERAL MEETINGS The Annual General Meeting (“AGM”) is the principal forum for dialogue with shareholders. Shareholders are provided with an opportunity to participate in the question and answer session in which shareholders may raise questions pertaining to the business activities of the Company. For the AGM held on 17 June 2021, the Notice of AGM was given to shareholders on 27 April 2020. The Notice together with the relevant reports and circular was given more than 28 days prior to the AGM to allow sufficient time to consider the resolutions that would be discussed and decided at the AGM. The meeting which was conducted in its entirety via live streaming and online remote voting at the Broadcasting venue at Menara UEM, was attended by all Directors. Besides the Directors, the Company Secretary, Senior Management and External Auditors were also in attendance. The Chairman as well as the Managing Director/ Chief Executive Officer, together with the Chairpersons of committees and the External Auditors, if so required, will respond to questions from shareholders at the AGM. The answers to the live questions that were not answered at the AGM due to time constraint was reverted to shareholders via email. Meanwhile, the questions submitted prior to the AGM published on the website of the Company together with their answers. These pre-AGM questions were also addressed at the AGM. The summary of the AGM proceeding was uploaded on the website within 30 business days after the completion of the AGM on 14 July 2021. Taking cognisance of shareholders’ rights and with the Company’s aim to provide a good meeting experience to shareholders, the Management would be exploring with the virtual service provider on the possibility to incorporate a two-way engagement and to explore effective ways to have questions received to be made visible to all meeting participants. This Corporate Governance Overview Statement was approved by the Board on 28 March 2022.
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