Section 7 UEM Edgenta Berhad GOVERNANCE 216 The Board is led by Tan Sri Azmil Khalid, an Independent Non-Executive Chairman responsible for instilling good corporate governance practices, leadership and effectiveness of the Board. To ensure check and balance, the positions of Chairman and Managing Director/Chief Executive Officer are held by different individuals. To maintain impartiality and avoid impairing objectivity, the Chairman is not a member of the Audit Committee or the Nomination and Remuneration Committee, nor has he participated in any committee meetings by invitation. In ensuring that the Board discharged its responsibilities effectively and thoroughly, the Board is supported by five (5) Board Committees. These committees operate within clearly defined terms of references, which are available on our website at www.uemedgenta.com/about-us/corporate-governance. Each committee chair reports to the Board on the committee’s activities following each committee meeting. However, the ultimate responsibility for making final decisions on all matters rest with the Board. CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board is supported by Ms. Chiew Siew Yuen, a qualified company secretary under the Companies Act 2016. Ms. Chiew advises the Board on all governance matters and ensures adherence to Board procedures. This includes ensuring the distribution of complete and accurate meeting materials within a reasonable period prior to meetings, as well as circulating minutes of meetings in a timely manner. Additionally, the Company Secretary ensures effective communication flows between the Board and its Committees, as well as between Senior Management and the Non-Executive Directors. In promoting good business conduct, the Board has established a Code of Conduct and Ethics for Directors, employees and business partners. The Company maintains a zero tolerance policy against abuse of power, corruption, insider trading and money laundering. In line with this, the Company has implemented an Anti-Bribery and Anti-Corruption Policy, as well as a Whistleblowing Policy. 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 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 TENDER COMMITTEE Reinforce corporate governance, integrity and transparency in the procurement process and contract management. BOARD INVESTMENT COMMITTEE (Ad-hoc Committee) Assist the Board on all matters in respect of acquisitions and divestments of business/investments BOARD COMMITTEES
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