Integrated Annual Report 2023 2 3 4 5 6 7 8 9 1 217 CORPORATE GOVERNANCE OVERVIEW STATEMENT BOARD FOCUS AREAS The Board’s responsibilities include ensuring the Company’s appropriate management and achievement of its strategic objectives. To fulfil these responsibilities for the financial year end, the Board followed an annual meeting program planned in advance during the fourth quarter of 2022. The annual Board Meeting calendar was communicated to the Directors before the start of the new financial year. Special meetings were convened as needed. The following are some of the main board activities during the financial year under review:- Reviewed and approved:- • The Annual Operating Plan, Corporate Scorecard and Managing Director/Chief Executive Officer Scorecard. • Proposed Acquisition of Kaizen Group in United Arab Emirates. • The repositioning for Energy and Sustainability Solution Services. • Reviewed and approved Strategic Vendor Management Framework and Policy. • The incorporation of subsidiaries. • The liquidation of dormant subsidiaries. Strategic Plans and Direction • Reviewed whistleblowing statuses on a quarterly basis. • Reviewed the risk exposures in relation to material litigations. • Reviewed the recommendation from BGRC and approved the following:- - Risk Management Status Report on a quarterly basis. - Strategic Roadmap for Risk, Integrity and Compliance Department. - Integrity & Compliance Reports. - Integrity & Compliance Plan. Risk Management • Reviewed and approved:- - The Individual Development Plan for Senior Management. - The confirmation/renewal of Senior Management of Grade UT2 and above. - Job evaluation of C-Suite positions. • Discussed on the current status of the Succession Plan for Senior Management and reviewed the progress made so far and identified areas that require further attention. Succession Planning for Senior Management • Reviewed and deliberated on the reports on the progress of the action plans for Environmental, Social & Governance on a quarterly basis. • Reviewed and approved the Net Zero Targets to reduce operational GHG emissions by 26% in the medium term by year 2030 and to achieve Net Zero Emissions by year 2050. • Reviewed and approved the Enhanced Sustainability Policy. Environmental, Social & Governance • 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 and recommended the re-appointment of External Auditors and their audit fees. • Reviewed and approved the adoption of accounting policy, reclassification and revaluation of investment for subsidiary. • Considered and approved the payment of Interim Dividend. Financial Matters • Reviewed and approved related party transactions that were within their authority. • Considered and approved the increase in subsidiary’s share capital. Overseeing the Conduct of Business • Reviewed the Health, Safety, Security and Environment Report on a quarterly basis. Health, Safety, Security and Environment • Reviewed and approved the appointment of Directors for the Board and Board Committees of UEM Edgenta Berhad. • Reviewed and adopted:- - Updates to the Terms of Reference for the Nomination and Remuneration Committee. - Updates to the Board Charter. - Conflict of Interest Policy. Governance/Compliance • Reviewed and approved the following:- - Proposed Sales Incentive Scheme. - Proposed Incentive Plan Design. - Proposed Political Involvement Policy. - Proposed Revision to Travel Related Benefits. Human Resources
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