CORPORATE GOVERNANCE OVERVIEW STATEMENT Board of Directors Company Secretary Sustainability Committee (“SC”)# Management Committee (“MC”) (cum Risk Management Committee*) Employees’ Share Scheme Committee (“ESSC”) Board Committees Management- level Committees Board Risk and Sustainability Committee (“BRSC”)^ Nominating and Remuneration Committee (“NRC”) Internal Audit Audit Committee (“AC”) ^ The name of Board Risk Management Committee has been changed to Board Risk and Sustainability Committee (“BRSC”) with effect from 17 December 2021. * Risk Management Committee reports risk matters to Board members through the BRSC. # SC reports sustainability matters to Board members through the BRSC with effect from 25 March 2020. Board’s main responsibilities • R eviews and adopts a strategic plan, as developed by Management, taking into account the sustainability of the businesses of the Group, with attention given to climate-related and environmental, social, and governance (“ESG”) aspects of the operations. • O versees the conduct of the Group’s businesses, including monitoring Management’s performance to determine whether the business is being properly managed. • I dentifies principal business risk faced by the Group and ensures the implementation of appropriate internal controls and mitigating measures to manage such risks. • S uccession planning – ensures that all candidates appointed to Board and Senior Management positions are of sufficient calibre and that there are programmes deployed to provide for the orderly succession of members of the Board and Senior Management. • O versees the development and implementation of an Investor Relations Programme or Stakeholder Communication Policy. • R eviews the adequacy and integrity of the Group’s management information and internal control systems, ensuring there is a sound framework of reporting internal controls and regulatory compliance. • E nsures the integrity of the Group’s financial and non-financial reporting. The role of Chairman and Group CEO are held by different individuals. The roles and responsibilities of Board members and Company Secretary are clearly defined in the Board Charter, summarised as follows: Board-level roles & responsibilities Chairman • P rovide leadership and direction to the Board to achieve Board effectiveness. • L iaise between Board and Management as well as Shareholders. Group CEO • F ormulate and implement Group’s business strategies. • O versee implementation of policies and decisions adopted by the Board. • S upervise day-to-day management, operations and business development of the Group. Non-Independent Non-Executive Directors • M onitor Company’s performance by overseeing Management’s performance. • C onstructively challenge and contribute to the development of the Company’s strategies. Their vast experience allows them to bring valuable external perspectives that contribute significantly to the Board’s deliberations and decisions. 184 YINSON HOLDINGS BERHAD GOVERNANCE
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