The Board has adopted a revised Terms of Reference of BRMC in April 2020 which has been further amended as Terms of Reference of BRSC in December 2021 comprising the following additional duties and responsibilities assigned by Board: • R eview and recommend strategies to appropriately manage climate-related risks; • R eview and recommend strategies and initiatives relating to the Corporate Sustainability function to ensure Group-wide alignment with relevant global corporate best practices, as well as ESG ratings; • R eview the Group’s Anti-Bribery Management System (“ABMS”) to ensure the Group has put in place adequate measures to mitigate bribery risk; and • R eview regular compliance reports from the Governance, Risk Management and Compliance (“GRC”) Department to confirm the adequacy and effectiveness of the Group’s corporate governance. Our sustainability-related achievements, direction and goals are captured within the ‘Sustainability Statement’ of the Annual Report from pages 120 to 135. Intended Outcome 3.0 The board is committed to promoting good business conduct and maintaining a healthy corporate culture that engenders integrity, transparency and fairness. The board, management, employees and other stakeholders are clear on what is considered acceptable behaviour and practice in the company. The Group’s Core Values The Group achieves its Vision and Mission through the implementation of a strong corporate culture that revolves around five (5) Core Values: Reliable, Open, Adaptable, Decisive and Sustainable. Code Of Conduct & Business Ethics Policy & Procedure The Group’s COBE Policy & Procedure outlines the foundation and expectations in relation to ethical standards and personal conduct. The COBE Policy & Procedure, which includes other references such as the Group’s ABAC Policy & Procedure, AML Policy andWhistleblowing Policy & Procedure, aims to guide employees and the Board on good corporate behaviour and ways to resolve ethical dilemmas at work by: • U pholding the highest ethical standards of business conduct. • E ncouraging ethical decision-making and rewarding integrity. • B eing a role model and leading by example. • E nsuring employees are given guidance to understand the ABAC Policy & Procedure and other applicable policies. • C reating a positive and transparent environment where questions and concerns may be raised comfortably. • E nsuring those who raise genuine concerns do not suffer retaliation. The Board recognises the importance of adhering to the COBE Policy & Procedure and has taken measures to ensure its compliance. The areas covered are as follows: • W ork environment • H ealth and safety environment • A nti-bribery and anti-corruption • A nti-money laundering • C ompetition laws and regulations • I ntellectual property (“IP”) and proprietary information • I nsider trading • E mail, internet and information systems • M anaging internal and external communication • Company resources The Board and employees constantly observe the COBE Policy & Procedure and uphold integrity to exercise good judgement when carrying out their duties. CORPORATE GOVERNANCE OVERVIEW STATEMENT 188 YINSON HOLDINGS BERHAD GOVERNANCE
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