146 YINSON HOLDINGS BERHAD | INTEGRATED ANNUAL REPORT 2024 Topic Board activity Key decisions/outcomes Audit, Risk and Internal Control • Reviewed quarterly key risk indicators and action plans of the top five (5) risks of the Group and businesses and climate risk profile. • Reviewed Internal Audit (“IA”) Plan, IA Reports and budget, and External Audit Reports. • Reviewed quarterly compliance updates. • Received updates on cybersecurity risks. • Received recommendation on reappointment of external auditors. √ Considered the effectiveness of the risk management and internal control system. √ Received a deep dive on Group’s top risks and continued discussions on the risk appetite for these risks. √ Received insights and observations on compliance matters on quarterly basis. √ Approved Information Security Policy and Cybersecurity Incident Response Plan, as part of the Cybersecurity Roadmap to improve the Group’s cybersecurity posture. √ Reappointment of external auditors submitted to shareholders for approval. Composition, succession, evaluation and remuneration • Reviewed Board renewal, re-election, and appointment. • Reviewed Board Committees’ composition. • Reviewed Board Effectiveness Evaluation (“BEE”) and actionable improvement plan. • Reviewed Board Development Plan. • Reviewed Directors’ Fees for FYE 2024 and payment of Directors’ benefits, including the increase in Board Committees Fees and meeting allowance. • Reviewed Executive Directors and Senior Management remuneration package. • Reviewed Directors’ conflict of interest. √ Revised the TORs of the NRC and BRSC to align them with best practices outlined in MCCG 2021 and incorporate recommendations from the BEE conducted in FYE 2023. With the centralised administration of the Company’s Share Schemes under the NRC, the ESSC was disbanded. √ Undertook several key actions, including board renewal, re-election, appointment, and the review of associated fees and benefits as recommended by the NRC. √ The BEE concluded that the Board, its committees and the Chairman continued to operate effectively throughout the year. √ The Board assessed the composition of Board Committees, leading to the appointment of additional members to the NRC and BRSC. √ Approved the approach regarding conflict of interest situations, following AC recommendations. √ Received an update on the implementation of an actionable improvement plan arising from the BEE. This includes ongoing training needs of the Board. Sustainability • Reviewed Sustainability Policy, strategies and initiatives progress update. √ The Board was kept apprised on the Group’s exposure to various sustainability-related risk areas and ongoing sustainability-related initiatives to maintain its edge towards managing risks and opportunities relating to sustainability and climate change. This led to the introduction of 30 by 30, Yinson’s 30 ESG Commitments and Targets, and Biodiversity Policy. Operations • Received updates from Business Units on quarterly basis. √ The Board was kept apprised of the progress of projects and funding needs of the business units.
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