Star Media Berhad : Corporate Governance Report 2021

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	6084
COMPANY NAME	:	Star Media Group Berhad
FINANCIAL YEAR	:	December 31, 2021
OUTLINE:

SECTION A - DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing

Requirements.

SECTION B - DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES

PERSUANT CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA

Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures) of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is only applicable for financial institutions or any other institutions that are listed on the Exchange that are required to comply with the above Guidelines.

SECTION A - DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements.

Intended Outcome

Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.

Practice 1.1

The board should set the company's strategic aims, ensure that the necessary resources are in place for the company to meet its objectives and review management performance. The board should set the company's values and standards, and ensure that its obligations to its shareholders and other stakeholders are understood and met.

Application :

Applied

Explanation on application of the practice :

The Board of Directors ("Board") of Star Media Group Berhad ("Star Media" or "the Company") oversees the business and affairs of the Company and its subsidiaries ("the Group") and provides general guidance to Management. Its principal functions include charting the Group's strategic direction and overseeing management of the Group. The Board also ensures appropriate risk management and effective internal control system. The Board takes into consideration the interest of all stakeholders in its decision making to ensure the Group's objectives of creating long-term sustainable value for its shareholders and stakeholders are met. There is a schedule of key matters reserved specifically for the Board deliberation and decision to ensure the direction and control of the Group are in its hands, among others, it includes setting of the strategic direction of the Group, material acquisitions and disposals of assets, investments, financial related matters, remuneration policy and succession planning for the Board and the Management Team. The list of matters is provided in the adopted Board Charter which is available on the Company's website atwww.starmediagroup.my. At the Board Meeting, the Board deliberated Management's proposals and discussed various key business and operational matters covering, but not be limited to market environment, issues and challenges, sustainability matters, organisation resources and governance development. The Board also considered reports and recommendations from the Board Committees on financial reports, audit matters, risk management and internal control activities, regulatory compliance, appointment to the Board and Board

ment of the Group.

evaluation.

The Board carried out the following principal responsibilities during the year under review which are in line with the Malaysian Code on

Corporate Governance ("MCCG") and guided by the Board Charter:

• (a) Reviewing, approving and monitoring the overall strategies and direction of the Group

  The Board reviewed the Group's strategy plans and its performance versus budget on a quarterly basis. In August 2021, the Board reviewed the Group's Mid-Term Budget 2021.

  In December 2021, the Board had two (2) meetings to review ad discuss the Group's Budget 2022 and 3-Year Forecast Plans for Financial Years 2022-2024 before approving the Budget and Strategic Plans for adoption. The Board had robust discussion with Management about strategic goals and challenged the

  Management's views and assumptions for the budget and also provided their feedbacks and guidance to Management.

• (b) Overseeingandevaluatingtheconductandbusinessperformance of the Company and Group

  The Group Chief Executive Officer ("Group CEO") is responsible for the day-to-day management of the Group operations and business as well as implementation of business plans and strategies, policies and decisions approved by the Board. The

  Group CEO is assisted by the Executive Committee ("EXCO")

  comprising C-Suites as well as Senior Management Team to ensure due execution of the strategic plans and effective operations of the Group. The Group has established Authority

  Matrix to provide a framework of authority and accountability and sets out the authority limit for capital and operational expenditure of the Board, Group CEO and Management. The authority limit is reviewed and approved by the Board in line with the changes in business needs.

  Management provides regular updates on the progress of implementation of the Company's strategic initiatives and

  proposals at quarterly board meetings.

• (c) Oversight of risk management and internal control

  The Board has overall responsibility for the governance of risk. To assist the Board in discharging its responsibility, the Audit

  Committee ("AC") oversees the risk governance framework and

risk management system including reviewing key risks and controls put in place by Management. The AC also provides oversight of financial reporting risk and the adequacy and effectiveness of the Group's internal control systems.

The Board is also ultimately responsible for the adequacy and integrity of the Company's internal control system, which is managed and monitored by the Internal Audit ("IA")

Department. The Annual Internal Audit Plan outlining the audit assignments for the year under review was approved by the AC.

The Head of IA presented the IA Report comprising key audit findings, Management's feedback on the findings discovered and progress report of the rectification and improvement to the internal control system of the Company/Group at quarterly AC meetings.

Risk report is submitted twice a year to the AC and the Board which provides a comprehensive review of the risks faced by the Group. The review includes the identification of risks overseen by the Board and the AC, as well as the current assessment and outlook of the various risk factors. Each department reviews its risk mitigation plans regularly and submit their reports to the risk coordinator.

The Board has received written assurances from the Group CEO and Group Chief Financial Officer ("Group CFO"), based on the assurances by the respective Business Departmental/Unit Heads that the Group's risk management system and internal control systems are generally adequate and effective in addressing risks which the Group considers relevant and material to its operations for the year under review.

Details of the Company's risk management framework and IA function are set out in the Statement on Risk Management and

Internal Control ("SORMIC") in the Annual Report for the financial year ended 31 December 2021 ("FY2021").

(d) Delegation of Board's Function

In order to ensure the effective discharge of the Board's functions, the Board has set up dedicated Board Committees namely AC, Nomination Committee ("NC") and Remuneration Committee ("RC") to assist the Board in performing its oversight function. During the year, the Board has also set up a new committee namely Strategy and Investment Committee comprising Board Members and Group CEO. These Committees have specific responsibilities, and they operate under clearly

defined functions and roles as set out in their respective Terms of Reference approved by the Board. The Chairmen of the respective committees will report the proceedings, findings and recommendations to the Board on any matters that require the Board's attention and approval at the Board meeting. (e) Promoting good corporate governance culture within the Company based on the principles of transparency, objectivity and integrity The Board has in place policies and procedures to promote a culture of integrity and ethics within the Group as a whole. These policies are, among others, the Code of Ethics and Conduct, Whistleblowing Policy and Anti-Corruption Policy and are subject to periodic review from time to time. In February 2021, the Board, upon recommendation of the AC approved the revised Anti-Corruption Policy to be in line with the relevant practices and regulatory requirements. (f) The Board ensures the integrity of the financial and non-financial reporting of the Company and its subsidiaries. (g) The Board also values dialogue with stakeholders and appreciates the keen interest of shareholders on the Company's performance. In this regard, the Board ensures timely and relevant information about the Company and Group are disseminated to shareholders and other stakeholders via various platforms such as announcements to Bursa Securities, press release/press write-up, and analyst briefings. The guidance in the Corporate Disclosure Guide is strictly observed by the Board and Management when communicate with shareholders and other stakeholders.

Explanation for departure :

Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.

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