Bumi Armada Berhad : CG Report 2021

CORPORATE GOVERNANCE REPORT

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COMPANY NAME	:	Please input the Company Name here
FINANCIAL YEAR	:	December 31, 2021
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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 duties and responsibilities of the Board of Directors ("Board") are stated in the Board Charter which includes setting the Company's strategic goals, ensuring the necessary financial and resources are in place for the Company to meet its goals, setting the Company's values and standards, and ensuring the obligations to shareholders and other stakeholders are understood and met. The duties of the Board are further outlined in the Board Charter posted on the Company's website under the Corporate Governance section. The Board has delegated specific responsibilities to four Board committees, namely the Audit Committee ("AC"), Nomination & Corporate Governance Committee ("NC"), Remuneration Committee ("RC") and Risk Management Committee ("RMC"), all of which operate within their respective approved Terms of Reference ("TOR") that are posted on the Company's website. The Board has deliberated on key issues pursuant to the Board Charter, which are stated in the 2021 Annual Report on pages 46-48.
Explanation for departure :
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure :
Timeframe :

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 1.2

A Chairman of the board who is responsible for instilling good corporate governance practices, leadership and effectiveness of the board is appointed.

Application :

Applied

Explanation on application of the practice :

The Board Chairman's role includes: • providing leadership at the Board level to ensure the Board is able to effectively discharge its responsibilities. • setting the tone for the Board discussions and deliberations with a view to promoting effective decision-making by encouraging active participation and dissenting views to be freely expressed. He also ensures Board decisions are made on a sound and well-informed basis; • setting the tone for the Company's values and standards to ensure the obligations to its shareholders and other stakeholders are understood and met; • together with the Board, reviewing the organisational structure including the composition of Board Committees to ascertain if it serves the needs of the Company and Board; • setting the Board agenda with input and advice from the Chief Executive Officer ("CEO") (with primary focus on strategy, value creation, governance and accountability) and the Company Secretaries and ensuring timely flow of high quality supporting information; • working together with the Board and based on the work of the Board Committees, determine the nature and extent of risk appetite of the Company and its group of companies ("Group"); • working with the Board to ensure there is a proper selection, assessment and training programmes for the Directors; • together with the other Board Members monitoring the implementation of Board decisions and directions and performance of Management; • leading the Board in establishing and monitoring good corporate governance practices and systems in the Company

including facilitating the Board annual evaluation exercise and ongoing education programme for Directors; and • ensuring effective communication with stakeholders and that their views are communicated to the Board. He also presides over shareholder meetings and represents the Company at certain key events. The role of the Chairman is detailed in Appendix A of the Board Charter.

Explanation for departure :

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

Measure :

Timeframe :

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 1.3

The positions of Chairman and CEO are held by different individuals.

Application :

Applied

Explanation on application of the practice :

There is a distinct division of roles and responsibilities between the Independent Non-Executive Chairman of the Board and the CEO. The Chairman has a non-executive role while the CEO who is also an Executive Director ("ED") has executive functions. The Chairman is Tunku Ali Redhauddin ibni Tuanku Muhriz, an Independent NED. The Chairman's duties are explained in the disclosure for Practice 1.2. Mr Gary Neal Christenson is the CEO and ED. He assumed the CEO position on 16 May 2019 and was re-designated from an Independent NED to an ED effective 27 March 2019. The CEO, who is an ED has overall responsibilities over the following: • the performance of the operational and business units and achievement of the corporate and commercial objectives of the Group including managing the expansion and optimisation of revenue and earnings of each of the business units and enhancing the capital value of the Group; • working with and advising the Board to define the strategic, corporate and commercial objectives of the Group; • preparing its business and operational plans and seeing to their implementation as well as the implementation of the policies, directives and decisions as approved by the Board; and • providing leadership to Management and having direct oversight for the financial performance and organisational effectiveness of the Group which includes business operations, financial management and controls, project execution, supply chain management, human resource development, investor relations and building of brand equity, operational excellence, supporting and managing the Company's Health Safety Security Environment and Quality (HSSEQ) management system and quality performance initiatives as well as commitment to Corporate Sustainability. The role of the CEO is also detailed in Appendix A of the Board Charter.