Deleum : CG REPORT 2022

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	5132
COMPANY NAME	:	DELEUM BERHAD
FINANCIAL YEAR	:	December 31, 2022

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.

1

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	:	The Board is responsible for the leadership, corporate governance,
application of the		strategic direction, financial, operational and resource management,
practice		oversight, control, development, and long-term success of the Group.
		In discharging its roles and responsibilities, the Board is guided by the
		Board Charter which defines the specific duties and responsibilities of
		the Board which can be found at the Company's corporate website.
		In carrying out its duties and responsibilities, the Board is supported by
		three Board Committees, namely Audit Committee ("AC"), Board Risk
		Committee ("BRC"), and Joint Remuneration and Nomination
		Committee ("JRNC"). These Board Committees also serve to ensure that
		there are appropriate checks and balances. Whilst these Board
		Committees have the authority to examine matters within their
		mandates, they will report to the Board with their decisions and/or
		recommendations as the ultimate responsibility for final decision on all
		matter lies with the entire Board.
		In preparing the strategies and budget for the Group for 2023, 2
		meetings were held in October and November 2022 for the Board, the
		Group Chief Executive Officer and Key Senior Management to discourse
		on the business strategies and plans for 2023 and beyond, focusing on
		business plans and budget for 2023 within the Group's risk tolerance
		levels amidst the challenging operating and trading environment.
		On 30 November 2022, the Board approved the Strategic Plan and
		Budget for 2023 of the Group.
		Details of the Board's leadership's role and responsibilities are disclosed
		in the Corporate Governance (CG) Overview Statement on pages 97 to
		98 of the Annual Report.

2

Explanation for	:
departure

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

Measure:

Timeframe:

3

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 1.2

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	:	The Board is led by Dato' Izham bin Mahmud, a Non-Independent Non-
application of the		Executive Chairman.
practice
		The Chairman is responsible for instilling good governance practices
		and leadership of the Board, ensuring its effectiveness in all aspects of
		its role and setting its agenda.
		He presides over Board meetings and encourages positive
		contributions of all Directors at Board meetings and promotes an
		environment for open, robust and effective debate between all Board
		members and allows for constructive and dissenting views to be freely
		expressed.
		He is primarily responsible for the orderly conduct and effective
		working of the Board and acts as a liaison between the Board and
		Management. He is responsible to spearhead the productive and
		comprehensive discussions among Board members and Management
		on strategies, business operations and other plans of the Group.
Explanation for	:
departure

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

Measure:

Timeframe:

4

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 1.3

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

Application	:	Applied
Explanation on	:	Dato' Izham bin Mahmud is the Non-IndependentNon-Executive
application of the		Chairman who is the co-founder of the Company together with the
practice		Non-IndependentNon-Executive Deputy Chairman, Datuk
		Vivekananthan a/l M.V. Nathan.
		Mr Ramanrao bin Abdullah is the Group Chief Executive Officer of the
		Company. Their roles are separate and there is a clear division of
		responsibilities as defined in the Board Charter ensuring a balance of
		power and authority and further enhancing the independence of the
		Board.
Explanation for	:
departure

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

Measure:

Timeframe:

5