Digi Com Berhad : Download Corporate Governance Report 2021

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	6947
COMPANY NAME	:	Digi.Com 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 shoulders the ultimate responsibility of determining the direction of the Digi.Com Berhad and its subsidiaries (Digi Group), assisting in the fine-tuning of corporate strategies and ensuring effective execution of these strategies and necessary resources are in place to meet its objectives to protect the interests of the shareholders and stakeholders of Digi Group. The Board recognises that a healthy corporate governance culture defined on the principles of transparency, objectivity and integrity are fundamental to Digi's business purpose and strategy. In order to ensure the effective discharge of its functions, the Board has delegated its specific powers of the Board to the relevant Board Committees, the Chief Executive Officer (CEO) and Management Committees. Three (3) Board Committees namely the Audit and Risk Committee (ARC), Nomination Committee (NC) and Remuneration Committee (RC) are set up to assist the Board in performing its oversight function. These Board Committees have each specific responsibility all of which are governed by clearly defined terms of reference which are available on Digi's website athttps://www.digi.com.my/our-company/our-governance. The Board delegates the implementation of its strategies to Digi Management Team (DMT) that plays a critical role in setting the tone from the top in championing behaviour in committing to ethical values and Digi Way of Work. Meanwhile, the Board remains ultimately responsible for corporate governance and the affairs of Digi. The CEO is accountable to the Board for the achievement of Digi Group's mission, goals and objectives alongside the observance of management's limitations. The CEO, together with the DMT, reports to the Board the operational, regulatory and financial performance of Digi Group on a quarterly basis and as and when required.

Various Management Committees comprising key DMT members have been established to oversee the areas of business operations assigned to them under their respective mandates. These Committees are:

• • The Vendor and Investment Committee governs the approval process regarding material capital investments and operating expenditure for Digi including the review and approval of the vendor evaluation criteria and vendor selection.

• • The Commercial Forum governs the decision-making process for commercial issues and is managed by Marketing.

• • The Regulatory Steering Committee provides direction and makes decisions on regulatory matters and/or related topics that have a significant impact on Digi.

• • The Risk Management Forum (RMF) reviews and deliberates on the significant risks reported across Digi and makes decisions on the coordinated action plans necessary to mitigate risks. The quarterly forum is chaired by the Chief Financial Officer (CFO) with DMT as members of the RMF.

• • Responsible Business Forum oversees Digi's Sustainability focus and Environmental, Social and Governance (ESG) performance.

Digi has an established Delegation Authority Matrix (DAM) providing a framework of authority and accountability. The DAM outlines approval authority for strategic, capital and operational expenditure approved by the Board. The DAM is reviewed and approved by the Board in line with changes in business needs.

However, the Board retains full responsibility for guiding and monitoring the Company, in discharging its responsibilities. The Board has in October, November and December 2021 deliberated the Digi's

2022 Strategy Plan, the Preliminary Financial and Operational Targets for 2022 as well as the Build Plan and Capital Expenditure Allocation 2022 and approved the strategy plans thereon.

The Board constantly provides leadership within a framework of prudent and effective controls which enable risks to be appropriately assessed and managed.

Notwithstanding that, the Board is also involved in any matters that have significant impact on Digi's business, including, and not limited to,

issues within objectives and strategies, operations, finances and employees.

The Board ensures that Digi's strategic plan supports long term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability. The Board is aware of the

significant financial and non-financial elements that could result in exposures and alter the risk profile accordingly. The Board is guided by the Board Charter and the DAM to ensure an optimal structure for efficient and effective decision making in Digi.

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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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 application of the practice :	The Chair of the Board, Mr Haakon Bruaset Kjoel is a Non-Independent Non-Executive Director and he plays an effective role as Chair of the Board by: (a) leading the Board in establishing and monitoring good corporate governance practices in the Company, including but not limited to inclusion of corporate governance element as agenda item for discussion at Board meetings; (b) providing leadership, demonstrating strong commitment and judgement in overseeing management function; (c) ensuring the Company's decisions taken are in the best interest of shareholders and other stakeholders as well as fairly reflect the Board's consensus; (d) facilitating Board meetings to ensure effective contribution by all Directors and allows dissenting views to be freely expressed, promotes a culture of openness in ensuring no one Director dominates the discussion; (e) managing the interface and act as the main conduit between the Board and Management in ensuring constructive relations; and (f) acting on the results of Board performance evaluation by recognising the strengths and addressing the weaknesses of the Board. The details of the roles and responsibilities of the Chair of the Board have been clearly specified in the Board Charter, which is available on Digi's website athttps://www.digi.com.my/our-company/our-governance.
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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