Hap Seng Plantations Berhad : Download Corporate Governance Report 2021

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	5138
COMPANY NAME	:	Hap Seng Plantations Holdings 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 Hap Seng Plantations Holdings Berhad ("HSP" or the "Company") is committed to foster a corporate governance culture that is grounded on the hallmarks of accountability, objectivity and transparency. As fiduciaries, the Board members are fully cognisant of the need to discharge their duties and responsibilities with unfettered judgment, due care and skill at all times. The Board is responsible for governing the business and affairs of the Company. The Board sets the strategic direction of HSP and monitors the outcome of efforts to reach that direction. The Board institutes regular reviews and approves the objectives, strategies, business plans and monitors performance against established plans. The Business Plan 2022 was approved by the Board during the Board meeting held on 24 November 2021. The Board has also established key performance indicators to define, measure and monitor the performance and progress towards achieving the Company's goals. In setting the "tone from the top", the Board is committed to drive ethics and HSP's cultural values amongst employees. Honesty and integrity are key values as the Board believes that the success of HSP's business is built on the foundations of trust and confidence. Board Committees are established by the Board to assist the Board with oversight functions in selected responsibility areas. Managing director of the Company ("Managing Director") and executive/senior management team ("Management") are responsible for implementing policies and strategies of the Board and overseeing HSP's operations. The demarcation of responsibilities between the tripartite parties of the Board, Board Committees and Management is outlined in the board charter of HSP ("Board Charter"). While the Board delegates its responsibility in accordance with the matters reserved in the board charter, the Board at all times exercises collective oversight function of the Board Committees and Management.

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 Board is led by Dato' Mohammed Bin Haji Che Hussein, an independent chairman ("Chairman"). The Chairman is responsible for leading and ensuring effective conduct of the Board. In fulfilling this role, he amongst others carries out the following: • ensuring that appropriate procedures are in place to govern the Board's operations; • setting the agenda, style and tone of Board deliberations, facilitating effective review, analysis, discussions and contributions by each director with sufficient time allocated for discussion of complex and contentious issues, encouraging constructive debate so as to enable a sound decision-making process; • ensuring accurate and timely information, in particular about the performance of the Company, is furnished to Board members; • establishing a close relationship of trust with the Management, Managing Director and Board, providing support and advice while respecting executive responsibility and hence, fostering a constructive relationship or partnership with the Board and Management team; • leading efforts to address the Board's developmental needs; and • chairing of general meetings, and ensuring a smooth, open and constructive dialogue between the Board and the shareholders; and establishing and monitoring good governance practices in the Company. The responsibilities of the Chairman are set out in 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.
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