Jadi Imaging : Corporate Governance Report 2023

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	7223
COMPANY NAME	: JADI IMAGING HOLDINGS BERHAD
FINANCIAL YEAR	:	March 31, 2023

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.

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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.

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 sets the Group's long-term goals and objectives. The Board
application of the		establishes the strategic directions and targets in achieving those
practice		goalsand objectives. The Board is guided by the prevailing legal and
		regulatory requirements as well as the Group's policies in discharging
		its fiduciary duties and responsibilities with due care, skill and
		diligence.
		Board Committees comprised of Audit Committee ("AC"), Nomination
		Committee ("NC") and Remuneration Committee ("RC") are
		established to assist the Board in discharging its duties effectively. The
		Terms of Reference ("TOR") of each Board Committee are available
		for reference in the Group's website at www.jadi.com.my.
		The Board has established Board Charter to provide guidance on its
		roles and responsibilities. The Board Charter is available for reference
		in the Group's website at www.jadi.com.my.
		The Board assumes, amongst others, the following responsibilities:
		•	Reviews and adopts the Group's overall strategic plans, major
			investments and funding requirements for the Group by
			conducting discussion with Executive Director ("ED")
		• Promotes good corporate governance culture within the Group
		•	Oversee and assess the conduct of the Group's business. The
			Group CEO will explain to the Board on the current Group's
			business as and when questions are raised during the Board
			meetings.
		• Assess management performance to determine the Group's
			businessis properly managed
		• Identifies principal risks and ensure proper internal controls are
			implemented to manage these risks
		• Ensure succession planning of senior management with right
			skillsets
		• Oversee and ensure effective communication with shareholders
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are implemented

• Review and ensure the integrity of financial and non-financial management information.
• Promotes sustainability to ensure long-term value creation

Explanation for	:
departure

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

Measure:

Timeframe:

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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	:	Departure
Explanation on	:
application of the
practice
Explanation for	:	The responsibilities of the Chairman stated in the Board Charter which
departure		is available on the Company's website at www.jadi.com.my.
		Currently, the ED assumes the primary responsibility for managing the
		Group's operations and resources. The ED is able to provide effective
		leadership to the Board and at the same time be guided by the Company
		Secretaries and views from the Independent Directors, who offer the
		necessary checks and balances in the decision making process of the
		Board.
		The ED instils good governance practices by ensuring that all the
		directors' views are heard, sufficient time for discussion of each agenda,
		and fair opportunity is provided to all the directors to participate
		actively and constructively during the meetings and discussions.
		The Board is looking for a suitable candidate to the Chairman of the
		Board.

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

Measure	:	Please explain the measure(s) the company has taken or intend to take
		to adopt the practice.
Timeframe	:	Choose an item.

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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 1.3

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

Application	:	Departure
Explanation on	:
application of the
practice
Explanation for	:	The responsibilities of the Chairman and CEO are separated and are set
departure		out in the Board Charter which is available on the Company's website
		atwww.jadi.com.my.
		The Board will appoint a suitable candidate to be the Chairman of the
		Board, taking into consideration the recommended practice of the
		Malaysian Code on Corporate Governance.

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

Measure	:	Please explain the measure(s) the company has taken or intend to take
		to adopt the practice.
Timeframe	:	Choose an item.

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