Serba Dinamik : Corporate Governance Report 2022

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	5279
COMPANY NAME	: Serba Dinamik Holdings Berhad
FINANCIAL YEAR	:	June 30, 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

Explanation on application of the practice

: Applied

• The Board is committed to high standards of corporate governance and strives to ensure that it is practiced throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance shareholders' value and raise the performance of the Group.
  In addition, the Board is collectively responsible in promoting success of the Group in building an enduring and profitable business admired by customers and stakeholders whilst achieving strong returns for shareholders.
  The duties, powers and functions of the Board are governed by the Constitution of the Group, the Companies Act 2016, Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Malaysia") and other regulatory guidelines and requirements that are in force.
  To ensure effective discharge of its functions, the Board entrusted on following responsibilities:
• 1. to review, challenge, approve and monitor strategic business plan, which includes overall corporate strategy, marketing plan, human resources plan, information technology plan, financial plan, budget, regulations plan and risk management plan;
  2. to oversee conduct and performance of businesses and to determine whether the businesses are being properly managed;
  3. to identify principal risks and ensuring implementation of appropriate internal controls and risks mitigation to effectively monitor and manage these risks;
  4. To prepare for succession planning, including appointing, training, fixing remuneration of, and where appropriate, replacing senior management;

2

1. to oversee development and implementation of a shareholder communication policy for the Group;
2. to review adequacy and integrity of management information and internal controls systems, including systems for compliance with applicable laws, regulations, rules, directives, and guidelines; and
3. to ensure that appropriate policies are in place, adopted effectively and are regularly reviewed in light of changing circumstances.

The Board also acknowledges importance of following:

• Maintaining a sound system of internal control and a robust risk management practice for good corporate governance with objective of safeguarding shareholder's investment and the Group's assets.
  For this purpose, the Board has adopted a Risk Governance Framework; and
• The need for effective Investor Relations and Communications with shareholders and to provide them with all relevant information affecting the Group.

The Board has established a number of Board Committees as follows:

1. Audit & Risk Committee ("ARC"); and
2. Nomination & Remuneration Committee ("NRC").

In discharging its duties and roles effectively, the Board is guided by the Board Charter, which defined principles and guidelines that are to be applied by the Board, whilst the Board Committees are guided by its respective terms of reference.

The Board Charter and the Terms of Reference for each Board Committee are accessible at the Group's website, and are subject for review from time to time to ensure that it is remain relevant and are up-to-date.

The Chairman of these various Board Committees will report to the Board the outcomes of the meetings.

Further to the above, the Group has adopted the Code of Conduct for directors & employees that seeks to ensure that they will act ethically in performing work or services for 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:

3

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 1.2

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

Application

Explanation on application of the practice

Explanation for departure

: Applied

• The roles and responsibilities of Chairman of the Board were clearly specified in the Board Charter.
  The Chairman of the Board is an Independent Non - Executive Director who is primarily responsible for orderly conduct and function of the Board and shall ensure its effectiveness on all aspects of its roles.
  In addition, the Chairman is responsible for representing the Board to shareholders and is responsible for ensuring integrity and effectiveness of governance process of the Group.
  The Chairman of the Board shall also act as Chairman at general meetings.

:

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

Measure:

Timeframe:

5