UEM Edgenta Berhad : Corporate GovernanceReport 2021

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CORPORATE GOVERNANCE REPORT

STOCK CODE	:	1368
COMPANY NAME	:	UEM Edgenta 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 ultimate and overall responsibility for corporate governance, strategic direction, financial and organisational matters of the Group lies with the Board. In discharging its roles and responsibilities, the Board is guided by the Board Charter and the Discretionary Authority Limits ("DAL") which outlines the duties and responsibilities of the Board, as well as matters that the Board may delegate to the Board Committees, the Managing Director/Chief Executive Officer and Management. The DAL is constantly reviewed to ensure proper governance and control without jeopardizing opportunities. During the year under review, the Board Charter was reviewed and revised on 27 May 2021 and 26 August 2021. The Board met regularly to perform its principal responsibilities, which are amongst others, as follows:- 1)Establishing, reviewing and adopting the strategic plans and direction for the Group. 2) Overseeing the conduct of the Group's business to evaluate whether the business is being properly managed. 3) Identifying principal risks and ensuring the implementation of appropriate systems to manage these risks. 4) Succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing senior management. 5) Developing and implementing an investor relations programme or Corporate Disclosure Policy for the Group. 6) Reviewing the adequacy and the integrity of the Group's internal control systems and management information systems, including system for compliance with applicable laws, regulations, rules, directives and guidelines.

On 25 & 26 October 2021, the Board of Directors met with the Management virtually for a Board Strategy Meeting. The theme for the Strategy Meeting was "Reshaping the Business Towards a Sustainable Future". At this meeting, the progress and year to date performance of the Company as compared to the performance target set by the Board early of the year was deliberated. The Board of Directors also interacts directly with Head of Divisions to understand their key operational challenges and gaps, deliberating on the next steps to be taken by each business unit, and also set the Group's strategy, plan and budget for 2022 and beyond. Subsequent to the Board Strategy Meeting, the Management then presented their Annual Operating Plan 2022 at the Board Meeting held on 25 November 2021. The presented Annual Operating Plan 2022 contained the strategies and business plans that were decided at the Board Strategy Meeting in October 2021. The Board endorsed the following core values of the Group which will guide the action and conduct of all employees of the group as a Company and an individual:- • Future Focused • Imagine New Ways • Respect for All • Solutioning Mindset • True to Our Word

Explanation for departure :

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

Measure :

Timeframe :

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 :	Tan Sri Dr. Azmil Khalid, the Chairman of the Board, who is an Independent Non-Executive Director, together with the other Board Members, are responsible for setting the policy framework within which the Management is to work. His main responsibility is to lead and manage the work of the Board in order to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities. He serves as the main liaison person between the Board and the Management. He also leads the discussion on the strategies and policies recommended by the Management and chairs the meetings of the Board and the shareholders. The duties and responsibilities of the Chairman are set out in the item 2.0 in Appendix 1 of the Board Charter, which is available athttps://www.uemedgenta.com/about-us/corporate-governance Based on the Board Effectiveness Assessment 2021, it was noted that all other Board Members agreed that the Chairman demonstrates effectiveness and excellent leadership.
Explanation for departure :
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure :
Timeframe :

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 application of the practice :	The positions of Chairman of the Board and Managing Director/Chief Executive Office ("MD/CEO") of the Company are held by separate individuals who are unrelated to each other. Chairman of the Board MD/CEO Tan Sri Dr. Azmil Khalid En. Syahrunizam Samsudin The separation of roles is to ensure a balance of power and authority between the Chairman and the MD/CEO. Their positions are separated and clearly defined under items 2.0 and 3.0 respectively in Appendix 1 of the Board Charter, which is available athttps://www.uemedgenta.com/about-us/corporate-governance The Chairman leads the Board to ensure the Board effectively discharges its leadership, control roles and assists the Board fulfils the goals it sets by assigning specific tasks to members of the Board. He also acts as liaison between the Board and Management, carries out other duties as requested by the Board as a whole, depending on need and circumstances. The MD/CEO is primarily responsible for overseeing the day-to-day management of the business with power, discretions, and delegations authorised in the Discretionary Authority Limits and implementing the policies and strategies adopted by the Board. He is accountable for leading the Management team, implementing the policies/decisions approved by the Board, building a dynamic corporate culture with the requisite skills and competency and acting as the Group's chief spokesperson. He is also responsible for developing and recommending to the Board annual operating plans and budgets that support the Group's long-term vision, strategy and vision, formulating and monitoring the implementation of major corporate policies.
Explanation for departure :
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure :