Velesto Energy : Corporate Governance Report 2022

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	5243
COMPANY NAME	:	Velesto Energy Berhad
FINANCIAL YEAR	:	December 31, 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.

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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 of Directors (Board) of the Company sets the direction and
application of the		formulation of VELESTO Group's strategic aims. Evaluation of the
practice		Group's strategic and business plan involve participation of the Board
		and the Management in having strategic discourses in combination of
		multiple and pertinent imperatives that involve the Group. These
		activities involve the culmination of considerations and
		recommendations from respective Board committees over the year,
		enhanced during Management Away Day and shaped by deep-diving
		into short and long-term strategies for focused values creation during
		Board Away Day on 7 to 9 September 2022.
		Aligned with Velesto's Wawasan 2030 roadmap comprising of 6 pillars
		of "Business Growth", "Technology & capabilities", "People", "Business
		Process", "Stakeholders management' and "ESG", the Group's Business
		Plan and Key Performance Indicator (KPI) set the strategic aims for the
		Group for the year 2022 and roadmap to 2030.
		▪ Setting the Strategic Aims
		Strategic discourses of the Board and the Management involve the
		reviewing, understanding, assessing and approving specific
		strategic directions and initiatives. These involve assessing and
		understanding the issues, risks and forces that define and drive the
		Group's near and long term performance, which for FY2022
		involved among others, the following:-
		(a) Global outlook: Assessed the threats to business, the state of
		global economy forecasting and beyond, oil price movements,
		behaviours of oil companies, their activities and capital
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expenditures spending, movements in upstream activities ahead.

• 1. Global risks on geopolitics, micro and macro economies, pressures on oil prices, volatility of oil & gas industry and market shifts and restructurings. Global drivers for ESG performances.
  2. Domestic outlook: Focused on elements that affected the domestic economy and increasing upstream activities. The shifting customers' focus and planning for drilling activities, workover services and integrated projects. Enhanced ESG momentum and trends.
  3. Domestic risks with capital expenditures movements of customers, demand for local contents in operations, increased competition and pressures on prices and limited supply of key commodities and logistical capacity. Increasing demand for human resources and skilled talents.
  4. In tandem with the Group's organizational purpose of "Performance Driven and Operations Focused", Company outlook dived into increasing utilisation, materializing increased day rates, forging collaborations and identification and extraction of opportunities, improving operational efficiencies, cost containment and improved overhead costs, innovative optimisation and procurement enhancements and collaborations, improved maintenance and assets and enhanced inventory management. People focused talents development and succession planning. Accelerated digitalisation and process efficiencies with more advanced digital enablers such as Enterprise Resources Planning implementation. Focused on formalizing the Group's ESG's approaches and integrating sustainability into planning and strategies.
  5. Aligned with objectives of the Group, the Group's risks were assessed in macro and micro level, delved in risks in near and long-term perspectives with current and foresights into business activities and changes in the segments of the Group's businesses. The Group's Top Risks were identified, assessed and anticipated threats were monitored and mitigated; and risks action plans were implemented and effectiveness assessed for further future planning.
• Optimal manpower sizing implementation: People focused strategies of the Group involves considerations of optimum staffing to meet the set objectives of the Group. Upskilling and reskilling manpower exercise was implemented in FY2022.

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• Review performance of the Group involve measurement and evaluation of performance of the Group against key objectives set in the beginning of the year. KPIs formulated focused on financial performance, operational metrics, project initiatives' results and qualitative assessments:-
• 1. Financial: how the Group strengthen the financial position by improving top and bottom line.
  2. Operational metrics: how to maximise utilization and efficiency of assets, initiate cost saving measures, ensure Health Safety & Environment sound operations.
  3. Project initiatives: improve existing processes and structures, expand existing business and develop new business.
  4. Qualitative: managing business and operational risks. Ensure compliance to the Group's operating policies on conduct, integrity and governance. Strengthening stakeholder and employee engagement.
• Set values & standard - The Board, the Management and the employees of the Group abide and are guided by the Code of Business Conduct and Ethics in leading and conducting the Group's business and operations. The Code is driven by the Group's ILEAP values and the highest standard of business ethics. The Group's dedication to achieve the highest standards in operations, businesses and interactions with stakeholders are promulgated in the Group's Vision and Mission.
• The Board's roles & responsibilities are set out in the Board Charter.
  During the year under review, in performing their roles and responsibilities, the activities and the manner in which the affairs of the Company are managed are shared in the Annual Report 2022 and the Group's key areas and priorities in focus are available in the
  Management Discussion and Analysis and Corporate Governance Overview Statements of the Annual Report 2022.

Explanation for	:
departure

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

Measure:

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Timeframe:

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