YTL Power International : Berhad CG Report 2022

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	6742
COMPANY NAME	: YTL Power International 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.

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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 YTL Power International Berhad
application of the		("YTL Power" or "Company") remains firmly committed to ensuring an
	appropriate and sound system of corporate governance throughout the
practice
	Company and its subsidiaries ("YTL Power Group" or "Group").
		The YTL Power Group's corporate governance structure is a
		fundamental part of the Board's responsibility to protect and enhance
		long-term shareholder value and the financial performance of the YTL
		Power Group, whilst taking into account the interests of all stakeholders.
		YTL Power is led and managed by an experienced Board with a wide
		and varied range of expertise to address and manage the complexity and
		scale of the YTL Power Group's operations.
		This broad spectrum of skills and experience ensures the YTL Power
		Group is under the guidance of an accountable and competent Board.
		The Directors recognise the key role they play in charting the strategic
		direction, development and control of the YTL Power Group.
		Key elements of the Board's stewardship responsibilities include:
		▪ Ensuring that the strategic plans for the YTL Power Group support
		long-term value creation for the benefit of its stakeholders and
		include strategies on economic, environmental and social
		considerations underpinning sustainability;
		▪ Promoting good corporate governance culture within the YTL Power
		Group which reinforces ethical, prudent and professional behaviour;
		▪ Overseeing the conduct of the YTL Power Group's businesses to
		evaluate and assess management performance to determine
		whether businesses are being properly managed;
		▪ Ensuring there is a framework of prudent and effective internal
		control and risk management systems which enable risks to be
		identified, assessed and managed;

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• Succession planning for the Board and senior management; Overseeing the development and implementation of a shareholder/stakeholder communications policy;
• Reviewing the adequacy and integrity of the YTL Power Group's management information and internal control systems; and
• Ensuring the integrity of the YTL Power Group's financial and non- financial reporting.

Explanation for	:
departure

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

Measure:

Timeframe:

3

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	:	The Board is led by the Executive Chairman who is responsible for
application of the		instilling good corporate governance practices, leadership and
	effectiveness of the Board.
practice
		The Executive Chairman is responsible for leadership of the Board in
		ensuring the effectiveness of all aspects of its role, and is primarily
		responsible for leading the Board in setting the values and standards of
		the Company, including good corporate governance practices, the
		orderly and effective conduct of the meetings of the Board and
		shareholders, leading discussions, encouraging active and open
		participation, managing the interface and encouraging constructive
		relations between the Board and management ensuring the provision of
		accurate, timely and clear information to Directors and effective
		communications with stakeholders and facilitating the effective
		contribution of Non-Executive Directors.
Explanation for	:
departure

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

Measure:

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 1.3

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

Application	:	Applied
Explanation on	:	There is a clear balance of power, authority and accountability between
application of the		the Executive Chairman, Tan Sri (Sir) Francis Yeoh Sock Ping, and the
	Managing Director, Dato' Yeoh Seok Hong, between the running of the
practice
	Board and the Company's business respectively. The positions of
		Executive Chairman and Managing Director are separate and clearly
		defined, and are held by different members of the Board.
		The Managing Director is responsible for, amongst others, overseeing
		the day-to-day running of the business, developing and implementing
		Board policies and strategies, making operational decisions, serving as
		the conduit between the Board and the management in ensuring the
		success of the Company's governance and management functions,
		ensuring effective communication with shareholders and relevant
		stakeholders, providing strong leadership, i.e., effectively
		communicating the vision, management philosophy and business
		strategy to employees, and keeping the Board informed of salient
		aspects and issues concerning the Group's operations.
Explanation for	:
departure

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

Measure:

Timeframe:

5