Amway Malaysia Berhad : 2021 Corporate Governance Reports

STOCK CODE

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6351

COMPANY NAME

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Amway (Malaysia) Holdings Berhad

FINANCIAL YEAR

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December 31, 2021

OUTLINE:

Application

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Applied

Explanation on application of the practice

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The Board of Directors of Amway (Malaysia) Holdings Berhad ("Amway" or "the Company") and its subsidiaries (collectively "the Group") continues to provide strategic oversight of the Company in fulfilment of its fiduciary duties as stipulated in Section 211 (1) and (2) and Section 213 (1) and (2) of the Companies Act 2016.

In fulfilling its role, the Board is guided by its Board Charter and respective Terms of Reference ("TOR") for its committees, which clearly set out the roles and responsibilities of the Board including matters reserved for the Board's approval, and those which the Board may delegate to the Board Committees, Managing Director ("MD") and Senior Management.

The Board is guided by the following in the execution of its duties:

• • Board Charter;

• • Board and Key Senior Management Diversity Policy;

• • Policy on Succession Planning for Board and Key Senior Management;

• • Remuneration Policy for Board and Key Senior Management;

• • Code of Conduct and Ethics, Whistleblower Policy and Anti-Bribery and Corruption Policy;

• • Enterprise Risk Management Policy, Internal Audit Charter and Policy on External Auditors; and

• • Investors Relations Policy.

The Board, via the Audit Committee ("AC"), looks to effectively address its risk exposure and audit matters. The AC also ensures that audit and accounting practices are in line with recognised accounting practices such as the Malaysian Financial Reporting Standards ("MFRS") and the International Financial Reporting Standards.

Through the Nominating Committee ("NC"), Amway's Board evaluates the existing skillsets of the Board members including the ability to understand financial statements and form a view on the information presented, recommends new individuals for directorship as well as assesses the performance of the Directors on an ongoing basis.

The Remuneration Committee ("RC") ensures that the remuneration plans for the Executive Director, Non-Executive Directors and Key Senior Management appropriately reflect the different roles and responsibilities and are comparable to industry benchmarks.

There is clear separation of matters between those that are under the purview of the Board and those which have been delegated to Senior Management to oversee and execute.

The Board, on an annual basis, reviews and approves the annual business strategies and operating plans, financial budget and capital expenditure budget and receives regular reports from Senior Management as to whether the plan and budgets will be met by the year end.

While the Board plays an active role in determining the Group's broad-based strategies, it has delegated to Senior Management the responsibility to develop appropriate tactical plans and initiatives to achieve set business goals and targets.

The MD together with Senior Management drive the strategic day-to-day management of the Group. They are responsible for translating strategic objectives, policies and goals set by the Board into tangible business targets or Key Performance Indicators ("KPIs"), as well as for the realisation of these through actionable business plans.

Explanation for departure

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

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Application

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Applied

Explanation on application of the practice

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Tan Sri Faizah Binti Mohd Tahir is the Chairperson of the Board and also the Senior Independent Non-Executive Director ("Senior INED") of the Company.

The Chairperson has clearly defined roles which are distinct from the MD's duties. These include but are not limited to the following:

• • Leading the Board in establishing and instilling good corporate governance practices in the Group;

• • Maintaining regular dialogue with the MD over operational matters and consulting with the remaining Board members promptly over any matters that give the Chairperson cause for major concern;

• • Leading Board meetings and discussions and acting as a facilitator at Board meetings to ensure that no member, whether executive or non-executive, dominates discussions; that the appropriate discussions take place; and that relevant opinions amongst members are forthcoming. The Chairperson shall ensure that discussions result in logical and understandable outcomes;

• • Encouraging active participation at Board meetings and allowing dissenting views to be freely expressed;

• • Setting the Board agenda and ensuring Board members receive complete and accurate information in a timely manner;

• • Managing the interface between the Board and Management;

• • Ensuring that general meetings support meaningful engagement between the Board, Key Senior Management and shareholders; and

• • Representing the Board to shareholders and ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole.

In November 2021, the Chairperson together with the other Non-Executive Directors held a private session among themselves without the presence of the MD and Senior Management to discuss strategic, governance and operational issues. No significant issues were noted from the discussion.

Explanation for departure

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

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