Cahya Mata Sarawak : CG Report 2022

CORPORATE GOVERNANCE REPORT

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.

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Each of the Board Committee operates within its respective terms of reference ("TOR") that also outlines its respective functions and authorities. The TOR of the respective Board Committees is periodically reviewed by the Board Committees and approved by the Board to ensure that the TOR remains relevant and adequate. The Chairman of the respective Committees report to the Board the outcome of deliberations at each Committee meeting.

The principal functions and responsibilities of the Board of Directors include the following:

1. Oversee the development and implementation of the Group's strategic plan and direction
   The Board works closely with Senior Management to ensure that an appropriate strategic direction and corporate goals are in place. These include the development and approval of strategic plans, major investment and funding proposals, acquisitions and divestment proposals, annual corporate budgets and management plan including operating budgets, capital expenditure budgets and cash flow budgets which are regularly reviewed.
2. Internal control and risk management
   The Board recognises the importance and its responsibility for sound risk management practices and internal control, and is committed to reviewing the adequacy and integrity of these systems. In this regard, the Board has a governance structure to ensure effective oversight of risks and controls in the Group. It is assisted by the GRC and GAC to oversee all matters with regards to risks, controls and governance. The GRC is established as a committee of the Board with the primary responsibility of supporting and assisting the Board on matters related to overseeing the Group's risk management framework. This includes the establishment of policies within the Group and determination of the Group's overall risk appetite and level of risk tolerance, whereas the GAC is entrusted to review the efficacy of internal controls. The Board also acknowledges the responsibility for the design of a risk-based system to prevent and detect fraud.
3. Succession planning
   The Board, with recommendation of the NRC, is responsible to provide for orderly succession of the Board and Senior Management and ensures that C-Suites and Senior Management has the necessary skills and experience to carry out their duties.

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1. Effective communication with stakeholders
   The Board subscribes to high standards of transparency and accountability in the disclosure of information to its shareholders as well as to potential investors and the public. The Company uses various channels for effective communication with the shareholders and other stakeholders including releasing timely announcements and disclosures to Bursa Malaysia Securities Berhad, encouraging effective participation at general meetings and updating information available at the Company's website at www.cahyamata.com.
2. Embedding sustainability and corporate responsibility practices as part of Group strategy
   The Board is committed in its sustainability and corporate responsibility efforts across the Group to create value for its stakeholders via the Group's Sustainability Roadmap 2021 - 2023. The Board intends to channel this from the top down with greater disclosures on the efforts that are being planned for implementation across the Divisions.

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

Measure:

Timeframe:

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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.

• Guide and mediate the Board's actions with respect to organisational priorities and good governance
• Ensure the Board conducts itself in accordance with the Board Charter
• Ensure the Board meetings are conducted effectively with all relevant matters tabled in the agenda and that all Directors receive timely information and are properly briefed
• Ensure the general meetings are conducted effectively with all relevant matters tabled in the agenda and that all Shareholders receive timely information and are given the opportunities to ask questions at the meetings
• Ensure the Board is updated on material matters relating to the Group by the C-Suites and Senior Management
• Act as the major point of contact between the Board and Group MD
• Review progress regularly on important initiatives and significant issues facing the Group together with the C-Suites and Senior Management

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

Measure:

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