CORPORATE GOVERNANCE REPORT

STOCK CODE

:

6459

COMPANY NAME

:

MNRB Holdings Berhad

FINANCIAL YEAR

:

March 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.

1

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 MNRB Holdings Berhad ("MNRB") is responsible to lead

application of the

and control the Company in an effective and responsible manner. Each

practice

Director has a legal duty to act in the best interest of the Company and

its stakeholders. The Directors discharge their roles and duties with

integrity, honesty and professionalism.

The Board is principally responsible for: -

Strategy Setting

The Board reviews and approves business strategies, financial

performance, major capital and operating budget and matters of policy.

The Board monitors the management's performance in implementing

the adopted strategies and it provides relevant direction and advice,

where necessary, to ensure the achievement of the Company's

objectives.

For financial year 2022/2023, the annual Budget meeting was held in

January 2022. The early deliberation of the annual Budget had enabled

the Company's strategies for the coming financial year to be deliberated

in advance and in ample time.

Management of the Company

The Board reviews management's performance, ensuring that the

Company is properly managed.

2

In carrying out his task, the President & GCEO is supported by the Group Management Committee, which comprised the President & GCEO as the Chairman, the President & CEOs of the key operating subsidiaries and Senior Management. The Group Management Committee provides a summary of the Group's and the Company's issues and financial performances to the Board every quarter.

The Group Compliance Management provides the Board with a report on the Group's and Company's compliance with statutory obligations as well as relevant rules and regulations. Non-compliance incidents and remedial action plans are tabled to the Board for information or approval, if any.

Risk Management

The Board ensures that principal risks are identified and adequate mitigating action plans are put in place. In ensuring adequacy of risk assessment and control, the Risk Management Committee of the Board ("RMCB") has been entrusted with providing oversight and governance of risks for the Company. The Corporate Risk Scorecard is presented to the RMCB and the Board every quarter.

The Statement of Risk Management and Internal Control is disclosed in the Company's Annual Report 2022.

Succession Planning

The Board is responsible to ensure candidates for the post of President

  • GCEO and other key roles are of high calibre. The Board has in place a succession planning strategy in replacing senior management, when necessary.

A summary on succession planning is disclosed in the Company's Sustainability Statement in the Annual Report 2022.

Integrity of Internal Control

The Board reviews the adequacy and integrity of the Company's internal control system on a regular basis and ensures that there is an effective and satisfactory framework for reporting internal financial controls and regulatory compliance. In addition, the Board continues to ensure the effective functioning of an Audit Committee and Internal Audit department.

3

Aside from its principal duty, the Board also ensures that all its Directors attend trainings and knowledge sharing sessions to continuously build upon their operational knowledge.

The Board delegates review functions to the various Board Committees it has established. To ensure a more holistic review and oversight, the Chairman of each Board Committee provides a report to the Board on issues and matters raised at their respective meetings for the Board's further consideration.

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 1.2

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

:

Datuk Johar Che Mat, a Non-IndependentNon-Executive Director

application of the

("NINED") has been the Chairman of the Company since 1 July 2019.

practice

The Chairman leads the Board and is also responsible for its

performance. Together with the rest of the Board members, the

Chairman sets the policy framework and strategies to align business

activities with the Group's objectives. He ensures orderly conduct and

proceedings of the Board, where healthy debate on issues being

deliberated is encouraged to reflect an appropriate level of

independence.

In addition, the Chairman cultivates a healthy working relationship

with the President & GCEO and provides the necessary support and

advice as appropriate. The Chairman continues to demonstrate the

highest standards of corporate governance practices and ensures that

these practices are regularly communicated to all the stakeholders.

The Chairman's profile can be found in the Company's Annual Report

2022 and the detailed role and responsibilities of the Chairman are

mentioned in the Board Charter, as disclosed on the Company's

corporate website.

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

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MNRB Holdings Berhad published this content on 22 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 September 2022 00:09:08 UTC.