Sarawak Plantation : Corporate Governance Report 2023

CORPORATE GOVERNANCE REPORT

STOCK CODE

:

5135

COMPANY NAME

:

SARAWAK PLANTATION BERHAD

FINANCIAL YEAR

:

December 31, 2023

Application

: Applied

Explanation on

: The Board sets the vision and the strategies of the Company, placing

application of the

great emphasis on enhancing shareholders' value and investors'

practice

confidence whilst maintaining a high standard of integrity. The Board

also sets the framework for which the Company shall operate, in

particular, the areas of anti corruption, conflict of interests, related

party transactions, governance, sustainability, internal control, risk

management, succession planning, business and investment strategies.

The Board puts together its diverse expertise and experience to render

direction and guidance to the Company. Its diverse expertise and

experience also help to effectively monitor implementation of the

visions and strategies which have been set and to bring them to reality.

Key areas reserved for the Board's approval include the annual budget,

dividend declaration, capital expenditure beyond a certain limit,

acquisitions/disposals of properties/materials of substantial value,

appointment of consultants for specific assignments and changes to the

management and control structure within the Company.

The full details of the roles and responsibilities of the Board of Directors

are captured in the Board Charter which is published on the Company's

website.

Explanation for

:

departure

Application

: Applied

Explanation on

: The Company is helmed by our Executive Chairman, Datuk Amar Abdul

application of the

Hamed bin Sepawi, who believes that integrity and commitment are key

practice

components of good corporate governance practice.

Working with the Executive Director / CEO and the Company Secretary,

he ensures that all relevant issues are on the Agenda and are presented

to the Board for deliberation. At Board Meetings, the Executive

Chairman leads discussions, encourages active participation and allows

dissenting opinions to be aired from both the Directors and

Management representatives who are invited to attend Board

Meetings.

The Executive Chairman is also at the forefront of presenting the

Company's cause to the government, the authorities, institutional or

potential investors and the person in charge of sustainability matters.

He represents the Board to the shareholders and is the spokesperson

at the Annual General Meetings of the Company. At such meetings, he

provides support to the Executive Director / CEO who reports to the

shareholders on matters involving operation.

Explanation for

:

departure

Application

:

Applied

Explanation on

:

For the financial year ended 31 December 2023, the Executive

application of the

Chairman continues to lead the Board in its collective oversight of

practice

management, day to day corporate relations and public affairs and the

setting of policies and strategies of the Company.

On the other hand, the day to day running of the operation of the

Company is in the hands of the Executive Director / CEO, Dato Wong

Kuo Hea.

Physical visits to the estates and other operating units are now the

norm. However virtual and hybrid meetings continue to be a common

feature wherein the Executive Director / CEO meets with the

Management and staff on short notice to address urgent matters that

arise.

Explanation for

:

departure

Application

: Applied

Explanation on

: The Chairman of the Board is not a member of the Audit Committee,

application of the

Nomination Committee or the Remuneration Committee.

practice

Explanation for

:

departure

Application

: Applied

Explanation on

: The Board of Directors, as a whole or as individuals, has direct access to

application of the

advice and the dedicated support services of the Company Secretary in

practice

ensuring effective discharge of its roles and responsibilities. The

Company Secretary also provides the Board with guidance on matters

relating to good corporate governance practices, eg. disclosures,

accountability and transparency.

The Company Secretary attends all Board Meetings. She ensures that

the meetings are properly convened and that proceedings and

deliberations are accurately minuted. She subsequently communicates

pertinent decisions to the Management for appropriate actions to be

taken. The Board of Directors is updated on the follow up actions /

status of implementation of its decisions through the board papers

which are compiled by the Company Secretary.

The Company Secretary also updates the Board of Directors on the

latest amendments to legislation and corporate announcements

released by Bursa Malaysia Securities Berhad (Bursa Securities) and

how these amendments impact the Company.

Notification will be sent to the Directors by the Company Secretary

when there are impending restrictions in dealing with the securities of

the Company at least 1 month prior to the announcement of the

quarterly results.

The Board is satisfied with the performance and support rendered by

the Company Secretary.

Explanation for

:

departure

Application

: Applied

Explanation on

: All Directors are supplied with ample information through board papers

application of the

and have free access to the Management and all other staff at all times

practice

to inquire or request for further information. These papers are

circulated to the Directors at least 1 week before the date of the Board

and Board Committee Meetings.

At Board and Board Committee Meetings, the Directors actively engage

with the Management to review and discuss financial and operational

information and progress reports relating to the crucial aspects of the

operation.

Draft minutes of the Board and Board Committee Meetings are

circulated to the Directors for comments on the same day after

conclusion of the said Board or Board Committee Meetings.

Explanation for

:

departure

Application

: Applied

Explanation on

: The full details of the roles and responsibilities of the Board of Directors

application of the

are captured in the Board Charter which is published on the Company's

practice

website. The Board Charter is reviewed periodically and as and when

necessary so that it remains relevant to the expectations of the

investing public and the shareholders of the Company.

Explanation for

:

departure