2018 UEM Edgenta Annual Report

In reinforcing the importance of corporate governance, the Board is dedicated in ensuring that good corporate governance is practised and complied with throughout the Group within the framework as expounded by the principles and recommendations promoted by the Malaysian Code on Corporate Governance 2017 (“MCCG”), issued by the Securities Commission. As required under the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), a listed issuer is to provide an overview of the application of the principles as set out in the MCCG by the Board. This Corporate Governance Overview Statement (“Statement”) provides a summary of the Company’s corporate governance practices during the financial year under review, with reference to the following three (3) key principles:- a) Board leadership and effectiveness; b) Effective audit and risk management; and c) Integrity in corporate reporting and meaningful relationship with stakeholders. This Statement is to be read together with the Corporate Governance Report (“CG Report”), which provides details on how the Company has applied each Practice as set out in the MCCG. The CG Report is available on the Company’s website at www.uemedgenta.com . The Board will continue to take measures to improve compliance with the recommended best practices in the ensuing years. A. BOARD LEADERSHIP AND EFFECTIVENESS A1. BOARD RESPONSIBILITIES The Board affirms its ultimate and overall responsibility for corporate governance, strategic direction, financial and organisational matters of the Group. In discharging its roles and responsibilities, the Board is guided by the Board Charter and the Discretionary Authority Limits (“DAL”) which outlines the duties and responsibilities of the Board, as well as matters that the Board may delegate to the Board Committees, the Managing Director/Chief Executive Officer and Management. The Board explicitly assumes the following principal responsibilities, to facilitate the Board’s stewardship responsibilities:- • Establishing, reviewing and adopting the strategic plans and direction for the Group. • Overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed. • Identifying principal risks and ensuring the implementation of appropriate systems to manage these risks. • Succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing senior management. • Developing and implementing an investor relations programme or Corporate Disclosure Policy for the Group. • Reviewing the adequacy and the integrity of the Group’s internal control systems and management information systems, including system for compliance with applicable laws, regulations, rules, directives and guidelines. In order to ensure that the Board responsibilities are effectively discharged, the Board delegates certain functions to the Board Committees to support and assist in discharging fiduciary duties and responsibilities. The respective committees with responsibilities guided by the respective terms of references, report to the Board on matters considered and their recommendations thereon. The ultimate responsibility for the final decision on all matters, however, lies with the Board. CORPORATE GOVERNANCE OVERVIEW STATEMENT THE BOARD OF UEM EDGENTA BERHAD (“UEM EDGENTA” OR “THE COMPANY”) IS FULLY COMMITTED TO MAINTAIN THE HIGHEST STANDARDS IN CORPORATE GOVERNANCE PRACTICES, PROFESSIONALISM AND INTEGRITY IN DRIVING THE COMPANY TO SAFEGUARD AND ENHANCE SHAREHOLDERS’ VALUE AND PERFORMANCE OF THE COMPANY AND ITS SUBSIDIARIES (“THE GROUP”). Management Discussion & Analysis UEM Edgenta Berhad Annual Report 2018 About UEM Edgenta Chairman’s Statement 108