CORPORATE GOVERNANCE REPORT
STOCK CODE | : | 5132 |
COMPANY NAME | : | DELEUM BERHAD |
FINANCIAL YEAR | : | December 31, 2023 |
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 is responsible for the leadership, corporate governance, |
application of the | strategic direction, financial, operational and resource management, | |
practice | oversight, control, development, and long-term success of the Group. | |
In discharging its roles and responsibilities, the Board is guided by the | ||
Board Charter which defines the specific duties and responsibilities of | ||
the Board which can be found at the Company's corporate website. | ||
In carrying out its duties and responsibilities, the Board is supported by | ||
three Board Committees, namely Audit Committee ("AC"), Board Risk | ||
Committee ("BRC"), and Joint Remuneration and Nomination | ||
Committee ("JRNC"). These Board Committees also serve to ensure that | ||
there are appropriate checks and balances. Whilst these Board | ||
Committees have the authority to examine matters within their | ||
mandates, they will report to the Board with their decisions and/or | ||
recommendations as the ultimate responsibility for final decision on all | ||
matter lies with the entire Board. | ||
In preparing the strategies and budget for the Group for 2024, 2 | ||
meetings were held in October and November 2023 for the Board, the | ||
Group Chief Executive Officer ("GCEO") and Key Senior Management to | ||
discuss the same, taking into account all relevant considerations | ||
including the Group's risk tolerance levels amidst the challenging | ||
operating and trading environment. | ||
Details of the Board's leadership's role and responsibilities are disclosed | ||
in the Corporate Governance Overview Statement on pages 88 to 91 of | ||
the Annual Report. | ||
Explanation for | : | |
departure | ||
2
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure:
Timeframe:
3
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 | : | The Board is led by Tan Sri Dato' Seri Shamsul Azhar bin Abbas, an |
application of the | Independent Non-Executive Chairman. | |
practice | ||
The Chairman is responsible for instilling good governance practices | ||
and leadership of the Board, ensuring its effectiveness in all aspects of | ||
its role and setting its agenda. | ||
He presides over Board meetings and encourages positive contributions | ||
of all Directors at Board meetings and promotes an environment for | ||
open, robust and effective debate between all Board members and | ||
allows for constructive and dissenting views to be freely expressed. | ||
He is primarily responsible for the orderly conduct and effective | ||
working of the Board and acts as a liaison between the Board and | ||
Management. He is responsible to spearhead the productive and | ||
comprehensive discussions among Board members and Management | ||
on strategies, business operations and other plans of the Group. | ||
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 1.3
The positions of Chairman and CEO are held by different individuals.
Application | : | Applied |
Explanation on | : | The position of the Chairman and the GCEO are held by different |
application of the | individual. | |
practice | ||
Tan Sri Dato' Seri Shamsul Azhar bin Abbas, the Independent Non- | ||
Executive Chairman, provides strong leadership to the Board in its | ||
cohesive oversight of Management and ensuring the Board's | ||
effectiveness and standards of conduct while ensuring effective, | ||
transparent and regular communications with shareholders and other | ||
stakeholders. | ||
Mr. Ramanrao bin Abdullah is the GCEO of the Company who is | ||
responsible for strategic direction, operational plan, business | ||
development, overseas the business operations, implement of the | ||
Company's strategic plan, policies and decisions adopted by the Board | ||
to achieve the Company's objective of creating long-term value for its | ||
shareholders. | ||
Their details of respective roles and responsibilities are set out in the | ||
Company's Board Charter which is published on the Company's website | ||
at www.deleum.com | ||
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
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 1.4
The Chairman of the board should not be a member of the Audit Committee, Nomination Committee or Remuneration Committee
Note: If the board Chairman is not a member of any of these specified committees, but the board allows the Chairman to participate in any or all of these committees' meetings, by way of invitation, then the status of this practice should be a 'Departure'.
Application | : | Applied |
Explanation on | : | The Chairman of the Board is not a member of the AC, JRNC and BRC of |
application of the | the Company. He did not participate in any of the Board committees' | |
practice | meeting. | |
Explanation for | : | |
departure | ||
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure:
Timeframe:
6
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 1.5
The board is supported by a suitably qualified and competent Company Secretary to provide sound governance advice, ensure adherence to rules and procedures, and advocate adoption of corporate governance best practices.
Application | : Applied | ||||||
Explanation on | : Presently, the Board is assisted by two (2) competent | Company | |||||
application of the | Secretaries who are members of The Malaysian Institute of Chartered | ||||||
practice | Secretaries and Administrators ("MAICSA"). Both of them are qualified | ||||||
to act as Company Secretaries under Section 235(2) of the Companies | |||||||
Act 2016. | |||||||
The Company Secretaries support the Board in carrying out its fiduciary | |||||||
duties and stewardship role and play advisory role to the Board, | |||||||
particularly with regards to compliance with regulatory requirements, | |||||||
guidelines, legislations, corporate disclosure and governance related | |||||||
practices. | |||||||
Following that, all Directors have unrestricted access to the advice and | |||||||
services of the Company Secretaries. | |||||||
Role of the Company Secretaries, among others are: | |||||||
• facilitating Director's induction and assisting in Directors' | |||||||
training and development; | |||||||
• monitoring corporate governance developments and advising | |||||||
the Board on all corporate governance obligations and | |||||||
development in best practices; | |||||||
• managing processes for shareholders' meeting; | |||||||
• communicating with shareholders as appropriate; | |||||||
• providing | briefing | to | the | Board | on | relevant | |
correspondences/communications | from | Bursa | Malaysia | ||||
Securities Berhad (Bursa Securities) and the Securities | |||||||
Commission from time to time and at quarterly meetings. |
Both Company Secretaries possess the necessary skill and knowledge in discharging their duties. They have also attended the relevant continuous professional development programmes as required by the Companies Commission of Malaysia and MAICSA.
7
Explanation for | : |
departure |
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure:
Timeframe:
8
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 1.6
Directors receive meeting materials, which are complete and accurate within a reasonable period prior to the meeting. Upon conclusion of the meeting, the minutes are circulated in a timely manner.
Application | : | Applied |
Explanation on | : | Prior to the meetings, members of the Board are furnished with the |
application of the | meeting agenda together with the meeting papers containing | |
practice | information relevant to the business of the meetings in advance and | |
within a reasonable period of each meeting to ensure that the Directors | ||
are well informed and have the opportunity to seek additional | ||
information or further clarification as required. Meeting papers are | ||
made available electronically and accessible via Company issued mobile | ||
devices. The papers are also available in hard copies upon request. | ||
The prior circulation of the papers allows the Directors to have | ||
sufficient time to read the papers and to obtain further information, | ||
explanations or clarifications, where necessary, in order that | ||
deliberations at the meetings are focused and constructive. | ||
Where a Director is unable to attend a meeting, he/she may provide | ||
comments on the papers or discuss issues arising directly with the | ||
Chairman and/or GCEO. | ||
The minutes of Board and Board Committee meetings are circulated to | ||
all Directors timely for their review and comment prior to confirmation. | ||
Explanation for | : | |
departure | ||
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure:
Timeframe:
9
Intended Outcome
There is demarcation of responsibilities between the board, board committees and management.
There is clarity in the authority of the board, its committees and individual directors.
Practice 2.1
The board has a board charter which is periodically reviewed and published on the company's website. The board charter clearly identifies-
- the respective roles and responsibilities of the board, board committees, individual directors and management; and
- issues and decisions reserved for the board.
Application | : | Applied |
Explanation on | : | The Board Charter is available on the Company's corporate website |
application of the | www.deleum.com which sets out, amongst others: | |
practice | - composition of the Board; | |
- duties and responsibilities of the Board; | ||
- division of responsibilities and powers between Chairman, | ||
Deputy Chairman and GCEO; | ||
- responsibilities of the Independent Non-Executive Directors | ||
and Senior Independent Director; | ||
- matters reserved for the Board as well as those which the Board | ||
may delegate to the Board Committees, Chief Executive Officer | ||
and Management; | ||
- establishment of Board Committees; and | ||
- processes and procedures for convening Board meetings as | ||
well as operations and processes of the Board to promote the | ||
standards of corporate governance in line with the Group's | ||
shared values. | ||
Matters reserved to the Board, as set out in the Board Charter, includes: | ||
• the overall corporate strategy and direction, business plans and | ||
annual budget including major capital commitments; | ||
• participation in tenders or projects exceeding prescribed value | ||
and any amount outside existing core business; | ||
• material acquisitions and disposals of undertakings and | ||
properties; and | ||
• key policies and the delegation of authority guidelines of the | ||
Company. | ||
Explanation for | : | |
departure | ||
10 |
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Disclaimer
DELEUM Bhd published this content on 24 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 April 2024 02:37:02 UTC.