Glomac Berhad : - Corporate Governance Report 2021

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	5020
COMPANY NAME	:	Glomac Berhad
FINANCIAL YEAR	:	April 30, 2021

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 Directors (the "Board") of Glomac Berhad ("Glomac" or
application of the		the "Company") recognises the importance of adopting robust
practice		corporate governance standards in its efforts to enhance shareholders'
		value, whilst ensuring probity and safeguarding other stakeholders'
		interest.
		In tandem with its value creation role, the Board assumes an active role
		in the development and oversight of the overall strategic direction of
		the Company and its subsidiaries ("the Group"). The Board establishes
		the Group's goals and strategic directions, setting goals and targets for
		management and monitoring the achievement of goals and targets.
		In order to effectively measure and monitor the performance and
		progress of Management towards achieving the strategic objectives of
		the Group, the Board has established a set of Key Performance
		Indicators that incorporates both quantitative and qualitative elements.
		The quarterly financial results and budget reports are amongst others,
		tabled to the Board during Board meetings to keep Directors apprised
		on the latest operational developments and any significant issues
		pertaining to the Group.
		Additionally, the Board directs its efforts to identify and evaluate
		principal risks surrounding the Group as outlined in the Statement on
		Risk Management and Internal Control, whilst ensuring the
		implementation of appropriate systems to manage these identified
		risks. The risk management and internal control framework has been
		developed with a view of ingraining ethical, prudent and professional
		behaviour across every level of the Group's operations. In this regard,
		the Board, as the pivot of corporate governance, is committed to
		fostering a healthy corporate culture by setting the "tone at the top".
		In pursuit of the business objectives, the Board is mindful of its
		responsibility on the environmental, economic and social aspects of
	2

business sustainability. Notably, the Group leverages on technology to promote environmental sustainability for selected development projects. The details of the Company's sustainability activities and performance are discussed in the Sustainability Statement of the Annual Report.

On the stakeholder engagement front, the Board continuously ensures that effective channels of communication are maintained to provide stakeholders with appropriate platforms to channel pertinent views or concerns, as outlined in the Sustainability Statement.

Explanation for	:
departure

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' Mohamed Mansor bin Fateh Din, the
application of the		Group Executive Chairman, who is also the founder of the Group. He
practice		was appointed to the Board on 1 April 1986.
		The Chairman is responsible for leading and ensuring effective conduct
		of the Board. In fulfilling the role, he amongst others carries out the
		following:
		∙ leading the Board in setting the values and standards of the
		Company;
		∙ ensuring efficient organisation and conduct of the Board's
		outworking and meetings;
		∙ ensuring effective communication with shareholders and other
		relevant stakeholders;
		∙ facilitating the effective contribution of Non-Executive Directors
		and ensuring constructive relations are maintained between
		Executive and Non-Executive Directors;
		∙ encouraging active participation and allowing dissenting views to
		be freely expressed; and
		∙ leading the Board in establishing and monitoring good corporate
		governance practices in the Company.
		The Chairman is deputised by the Group Executive Vice Chairman,
		namely Datuk Fong Loong Tuck. The responsibilities of the Chairman are
		codified in the Board Charter, which is available on Glomac's website at
		www.glomac.com.my.
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 Board acknowledges the need to have a clear delineation of
application of the	authority and responsibilities between the Group Executive Chairman
practice	and Group Managing Director ("MD")/Chief Executive Officer ("CEO")
	of Glomac. This division ensures that there is balance of power and
	authority between oversight and executive functions.
	The Board is led by Tan Sri Dato' Mohamed Mansor bin Fateh Din, the
	Group Executive Chairman while the position of Group MD/CEO is
	helmed by Datuk Seri Fateh Iskandar bin Tan Sri Dato' Mohamed
	Mansor.
	As outlined under Practice 1.2, the Group Executive Chairman is
	responsible for leading and ensuring effective conduct of the Board.

The Group MD/CEO's responsibilities include:

• overseeing the day-to-day operations to ensure the smooth and effective running of the Group;
• seeing the overall strategic policy and direction of the Group's business operations based on the effective risk management controls;
• ensuring that the financial management practice is performed at the highest level of integrity and transparency and that the businesses and affairs of the Group are carried out in an ethical manner and in compliance with the relevant laws and regulations; and
• implementing the policies, strategies and decisions adopted by the Board.

The respective duties and responsibilities of the Group Executive Chairman and Group MD/CEO are encapsulated in the Board Charter, which is available on Glomac's website at www.glomac.com.my.

The Board is cognisant of the need for heightened checks and balances given that the Group Executive Chairman, Tan Sri Dato' Mohamed Mansor bin Fateh Din and Group MD/CEO, Datuk Seri Fateh Iskandar bin Tan Sri Dato' Mohamed Mansor are related immediate family members. As a testament to the Board's efforts to ensure no single individual has unfettered powers in making decision, the Board has appointed a Senior Independent Non-Executive Director, Dato' Ikhwan Salim bin Dato' Haji Sujak to act as a sounding Board to the Chairman and a conduit for Independent Directors. Additionally, the balanced

5