CORPORATE GOVERNANCE REPORT
STOCK CODE | : | 5168 |
COMPANY NAME | : | Hartalega 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.
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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 understood its obligation to shareholders and other |
application of the | stakeholders and is collectively responsible in meeting the objectives | |
practice | and goals of the Group. In discharging these responsibilities, the Board | |
puts in place the following frameworks and processes to meet its | ||
objectives and review Management's performance: | ||
• Board Charter and Schedule of Matter setting out roles, duties | ||
and responsibilities of the Board, the principles and practices of | ||
corporate governance to be followed as well as the key matters | ||
reserved for the Board's approval; | ||
• Board Committees, namely Audit, Risk Management and | ||
Sustainability, Nomination and Remuneration Committees to | ||
assist the Board in discharging its duties and responsibilities | ||
effectively. The Terms of Reference of each Board Committee are | ||
set out in Board Charter. These Committees have the authority to | ||
examine particular issues and report to the Board with their | ||
recommendations; | ||
• Periodic review of the financial results as a mean to oversee the | ||
conduct of the business and the overall performance | ||
management of the Group. When reviewing the financial result, | ||
the Board will assess, challenge Management's performance and | ||
proposals and monitor Management execution in order to ensure | ||
the Group's business is being managed effectively; | ||
• Deliberate the interim and annual financial reporting with | ||
Management and External Auditors to ensure the integrity and | ||
reliability of the financial information published in order to assist | ||
the public, investors and shareholders to make informed decision; | ||
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- Review the appointment of Senior Management and ensure that they have the necessary skills and experience to assist the Board in managing the Group;
- Review related party transactions, if any to ensure the compliance with Listing Requirements and the interest of minority shareholders is not detrimental by related party transactions;
- Review and deliberate the internal audit findings and assess the effectiveness and adequacy of the systems of internal control in the Group;
- Annual and half yearly reviews of the achievement of financial performance targets and aims in the annual budget by Chief Executives and Senior Management of the respective subsidiaries; and
- Observe the regulatory frameworks and requirements when disseminating information and disclosures in consultation with the Company Secretaries, External and Internal Auditors and Corporate Finance Advisors for corporate exercises, when necessary.
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 Chairman is responsible for instilling good governance practices, | |
application of the | leadership and effectiveness of the Board. To do so, the Chairman has: | ||
practice | |||
• Ensured Board members receive accurate, timely and clear | |||
information and are well-informed about Group and industry | |||
developments; | |||
• | Set the Board agenda in consultation with the Company | ||
Secretaries and ensured that Board members receive complete | |||
and accurate information on a timely manner; | |||
• Facilitated Board discussion to ensure proper exchange of | |||
information and deliberation of issues to enable proper decision | |||
making; | |||
• Chaired Board meetings, reviewed and approved together with | |||
the Board on the strategic issues of the Group; and | |||
• | Chaired Annual and Extraordinary General Meetings and | ||
represented Board in communicating with shareholders during | |||
the general meetings. | |||
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 roles of Chairman and CEO are exercised by different individuals. A |
application of the | clear segregation of their responsibilities and powers are stated and | |
practice | defined in the Group's Board Charter. Besides ensuring an appropriate | |
balance of power and authority, the segregation of roles facilitates an | ||
open exchange of views and opinions between the Board and the | ||
Management in their deliberation of the business decisions, strategies | ||
and key operations 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:
5
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Hartalega Holdings Bhd published this content on 29 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2022 04:33:02 UTC.