Deleum : CG REPORT 2023

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