Hartalega Berhad : Corporate Governance Report 2022

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