Oriental Berhad : Corporate Governance Report FY2021

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	4006
COMPANY NAME	:	Oriental Holdings Berhad
FINANCIAL YEAR	:	December 31, 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.

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 application of the practice :	The Board is responsible for governing and directing the affairs of Oriental Holdings Berhad ("OHB") and its subsidiaries (collectively referred to as the "Group"), enhancing long-term shareholder value whilst taking into account the interests of other stakeholders and maintaining high standards of transparency, accountability, and integrity. In discharging its duties, the Board sets the Group's vision, mission, and values which are published on corporate website and communicated to all stakeholders. The Board reviews and adopts the Group's strategic plan which focussed on business sustainability; approving annual business plans, annual capital and operating budget and monitoring the Group's performance and progress towards meeting its strategic objectives in the mid to long term. The Board has also established a Corporate Disclosure and Communications Policy to guide effective and orderly communication of information to investors, stakeholders, and the general public. Through Management, various channels are also deployed to engage with the Group's stakeholders with a view to communicate relevant information and obtain stakeholders' views to understand their interests and concerns which are then considered in the business decision-making process. Premised on high standards of transparency, accountability and integrity, the Board is dedicated to discharging its duties with unfettered objectivity, due care and skill in the best interest of the Company as enshrined in the Board Charter, which includes a formal schedule of matters reserved for the Board.
In order to effectively discharge its stewardship role, the Board has established Board Committees, namely, the Executive Committee ("EXCO"), Audit Committee ("AC"), Remuneration Committee ("RC"), Nominating Committee ("NC") and Risk Management Committee ("RMC"), to oversee matters within their purviews approved by the Board and to report to the Board on key issues deliberated at their respective meetings. The ultimate responsibility for decision making, however, resides with the Board. In determining the strategic objectives of the Group, the Board is supported by the EXCO which develops the Group's strategic objectives and plans for the Board's adoption. The EXCO is responsible for overseeing the implementation of strategies, plans, and policies, as adopted by the Board, in the Group's business segments. The EXCO meets at least quarterly to review the business performance and Key Performance Indicators of the Group's business segments, which are presented by the respective segment's Performance Coordinating Team ("PCT"), and subsequently reports to the Board. In carrying out its roles and responsibilities, the EXCO also incorporates considerations relating to business sustainability. The AC assists and supports the Board to oversee the Group's processes for preparation of financial information, its internal control system and independence of the Group's external and internal auditors. The RC is primarily responsible for recommending to the Board the remuneration of Executive Directors, drawing from outside advice, if necessary. The NC oversees the nomination and election of new Directors, the conduct of Directors' annual assessment and the facilitation of Directors' induction, training and succession programmes. The RMC is tasked to review and recommend risk management policies and strategies for the Group. It assists the Board to fulfil its oversight responsibility to manage the overall risk exposure of the Group. Details of the functions of the AC, NC, RC, and RMC are disclosed under Corporate Governance Overview Statement, Audit Committee Report, and Statement on Risk Management and Internal Control in the OHB's Annual Report 2021. The Board also sets the tone on corporate social responsibility and sustainable development activities which stem from the fundamental principles of good corporate governance and striking a harmonious synergy between corporate pursuits and social obligations. The Group is committed to ensure that economic, environment and social considerations are integrated into business activities.
Explanation for departure :

Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.

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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 application of the practice :	The Group is headed by a Board comprising of ten Directors. The Chairman of the Board is Datuk Loh Kian Chong who was appointed on 1 January 2015. As outlined in the Board Charter, the responsibilities of the Chairman, amongst others, are as follows: • acting as chief spokesperson and representative of the Board and Company; • ensuring that the Board is aware of its statutory obligations to the Company, its shareholders, employees and other stakeholders; • presiding at Board and shareholder meetings and ensuring the proceedings thereof comply with good conduct and practices; • establishing frequency and timing of Board meetings as well as reviewing such practice from time to time, as considered appropriate, or as requested by the Board; • functioning as facilitator at Board meetings and ensuring that no member, whether executive or otherwise, dominates discussion. The Chairman shall also encourage Board members to participate in discussions and that relevant opinions amongst members are forthcoming, resulting in logical and understandable outcomes; • ensuring that all Directors are enabled and encouraged to participate at Board meetings. This includes ensuring that all relevant issues are on the agenda and that all Directors receive timely and relevant information tailored to their needs and that they are properly briefed on issues arising at Board meetings; • ensuring Executive Directors accept their share of responsibilities of governance and provide regular updates on all issues pertinent to the welfare and future of the Group to the Board; • liaising and co-ordinating input from all Directors, especially Board Committees' Chairman, to optimise the effectiveness of the Board and its Committees; • ensuring the adequacy and integrity of the Board governance processes; and • performing other responsibilities assigned by the Board from time to time.
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