UEM Edgenta : Corporate GovernanceReport 2023

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	1368
COMPANY NAME	:	UEM Edgenta 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 of Directors of UEM Edgenta Berhad ("Board") is responsible
application of the		for the corporate governance, strategic direction, financial and
practice		organisational matters of the Group.
		To ensure clear and effective governance in discharging its
		responsibilities, a Governance Structure has been established to ensure
		clear roles and responsibilities.
		In discharging its roles and responsibilities, the Board is guided by the
		Board Charter and the Discretionary Authority Limits ("DAL"), which
		outlines the duties and responsibilities of the Board, as well as matters
		that the Board may delegate to the Board Committees, the Managing
		Director/Chief Executive Officer and Management.
		The DAL is regularly reviewed to ensure effective governance and
		control, while still allowing for flexibility in pursuing new business
		opportunities. These reviews also ensure that the DAL remains relevant
		and adaptable to the rapid innovation and growth of the Company's
		business and the ever changing/evolving environment.
		In the financial year 2023, the Board had met regularly to perform its
		principal responsibilities, which are amongst others, as follows:-
		1) Establishing, reviewing and adopting the strategic plans and
		direction for the Group.
		2) Overseeing the conduct of the Group's business to evaluate
		whether the business is being properly managed.
		3) Identifying principal risks and ensuring the implementation of
		appropriate systems to manage these risks.
		4) Succession planning, including appointing, training, fixing the
		compensation of and where appropriate, replacing senior
		management.
	2

1. Reviewing the adequacy and the integrity of the Group's internal control systems and management information systems, including system for compliance with applicable laws, regulations, rules, directives and guidelines.

From 21 to 23 October 2023, the Board met with the Management for a Board Strategy Meeting. The theme for the 2023 Strategy Meeting was "Delivery and Execution Anchored on Quality".

During this meeting, the Board deliberated on the progress and year to date performance of the Group compared to the performance target set earlier in the year. The Board of Directors also directly engaged with the Head of Business/Divisions to understand their key operational challenges and gaps, align expectations, deliberate on the next steps to be taken by each business unit, and sets the Group's strategic focus, plan and budget for 2024 and beyond.

Following the Board Strategy Meeting, the Management presented the Annual Operating Plan 2024 at the Board Meeting held on 28 November 2023. The presented Annual Operating Plan 2024 contained the strategies and business plans decided upon at the Board Strategy Meeting in October 2023.

Core Values

The following core values of the Group i.e. FIRST has been endorsed by the Board which serves as a guide for all employees in their actions and conduct to meet the objectives and goals as a Company or as individuals.

• Future Focused
• Imagine New Ways
• Respect for All
• Solutioning Mindset
• True to Our Word

By embodying these values, employees will uphold the Group's Mission and Vision and contribute to its ongoing success.

Explanation for	:
departure

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

Measure:

3

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 1.2

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 duties and responsibilities of the Chairman are clearly outlined in
application of the		the item 2.0 in Appendix 1 of the Board Charter, which is available at
practice		https://www.uemedgenta.com/about-us/corporate-governance.
		Tan Sri Dr. Azmil Khalid, the Chairman of the Board, who is an
		Independent Non-Executive Director, together with the other Board
		Members, are responsible for setting the policy framework within
		which the Management is to work.
		His main responsibility is to lead and manage the work of the Board to
		ensure it operates effectively and fully discharges its legal and
		regulatory responsibilities. This includes leading the Board in
		establishing and monitoring good governance practices in the
		Company.
		He serves as the main liaison between the Board and the Management,
		leading discussion on strategies and policies recommended by the
		Management. He chairs the meetings of the Board and the
		shareholders and acts as the Company's ambassador, both domestically
		and internationally.
		Based on the Board Effectiveness Assessment 2023 conducted, all other
		Board Members agreed that the Chairman has demonstrated effective
		and excellent leadership.
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 1.3

The positions of Chairman and CEO are held by different individuals.

Application	: Applied
Explanation on	: The positions of Chairman of the Board and Managing Director/Chief
application of the		Executive Office ("MD/CEO") of the Company are held by different
practice		individuals who are unrelated to each other.
		Chairman of the Board	Tan Sri Dr. Azmil Khalid
		MD/CEO	En. Syahrunizam Samsudin

The separation of roles is to ensure a balance of power and authority between the Chairman and the MD/CEO. Their distinct and separate roles and responsibilities are clearly defined under items 2.0 and 3.0 respectively in Appendix 1 of the Board Charter, which is available on the Company's website at https://www.uemedgenta.com/about- us/corporate-governance.

The Chairman leads the Board to ensure the Board effectively discharges its leadership, control roles and assists the Board in fulfilling the goals it sets by assigning specific tasks to members of the Board.

He also acts as liaison between the Board and Management, carrying out other duties as requested by the Board as a whole, depending on need and circumstances.

The MD/CEO is primarily responsible for overseeing the day-to-day management of the business with power, discretions, and delegations authorised in the Discretionary Authority Limits and implementing the policies and strategies adopted by the Board. He is accountable for leading the Management team, implementing the policies/decisions approved by the Board, building a dynamic corporate culture with the requisite skills and competency and acting as the Group's chief spokesperson. He is also responsible for developing and recommending to the Board annual operating plans and budgets that support the Group's long-term vision and strategy, formulating and monitoring the implementation of major corporate policies.

Explanation for	:
departure

6

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

Measure:

Timeframe:

7

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	:	Tan Sri Dr. Azmil Khalid, the Chairman of the Board, is not a member of
application of the		the Audit Committee ("AC") or the Nomination and Remuneration
practice		Committee ("NRC").
		The Chairman of the Board does not participate in these specified
		committees' meetings by way of invitation nor has he ever been invited
		to attend the meetings of AC and NRC.
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 1.5

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	:	The Board is supported by a Company Secretary, Ms. Chiew Siew Yuen
application of the		who is accountable to the Board through the Chairman of the Board and
practice		Committees on all governance matters.
		Ms. Chiew Siew Yuen was appointed as the Company Secretary of
		UEM Edgenta Berhad on 23 July 2014, has over eighteen (18) years of
		experience in corporate secretarial practice and is qualified to act under
		Section 235(2) of the Companies Act ("CA") 2016. She is also registered
		with the Companies Commission of Malaysia ("CCM") under
		Section 241 of the CA 2016 and is issued with a practising certificate by
		the Registrar of Companies.
		She is an Associate member of the Malaysian Institute of Chartered
		Secretaries and Administrators (MAICSA) and a Chartered Secretary and
		Chartered Governance Professional under the Chartered Governance
		Institute.
		The Company Secretary is a central source of information and advises
		the Board and its Committees on issues relating to compliance with
		laws, rules, procedures and regulations affecting the Company. Board
		members have unlimited access to the professional advice and services
		of the Company Secretary.
		Roles of the Company Secretary
		1) Provides advisory with regard to the Company's Constitution, Board
		policies and procedures, corporate governance best practices, and
		ensure compliance with regulatory requirements, listing rules,
		codes and legislations.
		2) Attends and ensures that all Board and Board Committees decisions
		are well recorded in the minutes and that action items are promptly
		communicated to the Management for implementation.
		3) Assist in reviewing the Board Meeting agendas and Board Meeting
		papers, where applicable, prior to circulation to the Board
		Members.
		4) Coordinate and ensure the timely completion and circulation of
		Board and Committee papers.
		5) Facilitates induction programmes for new directors and assists with
		professional development of Directors.
	9

1. Ensure processes and proceedings of general meetings are in place and properly managed.
2. Facilitates the Board in conducting the annual Board Effectiveness Assessment.

The Company Secretary maintains up-to-date knowledge of the regulatory requirements by regularly attending relevant continuous professional development programmes as required. She is in a position to advise the Board and its Committees on compliance matters as appropriate.

Based on the Board Effectiveness Assessment 2023, all Board Members agreed that:-

1. The Board is satisfied with the performance and support rendered by the Company Secretary to the Board in discharging its function.
2. The minutes were properly recorded the discussion and resolutions of meetings; and
3. The Board is provided with adequate secretarial support.

Explanation for	:
departure

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

Measure:

Timeframe:

10