2019 UEM Edgenta Annual Report

103 UEM Edgenta Berhad UEM EDGENTA AT A GLANCE MESSAGE FROM OUR LEADERSHIP STRATEGIC FOCUS OPERATIONAL REVIEW SUSTAINABILITY EFFORTS CORPORATE GOVERNANCE INTRODUCTION FINANCIAL REVIEW ADDITIONAL INFORMATION Annual Report 2019 Corporate Governance Overview Statement A STRENGTHENED GOVERNANCE FRAMEWORK Your Board is ultimately responsible to shareholders for the direction, management, performance and long-term success of the Company. It sets the Group’s strategies and objectives, as well as oversees and monitors the performance, internal controls, risks and its management, policies, governance and viability of the Company. In line with the Government’s initiative to enhance the governance, integrity and anti-corruption policies of all Government- Linked Companies, your Board made the decision, during the year under review, to separate the Audit and Risk Committee into the Audit Committee and the Board Governance and Risk Committee. This separation strengthens the risk management and internal control framework under the Code. Accordingly, your Board delegates certain matters to its four committees. These committees operate within defined terms of references, which can be obtained from our website at uemedgenta.com/about-us/corporate-governance. Each committee chair reports to the Board on the committee’s activities following each committee meeting. Your Board is supported by a Company Secretary, who advises the Board on all governance matters and ensures that Board procedures are followed. The Company Secretary also ensures that effective communication flows between the Board and its Committees and between senior management and the non-executive directors. Succession planning , including appointing, training, fixing the compensation of and where appropriate, replacing senior management. Developing and implementing an investor relations programme or Corporate Disclosure Policy for the Group. 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. Assist the Board on the nomination of Directors and Senior Management, assessing the effectiveness of the Board and Board Committees and recommending remuneration packages and assessing the performance of Managing Director/Chief Executive Officer and Senior Management. Nomination and Remuneration Committee Board Tender Committee Reinforce corporate governance, integrity and transparency in the procurement process and contract management. More information can be found on page 107