Governance

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Governance

TAN SRI (SIR) FRANCIS YEOH SOCK PING

Malaysian, male, aged 67, was appointed to the Board on 6 April 1984 as an Executive Director and was the Managing Director of the Company from April 1988 till June 2018 when he was redesignated as Executive Chairman. Tan Sri Francis studied at Kingston University in the United Kingdom, where he obtained a Bachelor of Science (Hons) Degree in Civil Engineering and was conferred an Honorary Doctorate of Engineering in 2004. In July 2014, Tan Sri Francis was conferred an Honorary Degree of Doctor of Laws from University of Nottingham. He became the Managing Director of YTL Corporation Berhad Group in 1988 which, under his stewardship, has grown from a single listed company into a global integrated infrastructure developer, encompassing multiple listed entities ie. YTL Corporation Berhad, YTL Power International Berhad, YTL Hospitality REIT, Malayan Cement Berhad and Starhill Global Real Estate Investment Trust.

He was the Managing Director of YTL Power International Berhad, and YTL Land & Development Berhad until 29 June 2018 when he was redesignated as Executive Chairman of these companies. He is also the Executive Chairman of Malayan Cement Berhad, which is listed on the Main Market of Bursa Malaysia Securities Berhad. He is the Executive Chairman and Managing Director of YTL e-Solutions Berhad. He is also the Chairman of YTL Starhill Global REIT Management Limited, the manager of Starhill Global Real Estate Investment Trust, a vehicle listed on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST). Tan Sri Francis is the Executive Chairman of YTL Cement Berhad and Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT. He is the Chairman of private utilities corporations, Wessex Water Services Limited in England and Wales, and YTL PowerSeraya Pte Limited in Singapore. Tan Sri Francis is also an Independent Non- Executive Director of The Hong Kong and Shanghai Banking Corporation Limited, and is a director of YTL Industries Berhad. He also sits on the board of trustees of YTL Foundation. He also serves on the board of directors of Suu Foundation, a humanitarian organisation committed to improving healthcare and education in Myanmar.

He is a Founder Member of the Malaysian Business Council and The Capital Markets Advisory Council, member of The Nature Conservancy Asia Pacific Council, and the Asia Business Council, Trustee of the Asia Society and Chairman for South East Asia of the International Friends of the Louvre. He is also a member of the Advisory Council of London Business School, Wharton School and INSEAD. He is the first non-Italian board member of the historic Rome Opera House and helped fund its restoration to keep it from closing. He served as a member of the Barclays Asia-Pacific Advisory Committee from 2005 to 2012. Tan Sri Francis was made a board member of Global Child Forum by His Majesty King Carl XVI Gustaf in May 2016.

He was ranked by both Fortune and Businessweek magazines as Asia's 25 Most Powerful and Influential Business Personalities and one of Asia's Top Executives by Asiamoney. He won the inaugural Ernst & Young's Master Entrepreneur in Malaysia in 2002 and was named as Malaysia's CEO of the Year by CNBC Asia Pacific in 2005.

In 2006, he was awarded the Commander of the Most Excellent Order of the British Empire (CBE) by Her Majesty Queen Elizabeth II, and in 2019, received the Knight Commander of the Order of the British Empire (KBE). Tan Sri Francis received a prestigious professional accolade when made a Fellow of the Institute of Civil Engineers in London in 2008. He was the Primus Inter Pares Honouree of the 2010 Oslo Business for Peace Award, for his advocacy of socially responsible business ethics and practices. The Award was conferred by a panel of Nobel Laureates in Oslo, home of the Nobel Peace Prize. He also received the Corporate Social Responsibility Award at CNBC's 9th Asia Business Leaders Awards 2010. He received the Lifetime Achievement Award for Leadership in Regulated Industries at the 7th World Chinese Economic Summit held in London in 2015. He was also awarded the prestigious Muhammad Ali Celebrity Fight Night Award at the 2016 Celebrity Fight Night in Arizona. In 2017, he was honoured with the Kuala Lumpur Mayor's Award for Outstanding Contribution at the Kuala Lumpur Mayor Tourism Awards. This was in recognition of his efforts in the transformation of Kuala Lumpur into one of the top shopping and tourist destinations in the world. He was named CEO of the Year at the Asian Power Awards in 2017. The Japanese Government bestowed upon him the Order of the Rising Sun, Gold Rays with Rosette, in 2018 and in the same year the Italian government conferred upon him the honour of Grande Officiale of the Order of the Star of Italy.

 

DATO' YEOH SEOK KIAN

Malaysian, male, aged 64, was appointed to the Board on 24 June 1984 as an Executive Director. He was the Deputy Managing Director of the Company till 29 June 2018 when he was redesignated as Managing Director of the Company. He graduated from Heriot- Watt University, Edinburgh, United Kingdom in 1981 with a Bachelor of Science (Hons) Degree in Building and was conferred an Honorary Degree of Doctor of the University in 2017. He attended the Advance Management Programme conducted by Wharton Business School, University of Pennsylvania in 1984. Dato' Yeoh is a Fellow of the Faculty of Building, United Kingdom as well as a Member of the Chartered Institute of Building (UK). He served as Deputy Managing Director of YTL Power International Berhad, which is listed on the Main Market of Bursa Malaysia Securities Berhad, and Executive Director of YTL Land & Development Berhad until 29 June 2018 when he was redesignated as Managing Director of YTL Land & Development Berhad and Executive Director of YTL Power International Berhad. He is also an Executive Director of Malayan Cement Berhad, which is listed on the Main Market of Bursa Malaysia Securities Berhad. He is also an Executive Director of Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT. Dato' Yeoh Seok Kian also sits on the boards of other public companies such as YTL Cement Berhad, YTL Industries Berhad, Sentul Raya Golf Club Berhad and The Kuala Lumpur Performing Arts Centre, and private utilities corporations, Wessex Water Limited in England and Wales, YTL PowerSeraya Pte Limited in Singapore, as well as YTL Starhill Global REIT Management Limited, the manager of Starhill Global Real Estate Investment Trust, a vehicle listed on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST).

 

DATO' CHEONG KEAP TAI

Malaysian, male, aged 73, was appointed to the Board on 30 September 2004 as an Independent Non-Executive Director. He is also the Chairman of the Audit Committee, a member of the Nominating Committee and Remuneration Committee. Dato' Cheong graduated from the University of Singapore with a Bachelor of Accountancy. He is a Chartered Accountant of Malaysian Institute of Accountants, a member of the Malaysian Institute of Certified Public Accountants, member of Malaysian Institute of Taxation and member of the Institute of Chartered Secretaries and Administrators.

Dato' Cheong is also a Licensed Tax Agent and a Licensed Goods & Service Tax Agent. Dato' Cheong was the Executive Director and Partner of Coopers & Lybrand and upon its merger with Price Waterhouse was the Executive Director, Partner and Chairman of the Governance Board of PricewaterhouseCoopers until his retirement in December 2003. He is currently also a director of Gromutual Berhad, Tanah Makmur Berhad and several private limited companies.

 

DATO' YEOH SOO MIN

Malaysian, female, aged 65, has been appointed to the Board on 24 June 1984 as an Executive Director. She graduated with a Bachelor of Art (Hons) Degree in Accounting. She did her Articleship at Leigh Carr and Partners, London and gained vast experience in accounting and management. She was responsible for the setting up of the Travel and Accounting Division of the YTL Group in December 1990. Dato' Yeoh Soo Min is currently responsible for the accounting and finance systems for the YTL Group. She is a member of The Court Of Emeritus Fellows of the Malaysian Institute of Management and Life Member of the Women's Institute of Management, Malaysia. Dato' Yeoh Soo Min sits on the board of trustees of Asia School of Business Trust Fund. She is currently an Honorary Fellow of the Governors of International Students House, London, and Sir Thomas Pope, Trinity College, University of Oxford, UK, and member of the Vice-Chancellor's Circle of University of Oxford, UK. She is also a Trustee of Yayasan Tuanku Fauziah and IJN Foundation. She also holds directorships in YTL Power International Berhad, a company listed on the Main Market of Bursa Malaysia Securities Berhad and YTL Industries Berhad. She also sits on the board of trustees of YTL Foundation.

 

DATO' YEOH SEOK HONG

Malaysian, male, aged 63, was appointed to the Board on 19 June 1985 as an Executive Director. He serves as Managing Director of YTL Power International Berhad and Executive Director of Malayan Cement Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad. He obtained his Bachelor of Engineering (Hons) Civil & Structural Engineering Degree from the University of Bradford, United Kingdom in 1982. He is a member of the Faculty of Building, United Kingdom and a Fellow of the Chartered Institute of Building (CIOB), United Kingdom. In 2010, he was conferred an Honorary Doctor of Science degree by Aston University in the United Kingdom. Dato' Yeoh Seok Hong has vast experience in the construction industry and serves as the Managing Director of Syarikat Pembenaan Yeoh Tiong Lay Sdn Bhd, the YTL Group's flagship construction arm.

Dato' Yeoh Seok Hong is responsible for developing the power and utility businesses of the YTL Power International Berhad Group which include the development of a new data centre campus powered by a solar power generation facility. He also serves as the Managing Director of YTL Communications Sdn Bhd where he was responsible for the building of the fourth generation (4G) network and which, in 2021, became the first telco in Malaysia to offer 5G services. Dato' Yeoh Seok Hong sits on the boards of other public companies such as YTL Cement Berhad, YTL Land & Development Berhad and YTL Industries Berhad, and private utilities corporations, Wessex Water Limited and Wessex Water Services Limited in England and Wales and YTL PowerSeraya Pte Limited in Singapore. He also sits on the board of trustees of YTL Foundation, the philanthropic arm of the YTL Group.

 

DATO' SRI MICHAEL YEOH SOCK SIONG

Malaysian, male, aged 61, was appointed to the Board on 19 June 1985 as an Executive Director. He graduated from University of Bradford, United Kingdom in 1983 with a Bachelor of Engineering (Hons) Civil & Structural Engineering Degree. Dato' Sri Michael Yeoh is primarily responsible for the YTL Group Manufacturing Division which activities involve cement manufacturing and other building material industries. He serves as Managing Director of Malayan Cement Berhad and Executive Director of YTL Power International Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad and Managing Director of YTL Cement Berhad. He also sits on the boards of other public companies such as YTL Land & Development Berhad, YTL e-Solutions Berhad, YTL Industries Berhad, Kedah Cement Holdings Berhad and a private utilities corporation, YTL PowerSeraya Pte Limited in Singapore.

 

DATO' YEOH SOO KENG

Malaysian, female, aged 58, was appointed to the Board on 16 May 1996 as an Executive Director. She started her career with the group in 1986 as an engineer upon her graduation from Leeds University, United Kingdom with a Bachelor of Science (Hons) in Civil Engineering. She has held key executive positions in numerous industries and sectors in which the group has presence. She led numerous construction and infrastructure projects of strategic and national significance. She headed the group's procurement division and later set up the sales and marketing division of YTL Cement Berhad when the group entered the industry in 1992. She was subsequently appointed the director of sales and marketing for the group's mobile communications division in 2012.

Dato' Yeoh also serves on the boards of YTL Power International Berhad and Malayan Cement Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad, YTL e-Solutions Berhad, YTL Cement Berhad and Kedah Cement Holdings Berhad.

Dato' Yeoh is the President of the ASEAN Federation of Cement Manufacturers (AFCM) and is also the Chairman of The Cement and Concrete Association Malaysia (CNCA).

Dato' Yeoh is actively involved in various community work at national and international levels. She serves on the board of YTL Foundation, and is the President of the Girl Guides Association Malaysia, Federal Territory of Kuala Lumpur Branch. She sits on the EXCO of the Girl Guides Association Malaysia. She sits on the board of the World Scout Foundation (WSF) where she chairs the Global Network Committee. She also represents the WSF on the Finance Committee of the World Organisation of the Scout Movement (WOSM).

 

DATO' MARK YEOH SEOK KAH

Malaysian, male, aged 56, was appointed to the Board on 22 June 1995 as an Executive Director. He graduated from King's College, University of London, with an LLB (Hons) and was subsequently called to the Bar at Gray's Inn, London in 1988. He was awarded Fellowship of King's College London in July 2014.

Dato' Mark Yeoh joined YTL Group in 1989 and is presently the Executive Director responsible for the YTL Hotels and Resorts Division. In addition, he is also part of YTL Power's Mergers & Acquisitions Team and was involved in the acquisition of ElectraNet SA (Australia), Wessex Water Limited (UK), P.T. Jawa Power (Indonesia) and PowerSeraya Limited (Singapore). He serves as an Executive Director of YTL Power International Berhad, which is listed on the Main Market of Bursa Malaysia Securities Berhad. He is also an Executive Director and Chief Executive Officer of Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT. He is also a board member of YTL Land & Development Berhad, YTL Cement Berhad and private utilities corporations, Wessex Water Limited and Wessex Water Services Limited in England and Wales, and YTL PowerSeraya Pte Limited in Singapore.

 

DATO' AHMAD FUAAD BIN MOHD DAHALAN

Malaysian, male, aged 71, was appointed to the Board on 26 November 2015 as an Independent Non-Executive Director. He is also a member of the Audit Committee. Dato' Ahmad Fuaad holds a Bachelor of Arts (Hons) degree from the University of Malaya. He was attached with Wisma Putra, Ministry of Foreign Affairs as Malaysian Civil Service ("MCS") Officer in April 1973 before joining Malaysia Airlines in July 1973. While in Malaysia Airlines, Dato' Ahmad Fuaad served various posts and his last position was as the Managing Director. He was formerly a director of Lembaga Penggalakan Pelanchongan Malaysia, Malaysia Industry-Government Group for High Technology, Malaysia Airports Holdings Berhad, Tokio Marine Insurances (Malaysia) Berhad, Hong Leong Capital Berhad and YTL e-Solutions Berhad. Currently, Dato' Ahmad Fuaad is a director of Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT. He also sits on the board of trustees of YTL Foundation.

 

SYED ABDULLAH BIN SYED ABD. KADIR

Malaysian, male, aged 67, was appointed to the Board on 20 October 1999 as an Executive Director. He graduated from the University of Birmingham in 1977 with a Bachelor of Science (Engineering Production) and a Bachelor of Commerce (Economics) Double Degree. He has extensive experience in banking and financial services, having been with Bumiputra Merchant Bankers Berhad from 1984 to 1994, holding the position of general manager immediately prior to his departure from the bank. Prior to joining YTL Corporation Berhad Group, he was, from November 1994 to February 1996, the general manager of Amanah Capital Partners Berhad (now known as MIDF Amanah Capital Berhad), a company which has interests in, inter alia, discount, money broking, unit trusts, finance and fund management operations. He currently also serves on the boards of YTL Power International Berhad which is listed on the Main Market of Bursa Malaysia Securities Berhad and YTL e-Solutions Berhad.

 

FAIZ BIN ISHAK

Malaysian, male, aged 63, was appointed to the Board on 1 December 2011 as an Independent Non-Executive Director. He is the Chairman of the Nominating Committee and Remuneration Committee. He is also a member of the Audit Committee. He became a graduate member of the Association of Chartered Certified Accountants (ACCA), United Kingdom in 1982. He was admitted to Associateship and Fellowship of ACCA in 1993 and 1999, respectively.

He served in various roles related to finance in The New Straits Times Press (M) Berhad ("NSTP") from 1982 and his last appointment with NSTP was as Managing Director, which he held from 1999 to 2003. He joined Commerce Assurance Berhad (a licensed general insurance underwriter, now part of Allianz General Insurance Berhad) as Executive Director in 2003 and assumed the role of Chief Executive Officer from 2006 to 2007. He presently serves on the boards of YTL Power International Berhad and Transocean Holdings Bhd, both listed on the Main Market of Bursa Malaysia Securities Berhad. He is also an entrepreneur in the retail food and beverage industry.

 

RAJA NOORMA BINTI RAJA OTHMAN

Malaysian, female, aged 62, was appointed to the Board on 5 September 2019 as an Independent Non-Executive Director. She is also a member of the Nominating Committee and Remuneration Committee. She holds a Bachelor of Business Administration degree from Ohio University, United States of America under a twinning program with MARA Institute of Technology and was the best student in her cohort. She attended the Global Leadership Development Program at Harvard Business School in 2008 organised by International Centre for Leadership in Finance (ICLIF) Malaysia. She is a member of the Malaysian Institute of Accountants.

Puan Raja Noorma Othman has more than 30 years of experience in banking, asset management and the corporate sector. Prior to her retirement in December 2018, she was the Head of London Branch of CIMB Bank Berhad from years 2015 to 2018. She was a Director of Group Asset Management ("GAM") in CIMB Investment Bank Berhad ("CIMB IB") from years 2007 to 2015 overseeing the entire Asset Management businesses of CIMB Group. During her term as Director of GAM in CIMB IB, she was also the Chief Executive Officer of CIMB-Mapletree Management Sdn Bhd, an adviser to a privately held real estate fund.

Prior to joining CIMB Group, she was the Vice-President of Investment Banking at JP Morgan, a position she held for over 5 years. She was attached to JP Morgan's offices in Hong Kong, Singapore and Malaysia as industry and client coverage banker.

She had served Telekom Malaysia Berhad, a public listed corporation for about 10 years where the last position held was Head of Corporate Finance. While in Telekom Malaysia, she was a board member of several of their overseas ventures.

Puan Raja Noorma Othman currently holds directorships in Hong Leong Financial Group Berhad, a company listed on the Main Market of Bursa Malaysia Securities Berhad. She also sits on the board of other public corporations namely Hong Leong Investment Bank Berhad, As-Salihin Trustee Berhad and Ncell Axiata Limited. She is an Independent Investment Committee Member of Mapletree Australia Commercial Private Trust (MASCOT), a private equity real estate fund which holds a portfolio of commercial office properties in Australia and a member of the Investment Panel of the Employees Provident Fund Malaysia.

Puan Raja Noorma Othman is currently the President of the Soroptimist International Club of Damansara, a volunteer movement, for a 2-year term ending April 2022.

1. INTRODUCTION
   
  1.1 Corporate ethos, key values & principles

The YTL ethos is about "Building The Right Thing". Our mission is to turn the right opportunities into the right thing, and the right thing into lasting value. We rely on the core values of 'honesty, hard work, moral responsibility, togetherness and vitality' to build value that is not simply lasting, but worthy of lasting.
   
2. PURPOSE
   
  2.1 Purpose of the Board of Directors of YTL Corporation Berhad ("Company"/"YTL Corp") ("Board")

The purpose of the Board is to provide strong and confident strategic leadership which leads to robust accountability, oversight and assurance for the financial performance, sustainability and enduring value of the Company.
   
  2.2 Purpose of the Board Charter

The Board Charter serves several important functions, including as a primary reference to the Board of its role, fiduciary duties and responsibilities, its governance processes and legal framework within which it operates and as an induction tool for new Directors.

This Charter is available on YTL Corp's website at: www.ytl.com, About Us-Governance.
   
3. AUTHORITY
   
  3.1 The conduct of the Board is governed by the Constitution of the Company, and the laws, rules and regulations governing companies in Malaysia.
   
  3.2 Save for specific corporate decisions that require approval of regulatory authorities or shareholders as stipulated in the Constitution of the Company, Companies Act, 2016 ("the Act"), Bursa Malaysia Securities Berhad ("Bursa Securities") Main Market Listing Requirements ("Main LR") and other applicable rules and laws, the Board shall have full authority to make all decisions.
   
  3.3 The Board shall also have the power to delegate specific functions and authority to its Committees, individual Directors, or the management.
   
4. PRINCIPAL ROLES AND RESPONSIBILITIES OF THE BOARD
   
  4.1 The Board charts the strategic direction, development and control of the YTL Corp Group (the "Group"). Key elements of the Board's stewardship responsibilities include the following:

 
    (a) Ensuring that the strategic plans for the Group supports long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability;
    (b) Promoting good corporate governance culture within the Group which reinforces ethical, prudent and professional behaviour;
    (c) Overseeing the conduct of the Group's businesses to evaluate and assess management performance to determine whether the businesses are being properly managed;
    (d) Ensuring there is a framework of prudent and effective internal control and risk management systems which enable risks to be identified, assessed and managed;
    (e) Succession planning for the Board and senior management;
    (f) Overseeing the development and implementation of a shareholder/stakeholder communications policy;
    (g) Reviewing the adequacy and integrity of the Group's management information and internal control systems;
    (h) Ensuring the integrity of the Group's financial and non-financial reporting.
   
  4.2 Code of Conduct and Ethics for Directors

    Directors are to observe and adhere to the standards of ethical and professional conduct set out in the Code of Ethics for Company Directors established by the Companies Commission of Malaysia (available from the SSM website at: www.ssm.com.my, Publication-Booklet).
     
  4.3 Anti-Bribery & Corruption Policy ("ABC Policy")

    The ABC Policy was established to further enforce the Group's Code of Conduct & Business Ethics referred to in paragraph 16.1(b) of this Charter. The ABC Policy, which applies to Directors, managers and employees of the Group, ensures that everyone understands his/her responsibilities in compliance with the Group's zero tolerance for bribery and corruption within the organisation. The policy is published on the Company's website at: www.ytl.com, About Us-Governance.
     
  4.4 Conflict of Interests

    Directors are to determine and disclose potential or actual conflicts of interest which may arise in relation to transactions or matters which come before the Board. In accordance with applicable laws and regulations, a Director of the Company should formally disclose any direct or indirect interests or conflicts of interests in such transactions or matters as and when they arise and abstain from deliberations and voting at Board meetings as required.
     
  4.5 Dealings in securities

    Directors are to be mindful of their obligation to not deal in the securities of YTL Corp or other listed securities as long as they are in possession of price-sensitive information relating to such listed securities. Prior to every 'Closed Period' for dealing in securities, the Board will be sent reminders via email (comprising a write-up of the relevant requirements under the Main LR, the Act and the Capital Markets and Services Act 2007, including the procedures that need to be complied with for dealings during and outside 'Closed Period' and sample notices that the Directors would need to provide the Company if they do deal in the securities) to ensure no lapse in compliance.
   
5. MATTERS RESERVED FOR THE BOARD
   
  Key matters reserved for the Board’s approval include overall strategic direction, business expansion and restructuring plans, material acquisitions and disposals, expenditure over certain limits, capital management initiatives including payments of dividends, issuance of new securities and capital alteration plans.
   
6. COMPOSITION AND BOARD BALANCE
   
  6.1 To maintain a strong and effective Board to address and manage the complexity and scale of the Group's operations, the Board seeks to ensure that all appointments are made on merit, taking into account an appropriate mix of skills, experience, expertise and diversity in age, gender, ethnicity, background, perspective and insight.
   
  6.2 The Board shall comprise no less than the minimum number of Directors prescribed in the Act and/or Constitution of the Company. At any one time, at least 2 or 1/3, whichever is higher, of the Board members are Independent Directors.
   
  6.3 Executive Directors have a direct responsibility for business operations whereas Non-Executive Directors have the necessary skills and experience to bring an independent judgment to bear on issues of strategy, performance and resources brought before the Board. The Executive Directors are collectively accountable for the running and management of the Group's operations and for ensuring that strategies are fully discussed and examined, and take account of the long-term interests of shareholders, employees, customers, suppliers and the many communities in which the Group conducts its business.
   
  6.4 The Independent Directors provide independent judgment, experience and objectivity without being subordinated to operational considerations. They help to ensure that the interests of all shareholders, and not only the interests of a particular fraction or group, are taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.
   
  6.5 Appointment, Re-appointment or Re-election of Directors
   
 
    6.5.1 To promote the exercise of objective and independent judgment in line with global best practices, no person shall be appointed, re-appointed, elected or re-elected as a Director of the Board or continue to serve as a Director if the person is or becomes an active politician. A person is considered an "active politician" if he/she is a Member of Parliament, State Assemblyman or holds a position at the Supreme Council or division level in a political party.
   
    6.5.2 Fit and Proper Policy
   
     
  (1) Members of the Board must have the necessary qualities, competencies and experience that allows them to perform the duties and carry out the responsibilities required of the position in the most effective manner.
     
  (2) Any person to be appointed as Director or to continue to hold office as Director of YTL Corp and/or its subsidiaries must not be disqualified or deemed to be disqualified or vacated his/her office under the relevant laws, rules and regulations governing the respective corporations, and have been assessed to have met the fit and proper criteria based on, at minimum, the factors set out in 6.5.2(4) below relating to-
  • • character and integrity
  • • experience and competence
  • • time and commitment
     
  (3) The fit and proper assessment shall be conducted-
  • • before the initial appointment, or
  • • prior to the proposed re-election/re-appointment as Director,
    and
  • • may also be conducted when the Company/subsidiary becomes aware of information that may materially compromise a Director’s fitness and propriety.
     
  (4) The considerations underpinning the fit and proper criteria include but are not limited to the following:
     
    (a) Character and integrity
     
(i) Probity
is compliant with legal obligations, regulatory requirements and professional standards, where applicable;
has been constructive and not misleading or untruthful in dealings with regulatory bodies or a court of law;
(ii) Personal integrity
has not perpetrated or participated in any business practices which are deceitful, oppressive, improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct;
service contract (i.e. in the capacity of management or Director) had not been terminated in the past due to concerns on personal integrity;
has not abused other positions (that he/she has held) in a manner that contravenes the principles of good governance;
(iii) Financial integrity
manages personal debts or financial affairs satisfactorily;
demonstrates ability to fulfil personal financial obligations as and when they fall due;
(iv) Reputation
is of good repute in the financial and business community;
has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years;
has not been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management;
    (b) Experience and competence
     
(i) Qualifications, training and skills
possesses educational or other qualification or training that is relevant to the skill set that such Director is earmarked to bring to the Boardroom;
has a considerable understanding on the workings of a corporation;
possesses general management skills as well as understanding of corporate governance and sustainability issues;
keeps knowledge current based on continuous professional development;
possesses leadership capabilities and a high level of emotional intelligence;
(ii) Relevant experience and expertise
possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held and delegated authorities;
(iii) Relevant past performance or track record
had a career of occupying a high-level position in a relevant/comparable organisation, and was accountable for driving or leading the organisation’s governance, business performance or operations;
possesses commendable past performance record as gathered from the results of the Board effectiveness evaluation;
    (c) Time and commitment
     
(i) Ability to discharge role having regard to other commitments
able to devote time as a Board member, having factored other outside obligations including concurrent board positions held by the Director across listed issuers and non-listed entities (including not-for-profit organisations);
(ii) Participation and contribution in the Board or track record
demonstrates willingness to participate actively in Board activities;
demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the Boardroom;
manifests passion in the vocation of a director;
exhibits ability to articulate views independently, objectively and constructively;
exhibits open mindedness to the views of others and ability to make considered judgment after hearing the views of others.
     
    The factors described above are to be assessed individually as well as collectively, taking into account their relative importance.
     
  (5) Failure to meet one factor on its own does not necessarily mean failure to meet the fit and proper criteria. The specific circumstances surrounding a person’s failure to meet specific factors, including the lapse of time since the occurrence of events, other contributing factors, and the significance of the event from the perspective of potential risks posed to the Company/subsidiary should also be considered.
     
  (6) The fitness and propriety assessment of Directors is undertaken through due diligence verification procedures and/or declarations.
     
  (7) All documentation on fit and proper assessments and supporting information shall be kept confidential, solely for the use of the Company/subsidiary.
   
7. CHAIRMAN AND MANAGING DIRECTOR ("MD")
   
  7.1 There is a balance of power and authority between the Executive Chairman and MD with a clear division of responsibility between the running of the Board and the Company's business respectively. The positions of Executive Chairman and MD are separated and clearly defined and are held by separate members of the Board.
   
  7.2 Role of the Chairman

    The Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role. The Chairman is primarily responsible for:
   
 
    (a) leading the Board in setting the values and standards of the Company, including good corporate governance practices;
    (b) the orderly and effective conduct of the meetings of the Board and shareholders;
    (c) leading discussions, encouraging active and open participation;
    (d) managing the interface and encouraging constructive relations between Board and management;
    (e) ensuring the provision of accurate, timely and clear information to Directors and effective communication with stakeholders;
    (f) facilitating the effective contribution of Non-Executive Directors.
   
  7.3 Role of the MD

    All Board authorities conferred on the management is delegated through the MD and this is considered as the MD's authority and accountability as far as the Board is concerned. The MD is responsible for, amongst others:
   
 
    (a) Overseeing the day-to-day running of the business, developing and implementing Board policies and strategies, and making operational decisions;
    (b) Serves as the conduit between the Board and the management in ensuring the success of the Company's governance and management functions;
    (c) Ensuring effective communication with shareholders and relevant stakeholders;
    (d) Providing strong leadership i.e. effectively communicating a vision, management philosophy and business strategy to employees;
    (e) Keeping the Board informed of salient aspects and issues concerning the Group's operations.
   
8. BOARD COMMITTEES
   
  8.1 The Board may establish committees of the Board as it considers necessary or appropriate. The committees will focus on specific responsibilities in greater detail and make the necessary reports or recommendations to the Board for its consideration and decision.

The Board has the following standing committees with specific Terms of Reference:
   
  • Audit Committee
  • Nominating Committee
  • Remuneration Committee

  Independent Non-Executive Directors ("INED") play a leading role in these committees. Details of the membership and summary of the Terms of Reference of each committee are available on YTL Corp's website at: www.ytl.com, About Us-Governance.
   
  8.2 Each year, the Board, through its Nominating Committee, will review the effectiveness of the Board (as a whole), each Board Committee, the contribution by the Director and Audit Committee on individual basis, and the independence of the INED. The Nominating Committee will also facilitate and determine the board induction and continuing education programmes to be provided for the Board in areas that would best strengthen their contributions to the Board.
 
9. EXPECTATIONS ON TIME COMMITMENT/OTHER BOARD APPOINTMENTS

  Board members are expected to devote sufficient time to fulfil their responsibilities effectively. Any Director is, while holding office, at liberty to accept other board appointments so long as the appointment does not detrimentally affect the Director's performance as a Board member of the Company. Directors must also be mindful of the requirement of the Main LR that they do not sit on the boards of more than 5 listed issuers.
 
10.  INDUCTION, TRAINING AND DEVELOPMENT OF DIRECTORS

  Newly appointed Directors will be inducted into the Board through a process that will best fit the Director, allowing him/her to be properly informed, supported and productive in his/her role. An induction pack which contains key documents required by Board members will be given to the Director upon appointment. Visits to the Group's operational sites and meetings with senior management may also be arranged as practicable and appropriate.

In addition to the Mandatory Accreditation Programme required by Bursa Securities for newly appointed Directors, Board members are required to attend such training or professional development programmes as the Nominating Committee or the Board members have collectively or individually considered as helpful in enhancing their skills and knowledge and keeping up-to-date with relevant issues.
 
 
11.  BOARD MEETINGS AND SUPPLY OF INFORMATION
 
  11.1 The Board meets at least once every quarter to facilitate the discharge of their responsibilities.
 
  11.2 To facilitate Directors' time planning, an annual meeting calendar, which provides the scheduled dates for meetings of the Board, Board Committees and annual general meeting, is prepared and circulated to the Directors before the beginning of each year.
 
  11.3 A Director must attend at least 50% of the total Board meetings held during a financial year. A Director may participate in a Board meeting or Committee Meeting by way of audio or audio-visual or other instantaneous telecommunication device as provided in the Constitution of the Company.
 
  11.4 Members of management who are not Directors may be invited to attend and speak at the meetings on matters relating to their sphere of responsibility.
 
  11.5 A full agenda and Board papers incorporating such information as may be relevant to the business of the meeting are circulated to all Directors at least one-week prior to each Board meeting.
 
  11.6 In the event matters requiring Board decision arise between Board meetings and if deemed appropriate, such matters shall be resolved by way of circulation of a Board resolution in writing, signed or approved in accordance with the provisions set out in the Constitution of the Company.
 
12.  ACCESS TO MANAGEMENT AND INDEPENDENT PROFESSIONAL ADVICE
 
  Directors have unrestricted access to management and information pertaining to the Group. Whenever necessary and reasonable, Directors may seek independent professional advice with the Chairman's prior consent, which will not be unreasonably withheld, as they individually or collectively consider necessary to fulfil their responsibilities and permit independent judgment in decision making, at the expense of the Company.
 
13.  FINANCIAL REPORTING
 
  13.1 Transparency
 
 
    (a) The Board aims to present a clear and balanced assessment of the financial position and future prospects of the Company and the Group that extends to the interim and price-sensitive information and other relevant reports submitted to regulators.
    (b) The Board ensures that the financial statements are prepared so as to give a true and fair view of the financial position of the Company and the Group in accordance with the approved accounting standards. The Board is assisted by the Audit Committee in overseeing the Group's financial reporting processes and quality of its financial reporting.
 
  13.2 External Auditors
 
 
    (a) The Board has transparent arrangements for considering how financial reporting and internal control principles will be applied and for maintaining an appropriate relationship with the external auditors through its Audit Committee.
    (b) The Audit Committee also keeps under review the scope and results of the audit and its cost effectiveness as well as the independence and objectivity of the external auditors in line with the Company's Policy on Auditor Independence.
    (c) The external auditors have to retire during the Annual General Meeting of the Company every year and be re-appointed by shareholders for the ensuing year.
 
  13.3 Internal Controls and Risk Management
 
 
    (a) The Board ensures that the Group has an internal audit function which critically reviews all aspects of the Group's activities and its internal controls. Comprehensive audits of the practices, procedures, expenditure and internal controls of all business units and subsidiaries are undertaken on a regular basis. The Head of Internal Audit has direct access to the Board through the chairman of the Audit Committee.
    (b) The Audit Committee receives reports regarding the outcome of such reviews on a regular basis.
 
14.  ANNUAL GENERAL MEETING ("AGM")
 
  14.1 The Board regards the AGM as the principal forum for dialogue with shareholders and aims to ensure that the AGM provides an important opportunity for effective communication with, and constructive feedback from, the Company's shareholders.
 
  14.2 The Chairman encourages active participation by the shareholders during the AGM.
 
  14.3 The Chairman and where appropriate, the Managing Director, respond to shareholders' queries during the AGM.
 
15.  INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION
 
  15.1 The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Company and as such adopts an open and transparent policy in respect of its relationship with its shareholders and investors.
 
  15.2 The Board communicates information to shareholders and the investing community through announcements that are released to Bursa Securities. Such announcements include the quarterly financial results, material transactions and other developments relating to the Group requiring disclosure under the Main LR.
 
  15.3 In addition to the published annual report sent to all shareholders and the quarterly financial results announced to Bursa Securities, shareholders and investors can access information pertaining to the Company and its activities from the Company's website.
 
  15.4 While the Board endeavours to provide as much information as possible to its shareholders and stakeholders, it is mindful of the legal and regulatory framework governing the release of material and price-sensitive information.
 
16.  RELATIONSHIP WITH OTHER STAKEHOLDERS
 
  The Board recognises that no company can exist by maximising shareholders value alone. In this regard, the needs and interests of other stakeholders are also taken into consideration.
 
  16.1 Employees
 
 
    (a) The Board acknowledges that employees are invaluable assets and play a vital role in achieving the vision and mission of the Company and the Group.
    (b) Code of Conduct & Business Ethics, Whistleblowing
To ensure that core values of the Group are embedded at every level of the Company and ethical culture is part of the Group's DNA, the Company has in place a Code of Conduct & Business Ethics which is published on the Company's website at: www.ytl.com, About Us-Governance. The code includes the whistleblowing policy and procedures.
   
  16.2 Environment
 
  In acknowledging the need to safeguard and minimise the impact to the environment, the Group adopts policies that help protect the environment and contribute towards sustainable development as well as supports initiatives on environmental issues.
   
  16.3 Corporate and Social Responsibility
 
 
    (a) The Board acknowledges that the Group should play a vital role in contributing towards the welfare of the community in which it operates.
    (b) The Board ensures that the Group adopts policies and procedures that contribute towards responsible marketing and advertising of its products and services.
    (c) The Group supports charitable causes and initiatives on community development projects.
 
17.  COMPANY SECRETARY
 
  17.1 The Board appoints the Company Secretary, who plays an important advisory role, and ensures that the Company Secretary fulfils the functions for which he/she has been appointed.
 
  17.2 The Company Secretary is accountable to the Board through the Chairman of the Board and Committees on all governance matters.
 
  17.3 The Company Secretary is a central source of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company.
 
  17.4 The Company Secretary should advise Directors of their obligations to adhere to matters relating to:
 
 
    (a) disclosure of interests in securities.
    (b) disclosure of any conflict of interest in a transaction involving the Company.
    (c) prohibition of dealing in securities.
    (d) restrictions on disclosure of price-sensitive information.
 
  17.5 The Company Secretary must keep abreast of, and inform the Board of current governance practices.
 
  17.6 The Board members have unlimited access to the professional advice and services of the Company Secretary.
 
18.  REVIEW OF THE BOARD CHARTER

The Board Charter will be reviewed as and when changes arise and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board's responsibilities.
 
 
This Charter was updated and adopted by the Board on 27 June 2022  

The Board of Directors ("Board") of YTL Corporation Berhad ("YTL Corp" or "Company") remains firmly committed to ensuring an appropriate and sound system of corporate governance throughout the Company and its subsidiaries ("YTL Corp Group" or "Group"). The YTL Corp Group has a long-standing commitment to corporate governance and protection of stakeholder value, which has been integral to the YTL Corp Group's achievements and strong financial profile to date.

The YTL Corp Group's corporate governance structure is a fundamental part of the Board's responsibility to protect and enhance long-term shareholder value and the financial performance of the YTL Corp Group, whilst taking into account the interests of all stakeholders.

In implementing its governance system and ensuring compliance with the Main Market Listing Requirements ("Listing Requirements") of Bursa Malaysia Securities Berhad ("Bursa Securities"), the Board has been guided by the principles and practices set out in the Malaysian Code on Corporate Governance ("Code") issued by the Securities Commission Malaysia ("SC").

An overview of the Board's implementation of and compliance with the Code issued by the SC in April 2017 during the financial year ended 30 June 2021 is detailed in this statement. On 28 April 2021, the SC issued the revised version of the Code which introduced new or enhanced best practices and further guidance to strengthen the corporate governance culture of listed companies. Companies are expected to report their application of the revised Code from the financial year ending 31 December 2021, and as such, the Board is in the process of determining the necessary changes and/or enhancements to its practices and procedures and will report on compliance with the revised Code in YTL Corp's next annual report for the financial year ending 30 June 2022.

The Company's Corporate Governance Report ("CG Report") for the financial year ended 30 June 2021 is available below and has been released via the website of Bursa Securities at www.bursamalaysia.com in conjunction with the Annual Report.

PRINCIPLE A: BOARD LEADERSHIP & EFFECTIVENESS

Responsibilities of the Board

YTL Corp is led and managed by an experienced Board with a wide and varied range of expertise to address and manage the complexity and scale of the YTL Corp Group's operations. This broad spectrum of skills and experience ensures the YTL Corp Group is under the guidance of an accountable and competent Board. The Directors recognise the key role they play in charting the strategic direction, development and control of the YTL Corp Group.

Key elements of the Board's stewardship responsibilities include:-

  • Reviewing and adopting strategic plans for the YTL Corp Group to ensure long-term, sustainable value creation for the benefit of its stakeholders;
  • Overseeing the conduct of the YTL Corp Group's business operations and financial performance, including the economic, environmental and social impacts of its operations;
  • Identifying and understanding the principal risks affecting the YTL Corp Group's businesses in order to determine the appropriate risk appetite within which management is expected to operate;
  • Maintaining a sound risk management and internal control framework, supported by appropriate mitigation measures;
  • Succession planning; and
  • Overseeing the development and implementation of stakeholder communications policies.

The Board is led by the Executive Chairman who is responsible for instilling good corporate governance practices, leadership and effectiveness of the Board.

There is a balance of power, authority and accountability between the Executive Chairman, Tan Sri (Sir) Francis Yeoh Sock Ping, and the Managing Director, Dato' Yeoh Seok Kian, with a clear division of responsibility between the running of the Board and the Company's business respectively. The positions of Executive Chairman and Managing Director are separate and clearly defined, and are held by different members of the Board.

The Executive Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role, and is primarily responsible for leading the Board in setting the values and standards of the Company, the orderly and effective conduct of the meetings of the Board and shareholders, maintaining a relationship of trust with and between the Executive and Non- Executive Directors, ensuring the provision of accurate, timely and clear information to Directors, facilitating the effective contribution of Non-Executive Directors and ensuring that constructive relations are maintained between Executive and Non-Executive Directors.

The Managing Director is responsible for, amongst others, overseeing the day-to-day running of the business, implementation of Board policies and strategies, and making of operational decisions, serving as the conduit between the Board and the management in ensuring the success of the Company's governance and management functions, ensuring effective communication with shareholders and relevant stakeholders, providing strong leadership, i.e., effectively communicating the vision, management philosophy and business strategy to employees, and keeping the Board informed of salient aspects and issues concerning the Group's operations.

The Managing Director and Executive Directors are accountable to the Board for the profitability and development of the YTL Corp Group, consistent with the primary aim of enhancing long-term shareholder value. The Independent Non-Executive Directors have the experience and business acumen necessary to carry sufficient weight in the Board's decisions and the presence of these Independent Non-Executive Directors brings an additional element of balance to the Board as they do not participate in the day-to-day running of the YTL Corp Group.

The roles of Executive and Non-Executive Directors are differentiated, both having fiduciary duties towards shareholders. Executive Directors have a direct responsibility for business operations whereas Non-Executive Directors have the necessary skill and experience to bring an independent judgment to bear on issues of strategy, performance and resources brought before the Board. The Executive Directors are collectively accountable for the running and management of the YTL Corp Group's operations and for ensuring that strategies are fully discussed and examined, and take account of the long-term interests of shareholders, employees, customers, suppliers and the many communities in which the YTL Corp Group conducts its business.

In the discharge of their responsibilities, the Directors have established functions which are reserved for the Board and those which are delegated to management. Key matters reserved for the Board's approval include overall strategic direction, business expansion and restructuring plans, material acquisitions and disposals, expenditure over certain limits, issuance of new securities and capital alteration plans. Further information on authorisation procedures, authority levels and other key processes can also be found in the Statement on Risk Management & Internal Control set out in the Annual Report.

The Board believes sustainability is integral to the long-term success of the YTL Corp Group. Further information on the YTL Corp Group's sustainability activities can be found in YTL Corp's Sustainability Report 2021, a separate report published in conjunction with the Annual Report.

Board Meetings & Procedures

Board meetings are scheduled with due notice in advance at least 5 times in a year in order to review and approve the annual and interim financial results. Additional meetings may also be convened on an ad-hoc basis when significant issues arise relating to the YTL Corp Group and when necessary to review the progress of its operating subsidiaries in achieving their strategic goals. The Board met 6 times during the financial year ended 30 June 2021.

The Directors are fully apprised of the need to determine and disclose potential or actual conflicts of interest which may arise in relation to transactions or matters which come before the Board. In accordance with applicable laws and regulations, the Directors formally disclose any direct or indirect interests or conflicts of interests in such transactions or matters as and when they arise and abstain from deliberations and voting at Board meetings as required.

The Directors have full and unrestricted access to all information pertaining to the YTL Corp Group's business and affairs to enable them to discharge their duties. At least one week prior to each Board meeting, all Directors receive the agenda together with a comprehensive set of Board papers encompassing qualitative and quantitative information relevant to the business of the meeting. This allows the Directors to obtain further explanations or clarifications, where necessary, in order to be properly briefed before each meeting.

Board papers are presented in a consistent, concise and comprehensive format, and include, where relevant to the proposal put forward for the Board's deliberation, approval or knowledge, progress reports on the YTL Corp Group's operations and detailed information on corporate proposals, major fund-raising exercises and significant acquisitions and disposals. Where necessary or prudent, professional advisers may be on hand to provide further information and respond directly to Directors' queries. In order to maintain confidentiality, Board papers on issues that are deemed to be price-sensitive may be handed out to Directors during the Board meeting.

The minutes of the Board and/or Board Committee meetings are circulated and confirmed at the next meeting. Once confirmed, the minutes of the Board Committee meetings are subsequently presented to the Board for notation.

Company Secretary

The Board is supported by a professionally qualified and competent Company Secretary. The Company Secretary, Ms Ho Say Keng, is a Fellow of the Association of Chartered Certified Accountants, a registered member of the Malaysian Institute of Accountants and an affiliate member of the Malaysian Institute of Chartered Secretaries and Administrators, and is qualified to act as Company Secretary under Section 235(2)(a) of the Companies Act 2016.

The Company Secretary ensures that Board procedures are adhered to at all times during meetings and advises the Board on matters including corporate governance issues and the Directors' responsibilities in complying with relevant legislation and regulations. The Company Secretary works very closely with management for timely and appropriate information, which will then be passed on to the Directors. In accordance with the Board's procedures, deliberations and conclusions in Board meetings are recorded by the Company Secretary, who ensures that accurate and proper records of the proceedings of Board meetings and resolutions passed are recorded and kept in the statutory register at the registered office of the Company.

During the financial year under review, the Company Secretary attended training, seminars and regulatory briefings and updates relevant for the effective discharge of her duties. The Company Secretary briefed the Board on the changes and enhancements introduced in the new Code issued on 28 April 2021, carried out an ongoing review of existing practices in comparison with the new measures introduced in the Code and updated the Board.

Board Charter

The Board's functions are governed and regulated by its Charter, the Constitution of the Company, various applicable legislation, Listing Requirements and other regulations and codes. The Board's Charter was updated and adopted on 29 August 2019, and a copy can be found under the "Governance" section on the Company's website at www.ytl.com. The Board Charter clearly sets out the role and responsibilities of the Board, Board committees, Directors and management and the issues and decisions reserved for the Board. The Board Charter is reviewed and updated periodically when necessary.

Business Conduct, Ethics & Whistleblowing

The Directors observe and adhere to the Code of Ethics for Company Directors established by the Companies Commission of Malaysia, which encompasses the formulation of corporate accountability standards in order to establish an ethical corporate environment. YTL Corp has an established track record for good governance and ethical conduct. Key guidance is contained in the Code of Conduct and Business Ethics of the YTL Group of Companies ("YTL Group"), which also sets out the whistleblowing policy and procedures, and the YTL Group's Anti-Bribery and Corruption Policy, as detailed in the following section. A copy of the Code of Conduct and Business Ethics can be found on the Company's website at www.ytl.com.

Anti-Bribery & Corruption Policy ("ABC Policy")

The ABC Policy was formalised for the YTL Group during the last financial year ended 30 June 2020. The objective of the ABC Policy is to further enforce the YTL Group's Code of Conduct and Business Ethics in order to ensure that all Directors and employees understand their responsibilities in compliance with the YTL Group's zero tolerance for bribery and corruption within the organisation. This is in line with the new corporate liability provision in Section 17A of the Malaysian Anti-Corruption Commission Act 2009 ("MACC Act") which came into force on 1 June 2020.

The ABC Policy outlines the YTL Group's strategies in identifying, preventing and managing bribery and corruption issues. The policies and procedures put in place are guided by the Guidelines on Adequate Procedures issued pursuant to Section 17A(5) of MACC Act. The ABC Policy applies to all Directors, managers and employees of the Company in dealing with external parties in the commercial context. The policy will be reviewed at least once every three years to ensure that it continues to remain relevant, appropriate and effective to enforce the principles highlighted therein and to ensure continued compliance with the prevailing law. A copy of the ABC Policy can be found on the Company's website at www.ytl.com.

A comprehensive implementation plan has been established to communicate and disseminate the ABC Policy throughout the YTL Group through online training modules and other communication methods. Previously planned town hall sessions have been substituted with more electronic communications in compliance with the physical distancing guidelines implemented in response to the COVID-19 pandemic.

All directors and employees of the YTL Group are required to read and understand the ABC Policy and the Code of Conduct and Business Ethics, successfully complete the online training modules to reinforce their understanding of the policy and sign the YTL Group's Integrity Pledge in acknowledgement of their obligations and responsibilities.

Compliance with the ABC Policy continues to be monitored closely, both on an ongoing basis and in conjunction with the annual assessment of the Group's corruption risks. The annual risk assessment is carried out to identify the corruption risks to which the Group is exposed and the appropriateness of the mitigation measures established to minimise the exposure to these risks.

Composition of the Board

The Board has 12 Directors, comprising 8 executive members and 4 independent non-executive members. The Independent Directors comprise 33.3% of the Board, in compliance with the Listing Requirements, which require one-third of the Board to be independent.

The Directors are cognisant of the recommendation in the Code for the Board to comprise a majority of independent directors, and will assess the composition and size of the Board on an ongoing basis to ensure the needs of the Company are met.

YTL Corp is 50.20%-owned by Yeoh Tiong Lay & Sons Holdings Sdn Bhd (as at 30 June 2021). The Executive Directors are appointed by the major shareholder in accordance with its rights under the Companies Act 2016 and the Constitution of the Company. The interests of the major shareholder are fully aligned with those of all shareholders of the Company.

YTL Corp is majority-owned by a single shareholder, unlike other listed companies that may have a dispersed shareholder base which enables a shareholder to exercise control despite holding a minority stake.

The expertise and experience in both the day-to-day running of the Group's businesses and the determination and setting of its broader strategy lies with the Executive Directors in order to ensure the ongoing ability to fulfil their roles and responsibilities as stewards of the Group's businesses.

Nevertheless, the Company has in place appropriate and rigorous governance structures and internal controls necessary to safeguard the assets of the Group and protect shareholder value. There is robust oversight in the form of the Board's Audit, Remuneration and Nominating committees, all of which are chaired by and comprise solely Independent Non-Executive Directors.

The Board is of the view that the current Independent Non-Executive Directors have the experience and business acumen necessary to carry sufficient weight in the Board's decisions, and act in the best interests of the shareholders.

There are currently two Independent Non-Executive Directors, Dato' Cheong Keap Tai and Encik Faiz Bin Ishak, who have served on the Board for a period exceeding the nine-year term limit recommended in the Code. In accordance with current practice, approval through a vote of all shareholders via the single-tier voting process will continue to be sought at the forthcoming 38th Annual General Meeting ("AGM") of YTL Corp for Dato' Cheong Keap Tai and Encik Faiz Bin Ishak to continue to serve as an Independent Non-Executive Director. Further information on the review and assessment process can be found in the Nominating Committee Statement, whilst details of the resolution, together with the rationale for approval sought, can be found in the Notice of Annual General Meeting in the Annual Report.

In accordance with the Company's Constitution, at least one-third of the Directors are required to retire from office at each AGM and may offer themselves for re-election by rotation. Directors who are appointed by the Board during the financial year are subject to re-election by shareholders at the next AGM held following their appointments.

The names of Directors seeking re-election at the forthcoming AGM are disclosed in the Notice of Annual General Meeting, which can be found in the Annual Report. The details of the Directors can be found in the Profile of the Board of Directors set out in the Annual Report and this information is also available under the "Governance" section on the Company's website at www.ytl.com.

Board & Senior Management Appointments

The Nominating Committee is chaired by an Independent Non-Executive Director and is responsible for assessing suitable candidates for appointment to the Board for approval, with due regard for diversity, taking into account the required mix of skills, experience, age, gender, ethnicity, background and perspective of members of the Board before submitting its recommendation to the Board for decision. The Nominating Committee is chaired by and comprises solely Independent Non-Executive Directors.

Whilst it has, to date, not been necessary to do so given the expertise of the Independent Non-Executive Directors, the Board will also endeavour to utilise independent sources including external human resources consultants and specialised databases, as appropriate.

Meanwhile, members of senior management are selected based on relevant industry experience, with due regard for diversity in skills, experience, age, gender, ethnicity, background and perspective, and are appointed by the Executive Chairman and/or the Managing Director following recommendation by the Executive Director in charge of the relevant division.

As the Board's overriding aim is to maintain a strong and effective Board, it seeks to ensure that all appointments are made on merit, taking into account the collective balance of elements such as skills, experience, age, gender, ethnicity, background and perspective.

The Board recognises the importance of encouraging and developing female talent at all levels and has a strong complement of female divisional heads and chief executive officers. Currently there are three female Directors comprising 25.0% of the Board and, therefore, whilst the Board has not met the target of 30% women directors set out in the Code, it will continue to seek Board members of the highest calibre, and with the necessary strength, experience and skills to meet the needs of the YTL Corp Group.

Evaluation of the Board

Annual evaluation of the Board as a whole, Board Committees and the individual Directors is carried out by the Nominating Committee. The evaluation carried out during the financial year under review involved an annual assessment of the effectiveness of each individual Director and the Board as a whole with the objectives of assessing whether the Board and the Directors had effectively performed its/their roles and fulfilled its/their responsibilities, and devoted sufficient time commitment to the Company's affairs, in addition to recommending areas for improvement.

The assessment exercise was facilitated by the Company Secretary and took the form of completion of questionnaires/evaluation forms comprising a Board & Nominating and Remuneration Committees Effectiveness Evaluation Form, Individual Director Performance Evaluation Form, Independent Directors' Evaluation Form, Audit Committee Effectiveness Evaluation Form and Audit Committee Members Evaluation by Nominating Committee Form. As recommended in the Code, the Board will endeavour to utilise independent experts to facilitate the evaluation process, as and when appropriate. Further information on the activities of the Nominating Committee can be found in the Nominating Committee Statement set out in the Annual Report. This information is also available under the "Governance" section on the Company's website at www.ytl.com.

Remuneration

Directors' remuneration is decided in line with the objective recommended by the Code to determine the remuneration for Directors so as to attract, retain, motivate and incentivise Directors of the necessary calibre to lead the YTL Corp Group successfully. In general, the remuneration of the Directors is reviewed against the performance of the individual and the YTL Corp Group. The Executive Directors' remuneration consists of basic salary, other emoluments and other customary benefits as appropriate to a senior management member. The component parts of remuneration are structured so as to link rewards to performance. Directors do not participate in decisions regarding their own remuneration packages and Directors' fees must be approved by shareholders at the AGM.

The Remuneration Committee ("RC") was established on 16 June 2020 comprising all Independent Non-Executive Directors, in compliance with the Code. The composition of the RC is set out below:-

  • Encik Faiz Bin Ishak (Appointed on 16 June 2020)
  • Dato' Cheong Keap Tai (Appointed on 16 June 2020)
  • Puan Raja Noorma Binti Raja Othman (Appointed on 16 June 2020)

Its terms of reference can be found under the "Governance" section on the Company's website at www.ytl.com.

During the financial year ended 30 June 2021, the RC met twice, attended by all members, wherein the following activities were carried out:-

(i) Review of the remuneration policy and procedures for Directors and senior management to ensure that they are fair, support and promote long term sustainable success of the Group and take into account other factors including relevant legal and regulatory requirements, the recommendations of the Code and associated guidance;
(ii) Assessment of the fees and meeting attendance allowance (benefits) proposed for the Independent Non-Executive Directors based on benchmarking against comparable listed companies in Malaysia (in terms of industry and size/market capitalisation), performance of the Independent Non-Executive Directors as indicated by the evaluations conducted, and overall performance of the Group; and
(iii) Review of the remuneration packages for Executive Directors and senior management to ensure that the remuneration outcomes for the financial year under review reflect an appropriate alignment with performances of the individual and the Group and gives consideration to equitability, retention and market competitiveness and practices.

The RC ensured that no Director or senior manager was involved in any decisions as to their own remuneration outcome.

The terms of reference of the RC and Remuneration Policy and Procedures for Directors and Senior Management can be found under the "Governance" section on the Company's website at www.ytl.com.

Details of the Directors' remuneration categorised into appropriate components can be found in Note 7 in the Notes to the Financial Statements in the Annual Report. Meanwhile, as regards the remuneration of the YTL Corp Group's senior management team, the Board is of the view that the disclosure of these details would not be in the best interests of YTL Corp Group due to confidentiality and the competitive nature of the industries in which the YTL Corp Group operates, as well as for business and personal security reasons.

Board Commitment

In accordance with the Listing Requirements, each member of the Board holds not more than five directorships in public listed companies. This ensures that their commitment, resources and time are focused on the affairs of the YTL Corp Group thereby enabling them to discharge their duties effectively.

Presently, each Board member is required to assess (via the annual assessment process) whether he/she devotes the necessary time and energy to fulfilling his/her commitments to the Company. The Board recognises that an individual's capacity for work varies depending on various factors that weigh very much on his/her own assessment. Hence, having rigid protocols in place before any new directorships may be accepted is not practical. Each Board member is also expected to inform the Board whenever he/she is appointed as an officer of a corporation.

The details of each Director's attendance of Board meetings can be found in the Profile of the Board of Directors whilst details of the training programmes attended during the year under review are disclosed in the Nominating Committee Statement in the Annual Report. This information is also available under the "Governance" section on the Company's website at www.ytl.com.

PRINCIPLE B: EFFECTIVE AUDIT & RISK MANAGEMENT

Integrity in Financial Reporting

The Directors are responsible for ensuring that financial statements are drawn up in accordance with the Listing Requirements, Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Statement of Directors' Responsibilities made pursuant to Section 248-249 of the Companies Act 2016 is set out in the Annual Report.

In presenting the financial statements, the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates, to present a true and fair assessment of the Company's position and prospects. Interim financial reports were reviewed by the Audit Committee and approved by the Board prior to release to Bursa Securities.

Audit Committee

The Company has in place an Audit Committee which comprises solely Independent Non-Executive Directors, in compliance with the Listing Requirements and the Code, namely Dato' Cheong Keap Tai, Dato' Ahmad Fuaad Bin Mohd Dahalan and Encik Faiz Bin Ishak. The Chairman of the Audit Committee is Dato' Cheong Keap Tai, which fulfils the recommendation under the Code that the chairman of the audit committee should not be the chairman of the Board.

The members of the Audit Committee possess a wide range of necessary skills to discharge their duties, and are financially literate and able to understand matters under the purview of the Audit Committee including the financial reporting process. The members of the Audit Committee also intend to continue to undertake professional development by attending training to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules.

The Audit Committee holds quarterly meetings to review matters including the YTL Corp Group's financial reporting, the audit plans for the financial year and recurrent related party transactions, as well as to deliberate the findings of the internal and external auditors.

The Audit Committee met 5 times during the financial year ended 30 June 2021. Full details of the composition and a summary of the work carried out by the Audit Committee during the financial year can be found in the Audit Committee Report set out in the Annual Report. This information and the terms of reference of the Audit Committee are available under the "Governance" section on the Company's website at www.ytl.com.

The Audit Committee has established formal and professional arrangements for maintaining an appropriate relationship with the Company's external auditors, HLB Ler Lum Chew PLT ("HLB"). The external auditors also attend each AGM in order to address clarifications sought pertaining to the audited financial statements by shareholders.

The Audit Committee has formal policies to assess the suitability, objectivity and independence of the external auditors. These policies also include a requirement that a former key audit partner must observe a cooling-off period of two years before being appointed as a member of the Audit Committee. None of the Audit Committee members were formerly audit partners of YTL Corp's external auditors.

Details of the audit and non-audit fees paid/payable to HLB for the financial year ended 30 June 2021 are as follows:-

  Company
RM'000
Group
RM'000
Statutory audit fees paid/payable
to HLB
244 2,231
Non-audit fees paid/payable to:-
– HLB
– Affiliates of HLB


16
12


73
310
Total 28 383

Risk Management & Internal Control

The Board acknowledges its overall responsibility for maintaining a sound system of risk management and internal control to safeguard the investment of its shareholders and the YTL Corp Group's assets, and that these controls are designed to provide reasonable, but not absolute, assurance against the risk of occurrence of material errors, fraud or losses.

Details of the YTL Corp Group's system of risk management and internal control are contained in the Statement on Risk Management & Internal Control and the Audit Committee Report as set out in the Annual Report.

Internal Audit

YTL Corp's internal audit function is undertaken by its Internal Audit department ("YTLIA"), which reports directly to the Audit Committee. The Head of YTLIA, Mr Choong Hon Chow, is a member of the Malaysian Institute of Accountants and a fellow member of the Association of Chartered Certified Accountants (ACCA) UK. He started his career with the external audit division of a large public accounting firm before moving on to the internal audit profession in public listed companies and gained valuable and extensive internal audit experiences covering many areas of diversified commercial businesses and activities. He has a total of 38 years of internal and external audit experience.

During the financial year ended 30 June 2021, YTLIA comprised 9 full-time personnel. The personnel of YTLIA are free from any relationships or conflicts of interest which could impair their objectivity and independence.

The internal audit function adopts the framework based on the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors.

The activities of the internal audit function during the year under review included:-

Developing the annual internal audit plan and proposing this plan to the Audit Committee;
Conducting scheduled internal audit engagements, focusing primarily on the adequacy and effectiveness of internal controls and recommending improvements where necessary;
Conducting follow-up reviews to assess if appropriate action has been taken to address issues highlighted in audit reports;
Presenting significant audit findings to the Audit Committee for consideration;
Conducting review of recurrent related party transactions;
Conducting discussions with management in identifying significant concerns and risk areas perceived by management for inclusion in the internal audit plan; and
Conducting discussions with management to identify, analyse, assess and prioritise the internal and external corruption risks, for the purpose of establishing appropriate processes, systems and controls to mitigate the specific corruption risks exposure.

Further details of the YTL Corp Group's internal audit function are contained in the Statement on Risk Management & Internal Control and the Audit Committee Report as set out in the Annual Report.

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING & MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

Communication with Shareholders

The YTL Corp Group values dialogue with investors and constantly strives to improve transparency by maintaining channels of communication with shareholders and investors that enable the Board to convey information about performance, corporate strategy and other matters affecting stakeholders' interests. The Board believes that a constructive and effective investor relationship is essential in enhancing shareholder value and recognises the importance of timely dissemination of information to shareholders.

Accordingly, the Board ensures that shareholders are kept well-informed of any major development of the YTL Corp Group. Such information is communicated through the Annual Report, the various disclosures and announcements to Bursa Securities, including quarterly and annual results, and corporate websites. Corporate information, annual financial results, governance information, business reviews and future plans are disseminated through the Annual Report, whilst current corporate developments are communicated via the Company's corporate website at www.ytl.com and the YTL Corp Group's community website at www.ytlcommunity.com, in addition to prescribed information, including its interim financial results, announcements, circulars, prospectuses and notices, which is released through the official website of Bursa Securities.

The Executive Chairman, Managing Director and/or the Executive Directors meet with analysts, institutional shareholders and investors throughout the year not only to promote the dissemination of the YTL Corp Group's financial results but to provide updates on strategies and new developments to ensure better understanding of the YTL Corp Group's operations and activities. Presentations based on permissible disclosures are made to explain the YTL Corp Group's performance and major development programs.

Whilst efforts are made to provide as much information as possible to its shareholders and stakeholders, the Directors are cognisant of the legal and regulatory framework governing the release of material and sensitive information so as to not mislead its shareholders. Therefore, the information that is price-sensitive or that may be regarded as undisclosed material information about the YTL Corp Group is not disclosed to any party until after the prescribed announcement to Bursa Securities has been made.

Conduct of General Meetings

The AGM is the principal forum for dialogue with shareholders. The Board provides opportunities for shareholders to raise questions pertaining to issues in the Annual Report, corporate developments in the YTL Corp Group, the resolutions being proposed and the business of the YTL Corp Group in general at every general meeting of the Company.

The Notice of the AGM and a circular to shareholders in relation to the renewal of the Company's share buy-back and recurrent related party transactions mandates, if applicable, are sent to shareholders at least 28 days prior to the AGM in accordance with the Code, which also meets the criteria of the Listing Requirements and Companies Act 2016, which require the Notice of AGM to be sent 21 days prior to the AGM. This provides shareholders with sufficient time to review the YTL Corp Group's financial and operational performance for the financial year and to fully evaluate new resolutions being proposed to make informed voting decisions at the AGM.

The Executive Chairman, Managing Director and Executive Directors take the opportunity to present a comprehensive review of the progress and performance of the YTL Corp Group and provide appropriate answers in response to shareholders' questions during the meeting, thereby ensuring a high level of accountability, transparency and identification with the YTL Corp Group's business operations, strategy and goals. The Directors are mindful of the recommendation under the Code that all directors must attend general meetings and fully appreciate the need for their attendance at all such meetings. All Directors attended the Company's 37th AGM held on 1 December 2020.

Extraordinary general meetings are held as and when required to seek shareholders' approval. The Executive Chairman, Managing Director and Executive Directors take the opportunity to fully explain the rationale for proposals put forth for approval and the implications of such proposals for the Company and to reply to shareholders' questions.

Where applicable, each item of special business included in the notice of the meeting is accompanied by an explanatory statement for the proposed resolution to facilitate full understanding and evaluation of the issues involved. All resolutions are put to vote by electronic poll voting and an independent scrutineer is appointed to verify poll results. The results of the electronic poll voting are announced in a timely manner, usually within half an hour of the voting process to enable sufficient time for the results to be tabulated and verified by the independent scrutineer.

The rights of shareholders, including the right to demand a poll, are found in the Constitution of the Company. At the 37th AGM of the Company, held on 1 December 2020, the resolutions put forth for shareholders' approval were voted on by way of a poll.

Due to the outbreak of COVID-19 and as part of the safety measures to curb its spread, the 37th AGM of the Company was conducted as a fully virtual meeting through live streaming from the broadcast venue and online remote voting using the Remote Participation Voting facilities provided by the appointed share registrar and poll administrator, Tricor Investor & Issuing House Services Sdn Bhd.

In view of the ongoing COVID-19 pandemic, the forthcoming 38th AGM will also be held on a fully virtual basis, the details of which can be found in the Notice of Annual General Meeting in the Annual Report.

This statement and the CG Report were approved by the Board on 30 September 2021.

Click here to view CG Report.

COMPOSITION

Dato' Cheong Keap Tai
(Chairman/Independent Non-Executive Director)

Dato' Ahmad Fuaad Bin Mohd Dahalan
(Member/Independent Non-Executive Director)

Faiz Bin Ishak
(Member/Independent Non-Executive Director)

 

TERMS OF REFERENCE

Primary Purposes

The Committee shall:-

1. Provide assistance to the Board of Directors ("Board") in fulfilling its fiduciary responsibilities relating to the corporate accounting and practices for YTL Corporation Berhad and its subsidiaries ("Group").
2. Assist to improve the Company and the Group's business efficiency, the quality of the accounting function, the system of internal controls and the audit function to strengthen the confidence of the public in the Company's and the Group's reported results.
3. Maintain through regularly scheduled meetings, a direct line of communication between the Board and the external auditors as well as internal auditors.
4. Establish policies and procedures to assess the suitability, objectivity and independence of the external auditors.
5. Ensure that the internal audit function is effective and able to function independently.
6. Strengthen the role of the Independent Directors by giving them a greater depth of knowledge as to the operations of the Company and of the Group through their participation in the Committee.
7. Act upon the Board's request to investigate and report on any issues or concerns in regard to the management of the Company and the Group.
8. Review the effectiveness of the policies and procedures for whistle-blowing and anti-corruption.
9. Instill discipline and control to reduce incidence of fraud.

 

Composition

1. The Committee shall be appointed by the Board from amongst their number and shall comprise no fewer than three (3) members, all of whom must be non-executive directors, with a majority of them being Independent Directors.
2. All members of the Audit Committee should be financially literate. At least one member of the Audit Committee:-
(a) must be a member of the Malaysian Institute of Accountants; or
(b) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years' working experience and:-
  (i) he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or
  (ii) he must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967; or
(c) fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad ("Bursa Securities").
3. The Board must ensure that no alternate Director is appointed as a member of the Audit Committee.
4. The members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Director. The Chairman of the Committee shall not be the Chairman of the Board.
5. In the event of any vacancy in the Committee resulting in the non-compliance of sub-paragraph 15.09(1) of the Bursa Securities Main Market Listing Requirements ("Main LR"), the Company must fill the vacancy within three (3) months.

 

Authority

The Committee shall in accordance with the procedure determined by the Board and at the cost of the Company:-

1. have authority to investigate any matter within its terms of reference;
2. have the resources which are required to perform its duties;
3. have full and unrestricted access to any information pertaining to the Company and the Group;
4. have authority to review and approve the appointment, renewal of appointment, replacement or removal of the Head of Internal Audit who reports directly to the Committee;
5. have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;
6. be able to obtain independent professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary;
7. be able to convene meetings with the internal auditors without the presence of other directors and employees of the Company, whenever deemed necessary; and
8. to meet with the external auditors at least twice a year without the presence of the other directors and employees of the Company.

 

Functions And Duties

The Committee shall, amongst others, discharge the following functions:-

1. Financial Reporting
  (a) Review the quarterly financial results and annual financial statements prior to its recommendation to the Board for approval, focusing particularly on:-
  • changes in or implementation of major accounting policies and practices;
  • significant matters highlighted including financial reporting issues, significant judgements made by management, significant and unusual events or transactions, and how these matters are addressed;
  • the accuracy and adequacy of the disclosure of information essential to a fair and full presentation of the financial affairs of the Company and the Group;
  • compliance with applicable approved accounting standards, other regulatory and legal requirements; and
  • the going concern assumption.
 
2. External Audit
  (a) Review the audit plan, scope of audit and audit report with the external auditors;
  (b) Review with the external auditors their evaluation of the system of internal controls, during the course of their audit, including any significant suggestions for improvements and management's response;
  (c) Review the assistance given by the employees of the Company to the external auditors;
  (d) Recommend the nomination of a person or persons as external auditors and the audit fee;
  (e) Review any letter of resignation from the external auditors of the Company;
  (f) Review whether there is reason (supported by grounds) to believe that the Company's external auditors are not suitable for re-appointment;
  (g) Review any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the external auditors.
 
3. Internal Audit
  (a) Review the adequacy of the scope, competency and resources of the internal audit function and that it has the necessary authority and resources to carry out its work;
  (b) Review the internal audit plan, processes, the results of the internal audit assessments, investigation undertaken and whether or not appropriate action is taken on the recommendations;
  (c) Review any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the internal auditors.
 
4. Related Party Transactions
  (a) Review any related party transaction and conflict of interest situation that may arise within the Company/Group and any related parties outside the Company/Group including any transaction, procedure or course of conduct that raises questions of management integrity.
 
5. Employees Share Option Scheme ("ESOS")
  (a) Verify allocation of share options to the eligible employees pursuant to the criteria set out in the By-Laws of the ESOS in accordance to the Main LR.
 
6. Other Matters
  (a) Carry out any other function that may be mutually agreed upon by the Committee and the Board which would be beneficial to the Company/Group and ensure the effective discharge of the Committee's duties and responsibilities;
  (b) Promptly report to Bursa Securities on any matter reported by it to the Board of the Company which has not been satisfactorily resolved resulting in a breach of the Main LR.

 

Meetings

1. To form a quorum in respect of a meeting of the Committee, the majority of members present must be Independent Directors.
2. The Committee shall meet at least five (5) times a year, although additional meetings may be called at any time at the discretion of the Chairman of the Committee. An agenda shall be sent to all members of the Committee and any other persons who may be required/invited to attend. All meetings to review the quarterly financial results and annual financial statements, shall be held prior to such quarterly financial results and annual financial statements being presented to the Board for approval.
3. Notwithstanding item 2 above, upon the request of any member of the Committee, the external auditors or the internal auditors, the Chairman of the Committee shall convene a meeting of the Committee to consider any matter which should be brought to the attention of the Directors or shareholders.
4. The external auditors have the right to appear and be heard at any meeting of the Committee and shall appear before the Committee when required to do so by the Committee.
5. The Committee may invite any Board member or any member of the management within the Company/Group whom the Committee thinks fit to attend its meetings to assist in resolving and clarifying matters raised in audit reports.
6. The internal auditors shall be in attendance at meetings of the Committee to present and discuss the audit reports of findings and the recommendations relating thereto and to follow up on decisions made at these meetings.
7. The Committee may establish any regulations from time to time to govern its administration.

 

Minutes

1. The Secretary shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated.
2. Minutes of each meeting shall also be distributed to the members of the Committee prior to each meeting.
3. Detailed minutes of the Committee's meetings will be made available to all Board members. A summary of significant matters and resolutions will be reported to the Board by the Committee.
4. The books containing the minutes of proceedings of any meeting of the Committee shall be kept by the Company at the registered office of the Company and shall be opened to the inspection of any member of the Committee or the Board.

 

Secretary

The Secretary to the Committee shall be the Company Secretary.

 

NUMBER OF MEETINGS HELD AND DETAILS OF ATTENDANCE

During the financial year, a total of 5 Audit Committee Meetings were held and the details of attendance are as follows:-

  Attendance
Dato' Cheong Keap Tai 5
Dato' Ahmad Fuaad Bin Mohd Dahalan 5
Faiz Bin Ishak 5

 

SUMMARY OF WORK CARRIED OUT DURING FINANCIAL YEAR

The Audit Committee carried out the following work during the financial year ended 30 June 2021 in the discharge of its functions and duties:-

1. Overseeing Financial Reporting
  (a) Reviewed the following quarterly financial results and annual financial statements ("Financial Reports") prior to its recommendation to the Board of Directors for approval:-
  • Quarterly financial results for the fourth quarter of financial year ended 30 June 2020, and the annual audited financial statements for the financial year ended 30 June 2020 at the Audit Committee meetings held on 27 August 2020 and 29 September 2020, respectively;
  • First, second and third quarters of the quarterly results for the financial year ended 30 June 2021 at the Audit Committee meetings held on 25 November 2020, 24 February 2021 and 27 May 2021, respectively.
  (b) At the Audit Committee meetings, the Financial Reports were presented by the Senior Finance Manager wherein the following matters were reviewed and confirmed, with clarification and/or additional information provided wherever required by the Managing Director/Executive Director primarily in charge of the financial management of the Company:-
  • Appropriate accounting policies had been adopted and applied consistently, and other statutory and regulatory requirements had been complied with;
  • The Company has adequate resources to continue in operation for the foreseeable future and that there are no material uncertainties that could lead to significant doubt as to the Group's ability to continue as a going concern;
  • Significant judgements made by management in respect of matters such as impairment assessment of goodwill, carrying value of investment, and postemployment benefit obligations and the underlying assumptions and/or estimates used were reasonable and appropriate in accordance with the requirements of the Malaysian Financial Reporting Standards ("MFRS");
  • Adequate processes and controls were in place for effective and efficient financial reporting and disclosures under the MFRS and Bursa Malaysia Securities Berhad ("Bursa Securities") Main Market Listing Requirements ("Listing Requirements");
  • The Financial Reports were fairly presented in conformity with the relevant accounting standards in all material aspects.
   
2. External Audit
  (a) Reviewed with the external auditors, HLB Ler Lum Chew PLT ("HLB"):-
  • their final report on the audit of the financial statements for financial year ended 30 June 2020 setting out their comments and conclusions on the significant audit and accounting matters highlighted, including management's judgements, estimates and/or assessments made, and adequacy of disclosures in the financial statements;
  • the audit plan for the financial year ended 30 June 2021 outlining, amongst others, their scope of work, and areas of audit emphasis and multi-location audit, and development in laws and regulations affecting financial reporting and the roles and responsibilities of directors/audit committee members and auditors;
  (b) Reviewed the audit fees proposed by the HLB together with management and recommended the negotiated fees agreed by HLB to the Board of Directors for approval;
  (c) Had discussions with HLB twice during the financial year, on 29 September 2020 and 27 May 2021, without the presence of management, to discuss matters concerning the audit and financial statements. The Audit Committee also enquired about the assistance and co-operation given by management to HLB.
  (d) Reviewed the profiles of the audit engagement team which enabled the Audit Committee to assess their qualifications, expertise, resources, and independence, as well as the effectiveness of the audit process. The external auditors also confirmed their independence in each of the reports presented to the Audit Committee. The Audit Committee also reviewed on a regular basis, the nature and extent of the non-audit services provided by HLB and was satisfied with the suitability, performance, independence and objectivity of HLB.
  (e) Assessed the performance of HLB for the financial year ended 30 June 2020 and recommended to the Board of Directors for re-appointment at the annual general meeting held on 1 December 2020.
   
3. Internal Audit
  (a) Reviewed with the internal auditors the internal audit reports (including follow-up review reports), the audit findings and recommendations, management's responses and/or actions taken thereto, and ensured that material findings were satisfactorily addressed by management;
  (b) Reviewed and adopted the internal audit risk analysis reports for 2021. Internal audit would leverage on the Group's risk analysis to focus on the business processes and relevant areas that address the key risks identified;
  (c) Reviewed and adopted the risk-based internal audit plan for financial year ending 30 June 2022 to ensure sufficient scope and coverage of activities of the Company and the Group;
  (d) Reviewed internal audit resourcing, with focus on ensuring that the function has sufficient resources together with the right calibre of personnel to perform effectively, and that the head of internal audit has adequate authority to discharge his functions objectively and independently.
   
4. Recurrent Related Party Transactions of a Revenue or Trading Nature ("RRPT")
  (a) Reviewed, on a quarterly basis, the RRPT entered into by the Company and/or its subsidiaries with related parties to ensure that the Group's internal policies and procedures governing RRPT are adhered to, the terms of the shareholder mandate are not contravened, and disclosure requirements of the Listing Requirements are observed;
  (b) Received updates on the directorships and shareholdings held by the Directors of the Company and persons connected with them via the general notices given under and in accordance with Section 221 of the Companies Act, 2016 tabled at board meetings. These disclosures enabled an assessment of the potential or actual conflicts of interest which may arise in relation to related party transactions or RRPT;
  (c) Reviewed the RRPT for financial year ended 30 June 2020 and assessed whether shareholder mandate should be sought at the Annual General Meeting, prior to its recommendation to the Board of Directors for approval.
   
5. Annual Report
  (a) Reviewed the Audit Committee Report, and Statement on Risk Management and Internal Control before recommending these to the Board of Directors for approval for inclusion in 2020 Annual Report.

 

INTERNAL AUDIT FUNCTION

The objective of the Internal Audit ("IA") is to help management evaluate the effectiveness and efficiency of the internal control systems. The IA is part of the Company and the Group's governance system, and according to the Malaysian Code of Corporate Governance, the IA is in charge of supervising internal control activities. IA's goal is to focus mainly on risk-based audits related to operations and compliance that are aligned with the risks of the Company and the Group to ensure that the relevant controls addressing those risks are reviewed.

During the year, the IA Department evaluated the adequacy and effectiveness of key controls in responding to risks within the organisation's governance, operations and information systems regarding–

  • reliability and integrity of financial and operational information;
  • effectiveness and efficiency of operations;
  • safeguarding of assets; and
  • compliance with relevant laws, regulations and contractual obligations.

The work of the internal audit function during the year under review include the following:-

1. Developed the annual internal audit plan and proposed the plan to the Audit Committee.
2. Conducted scheduled and special internal audit engagements, focusing primarily on the adequacy and effectiveness of internal controls and recommending improvements where necessary.
3. Conducted follow-up reviews to assess if appropriate action has been taken to address issues highlighted in previous audit reports.
4. Presented significant audit findings and areas for improvements raised by the IA to the Audit Committee for consideration on the recommended corrective measures together with the management's response.
5. Conducted recurrent related party transactions reviews to assess accuracy and completeness of reporting for presentation to the Audit Committee, and ensure compliance with the Listing Requirements.
6. Conducted discussions with management in identifying significant concerns and risk areas perceived by management for inclusion in the internal audit plan.
7. Conducted discussions with management to identify, analyse, assess and prioritise the internal and external corruption risks, for the purpose of establishing appropriate processes, systems and controls to mitigate the specific corruption risks exposure.

Costs amounting to RM2,908,262 were incurred in relation to the internal audit function for the financial year ended 30 June 2021.

NOMINATING COMMITTEE ("NC")

The NC assists the Board of Directors of YTL Corporation Berhad (the "Company") ("Board") in discharging its responsibilities by overseeing the selection and assessment of Directors to ensure that the composition of the Board meets the needs of the Company and its subsidiaries ("YTL Corp Group").

The terms of reference of the NC can be found under the "Governance" section on the Company's website at www.ytl.com.

Members of the NC are as follows:-

  • Faiz Bin Ishak (Chairman)
  • Dato' Cheong Keap Tai
  • Raja Noorma Binti Raja Othman

The NC met twice during financial year ended 30 June 2021, attended by all members.

 

ACTIVITIES OF THE NC FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

(a) Board nomination and election process and criteria used

The NC is responsible for considering and making recommendations to the Board candidates for directorship when the need arises such as to fill a vacancy arising from resignation or retirement or to close any skills, competencies, experience or diversity gap that has been identified. Candidates may be proposed by the Managing Director or any Director or shareholder and must fulfil the requirements prescribed under the relevant laws and regulations for appointment as director. In assessing the suitability of a candidate, the NC will take into consideration a number of factors including but not limited to the candidate's skills, knowledge, expertise, competence and experience, time commitment, character, professionalism and integrity. For the position of independent non-executive director, the NC will evaluate the candidate's ability to discharge such responsibilities as expected from an independent nonexecutive director.

  (i)

Review of Directors proposed for re-election

In accordance with Article 86 of the Company's Constitution ("Article 86"), Directors are to be elected at every annual general meeting when one-third of the Directors longest in office shall retire, subject always to the requirement that all Directors shall retire from office once at least in each three years, and if eligible, may offer themselves for re-election.

In June 2021, based on the results of the evaluations undertaken for the financial year, the NC resolved to recommend to the Board that Tan Sri (Sir) Francis Yeoh Sock Ping, Dato' Sri Michael Yeoh Sock Siong, Dato' Mark Yeoh Seok Kah and Faiz Bin Ishak, who are due to retire pursuant to Article 86 at the Thirty-Eighth Annual General Meeting of the Company ("AGM"), stand for re-election.

The Board, save for the members who had abstained from deliberations on their own re-election, supported the NC's views and recommends that shareholders vote in favour of the resolutions for their re-election at the forthcoming AGM.

 
  (ii)

Review of Directors proposed for continuing in office as Independent Non-Executive Directors ("INED")

As part of the annual assessment of Directors, an assessment of independence was conducted on the INED. In addition to the criteria for independence prescribed in the Bursa Malaysia Securities Berhad ("Bursa Securities") Main Market Listing Requirements ("Listing Requirements") and Practice Note 13, the INED were assessed on their ability and commitment to continue to bring independent and objective judgment to board deliberations.

Dato' Cheong Keap Tai and Faiz Bin Ishak have each served on the Board for more than 12 years and 9 years, respectively. The NC (save for Dato' Cheong Keap Tai and Faiz Bin Ishak who had abstained from deliberations on their individual evaluation), considered that they bring with them a collective wealth of experience, knowledge and insights of the businesses, operations and growth strategies of the YTL Corp Group. They continue to demonstrate the independence of character and judgement expected which enable them to discharge their responsibilities effectively and with integrity, and devote the necessary time required to their roles. For these reasons, the NC, save for Dato' Cheong Keap Tai and Faiz Bin Ishak, recommended to the Board that shareholders' approval be sought for their continuing in office as INED of the Company. The Board also resolved that the single-tier voting process will be adopted on the resolutions to be proposed to the shareholders on this matter.

 
(b) Annual evaluation

In May 2021, the annual evaluation of the effectiveness of the Board as a whole, the Board Committees and individual Directors was carried out with the objectives of assessing whether the Board and the Board Committees, as well as the Directors have effectively performed its/their roles and fulfilled its/their responsibilities, and devoted sufficient time commitment to the Company's affairs; and to recommend areas for improvement. The evaluation exercise was facilitated by the Company Secretary and took the form of completion of questionnaires/evaluation forms.

In evaluating the effectiveness of the Board, several areas were reviewed including the composition, degree of independence, right mix of expertise, experience and skills, quality of information and decision making, and boardroom activities. Board Committees were assessed on their composition, expertise, and whether their functions and responsibilities were effectively discharged in accordance with their respective terms of reference.

The evaluation of the individual Directors covered areas such as fit and properness, contribution and performance, calibre, character/personality and time commitment and whether they have shown the will and ability to deliberate constructively, ask the right questions and confidence to stand up for a point of view.

Results of the evaluations were summarised and discussed at the NC meeting held in June 2021 and reported to the Board by the Chairman of the NC. No evident weakness or shortcoming was identified which require mitigating measure. The Board and the Board Committees continue to operate effectively and the performance of the Directors and the time commitment in discharging their duties as Directors of the Company for the year ended 30 June 2021 were satisfactory.

 
(c) Review of the NC Statement for financial year ended 30 June 2020

The NC Statement was reviewed by the NC prior to its recommendation to the Board for inclusion in 2020 Annual Report.

 
(d) Review of the evaluation criteria in the evaluation forms

The NC reviewed the revised evaluation criteria in the evaluation forms to ensure consistency with the Malaysian Code on Corporate Governance and the Listing Requirements.

POLICY ON BOARD COMPOSITION
As the Board's overriding aim is to maintain a strong and effective Board, it seeks to ensure that all appointments are made on merit, taking into account the collective balance of elements such as skills, experience, age, gender, ethnicity, background and perspective. The Board recognises the importance of encouraging and developing female talent at all levels. Currently, there are three female directors on the Board and make up 25% of the full Board. Although it has not set any specific measurable objectives, the Board intends to continue its current approach to diversity in all aspects while at the same time seeking Board members of the highest calibre, and with the necessary strength, experience and skills to meet the needs of the Company.

 

INDUCTION, TRAINING AND DEVELOPMENT OF DIRECTORS
Upon joining the Board, a newly appointed Director will be given an induction pack containing the Company's annual report, Constitution, and schedule of meetings of the Board and Committee (if the Director is also a Committee member) which will serve as an initial introduction to the YTL Corp Group as well as an ongoing reference.

The Board, through the NC, assesses the training needs of its Directors on an ongoing basis by determining areas that would best strengthen their contributions to the Board.

Besides the findings from the annual performance evaluation of Directors, which provide the NC with useful insights into the training needs of the Directors, each Director is requested to identify appropriate training that he/she believes will enhance his/her contribution to the Board.

The Board has taken steps to ensure that its members have access to appropriate continuing education programmes. The Company Secretary facilitates the organisation of in-house development programmes and keeps Directors informed of relevant external training programmes.

During the financial year ended 30 June 2021, the following five in-house training programmes were organised for the Directors:-

  • YTL Anti-Bribery & Corruption Online Training – Module II: Gifts, Hospitality and Entertainment;
  • YTL Anti-Bribery & Corruption Online Training – Module III: Whistleblowing and Code of Conduct & Business Ethics;
  • YTL LEAD Conference 2020;
  • Succeeding in the New Normal; Preparing for the Next Normal;
  • Top 10 Issues for Boards in 2021: A Brave New World.

All the Directors have undergone training programmes during the financial year ended 30 June 2021. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas:-

Seminars/Conferences/Training Attended by
Corporate Governance/Risk Management and Internal Controls/Anti-Bribery & Corruption/ Environmental,
Social & Governance/Economics
Financial Institutions Directors' Education Programme ("FIDE") Core Programme (Bank):
Module A
(29 June 2020 – 2 July 2020)
(6 July 2020 – 9 July 2020)
Raja Noorma Binti Raja Othman
FIDE Core Programme (Bank): Module B
(13 July 2020 – 17 July 2020)
(20 July 2020 – 21 July 2020)
Raja Noorma Binti Raja Othman
AML/CFT & TPS – Compliance A Need to Protect Business
(18 August 2020)
Raja Noorma Binti Raja Othman
Strengthening Anti-Bribery & Corruption Practices in Vulnerable Areas
(26 August 2020)
Raja Noorma Binti Raja Othman
YTL Anti-Bribery & Corruption Online Training – Module II: Gifts, Hospitality and Entertainment
(August 2020)
Tan Sri (Sir) Francis Yeoh Sock Ping
Dato' Yeoh Seok Kian
Dato' Cheong Keap Tai
Dato' Yeoh Soo Min
Dato' Yeoh Seok Hong
Dato' Sri Michael Yeoh Sock Siong
Dato' Yeoh Soo Keng
Dato' Mark Yeoh Seok Kah
Dato' Ahmad Fuaad Bin Mohd Dahalan
Syed Abdullah Bin Syed Abd. Kadir
Faiz Bin Ishak
Raja Noorma Binti Raja Othman
Creating Social Impact in a Post-COVID World
(23 October 2020)
Dato' Yeoh Soo Min
YTL Foundation Scholar Induction Programme
(30 October 2020)
Dato' Yeoh Soo Min
FIDE Core Programme (Bank): Module B – Board Simulation
(9 December 2020)
Raja Noorma Binti Raja Othman
YTL Anti-Bribery & Corruption Online Training – Module III: Whistleblowing and Code of Conduct & Business Ethics
(December 2020)
Tan Sri (Sir) Francis Yeoh Sock Ping
Dato' Yeoh Seok Kian
Dato' Cheong Keap Tai
Dato' Yeoh Soo Min
Dato' Yeoh Seok Hong
Dato' Sri Michael Yeoh Sock Siong
Dato' Yeoh Soo Keng
Dato' Mark Yeoh Seok Kah
Dato' Ahmad Fuaad Bin Mohd Dahalan
Syed Abdullah Bin Syed Abd. Kadir
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Institute for Democracy and Economic Affairs (IDEAS) – Malaysia Outlook Conference 2021: "Bina Malaysia Bersama"
(2 – 4 February 2021)
Dato' Yeoh Soo Min
Herbert Smith Freehills Training series – Overview of Environmental, Social & Governance (ESG) and Sustainable Finance
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Leaps of Knowledge – Leap Episode H: Here to Make a Difference
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Dato' Yeoh Soo Min
Succeeding in the New Normal; Preparing for the Next Normal
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Tan Sri (Sir) Francis Yeoh Sock Ping
Dato' Yeoh Seok Kian
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Syed Abdullah Bin Syed Abd. Kadir
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Section 17A MACC Act and parallels with the UK offence and lessons learnt in the UK
(11 June 2021)
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Top 10 Issues for Boards in 2021: A Brave New World
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Tan Sri (Sir) Francis Yeoh Sock Ping
Dato' Yeoh Seok Kian
Dato' Cheong Keap Tai
Dato' Yeoh Soo Min
Dato' Yeoh Seok Hong
Dato' Sri Michael Yeoh Sock Siong
Dato' Yeoh Soo Keng
Dato' Mark Yeoh Seok Kah
Dato' Ahmad Fuaad Bin Mohd Dahalan
Syed Abdullah Bin Syed Abd. Kadir
Faiz Bin Ishak
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MIA Webinar Series – Auditor's Report, Audit Modifications, Going Concern and Other Matters Paragraph
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National Tax Conference 2020 – Navigating Tax Through Challenging Times
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MIA Webinar Series – Applying ISAs in A Pandemic Environment Including Implications of Going Concern
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National Tax Seminar 2020
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Qualcomm Smart Cities Accelerate 2020
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HSBC 2021 Investment Outlook: Capturing Opportunities on the Path to Recovery and Rebuilding
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HSBC 2021 Investment Outlook Southeast Asia: Recovery and Rebuilding
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Corporate Treasurer Week: Resilience Through Digitalisation
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MIA International Accountants Conference 2021
(8 – 10 June 2021)
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FinanceAsia – The Investor-Issuer Dialogue: Financing Climate Change
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Second CEO Action Network Meeting
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Leadership Energy Summit Asia 2020
(16 – 19 November 2020)
Dato' Yeoh Soo Min
YTL LEAD Conference 2020
(24 – 27 November 2020)
Tan Sri (Sir) Francis Yeoh Sock Ping
Dato' Yeoh Seok Kian
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TERMS OF REFERENCE
NOMINATING COMMITTEE ("COMMITTEE")

1. Primary Purposes
  1.1 To provide assistance to the Board of Directors ("Board") in overseeing the selection and assessment of Directors to ensure that the Board composition meets the need of YTL Corporation Berhad and its subsidiaries ("Group").
  1.2 To develop, maintain and review the criteria to be used in the recruitment process and annual assessment of Directors and the independence of Independent Directors.
  1.3 To recommend suitable candidate(s) for appointments to the Board and the Committee of the Board.
  1.4 To facilitate Board induction and training programmes.
   
2. Composition
  2.1 The Committee shall be appointed by the Board from amongst their number and shall comprise no fewer than three (3) members, all of whom must be Non-Executive directors, with a majority of them being Independent Non-Executive Directors.
  2.2 The members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Non-Executive Director.
  2.3 Members of the Committee may relinquish their membership in the Committee with prior written notice to the Company Secretary and may continue to serve as directors of the Company.
  2.4 In the event that the number of members is reduced below three (3), the Board shall appoint such new members as may be required as soon as practicable provided that the composition of the Committee shall meet the criteria set out in Clause 2.1 above.
   
3. Authority
  The Committee, in carrying out its duties and responsibilities, shall in accordance with the procedure determined by the Board and at the cost of the Company:->
  3.1 have the resources which are required to perform its duties;
  3.2 have full and unrestricted access to any information pertaining to the Company and the Group;
  3.3 be able to obtain independent professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary; and
  3.4 have access to the advice and services of the Company Secretary.
   
4. Functions and Duties
  The Committee shall, amongst others, discharge the following functions:-
  4.1 To formulate the nomination, selection and succession policies for members of the Board.
  4.2 To recommend to the Board suitable candidates for appointments, the re-appointments/re-election of Directors to the Board and any removals, and appointment of members of Board Committee established by the Board. In making its recommendation, the Committee should consider and assess the candidates' character, skills, knowledge, expertise and experience, professionalism, integrity, competence, commitment, contribution and time to effectively discharge his/her role as a director, and in the case of candidates for the position of independent non-executive directors, to evaluate the candidates' ability to discharge such responsibility/functions as expected from independent non-executive directors.
  4.3 Review annually the overall composition of the Board in terms of the appropriate size, mix of skills, experience and other qualities of the Board, the balance between executive directors, non-executive and independent directors, and other core competencies required.
  4.4 Assess annually the effectiveness of the Board and Board Committees as well as the contribution by each individual Director and Board Committee.
  4.5 Establish a set of quantitative and qualitative performance criteria to review and evaluate the performance of each member of the Board.
  4.6 Develop criteria to assess independence for application by the Board upon admission, annually and when any new interest or relationship develops.
  4.7 Establish a policy formalising Board's approach to boardroom diversity and ensure disclosure in the Annual Report its gender diversity policies.
  4.8 Facilitate and determine board induction and continuing education programmes to be provided for the Board in areas that would best strengthen their contributions to the Board.
   
5. Meetings
  5.1 The quorum for each meeting shall be two (2) members of the Committee including the Chairman. No business shall be transacted at any meeting of the Committee unless the quorum is present. The meeting of the Committee shall be governed by the provisions of the Company's Articles of Association relating to Board meetings unless otherwise provided for in this Terms of Reference.
  5.2 A member of the Committee may participate in a meeting by means of a telephone conference or video conference or any other means of audio-visual communications and shall be deemed to be present in person at the meeting and shall be entitled to vote or counted in a quorum.
  5.3 The Committee may at its discretion and as necessary, invite any Board member or any member of the Management within the Company/Group whom the Committee thinks fit to attend its meetings to carry out the Committee's responsibilities.
  5.4 The Committee shall meet at least once a year, although additional meetings may be called at any time at the discretion of the Chairman of the Committee. An agenda shall be sent to all members of the Committee and any other persons who may be required/invited to attend.
  5.5 Notwithstanding item 5.4 above, upon the request of any member of the Committee, the Chairman of the Committee shall convene a meeting of the Committee to consider any matter which should be brought to the attention of the Board.
  5.6 Where only two (2) members are competent to vote on a question in issue and there is an equality in vote, the resolution shall be deemed not to have been passed, whereupon the question in issue shall be tabled at the next meeting of the Committee or referred to the Board, whichever is more expedient.
  5.7 The Committee may deal with matters by way of circular resolution in lieu of convening a formal meeting.
  5.8 All recommendations and findings of the Committee shall be submitted to the Board for approval.
  5.9 The Committee may establish any regulations from time to time to govern its administration.
   
6. Minutes
  6.1 The Secretary shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated.
  6.2 Minutes of each meeting shall also be distributed to the members of the Committee.
  6.3 Minutes of the Committee's meetings will be made available to all Board members. A summary of significant matters and resolutions will be reported to the Board by the Committee.
  6.4 The books containing the minutes of proceedings of any meeting of the Committee shall be kept by the Company at the registered office of the Company and shall be opened to the inspection of any member of the Committee or the Board.
   
7. Secretary
  The Secretary to the Committee shall be the Company Secretary.

YTL Corporation Berhad (herein after referred to as "YTL") operates in the UK through several UK legal entities primarily across the Water and Hotel sectors. As a result of the Group's operational structures and the different divisions involved, not all UK entities are held by a single UK Holding company. Having said this, each company adopts the same philosophy and ensures that all its activities are of the highest legal and ethical standards.

This Tax Strategy for the year ended 30 June 2022 is provided in compliance with the requirements of paragraphs 16(2) and 19(2), Schedule 19 Finance Act 2016 and covers all YTL entities resident in the UK as listed in the Group's annual accounts, referred to as the "UK Group" in this policy.

YTL's attitude towards UK tax planning

The UK Group's approach to tax is fully aligned with YTL's overall objectives. The UK Group seeks to comply with the spirit and letter of UK tax legislation and claims all tax reliefs and allowances it is entitled to. The UK Group will consider reasonable tax planning opportunities which are in line with its risk appetite. As a general rule, the UK Group does not enter into complicated structures nor engages in any aggressive or artificial tax planning, as the UK Group does not believe it is the correct thing to do.

Due to the size and complexity of the UK tax system, tax is a complicated area and uncertainties will arise. Consistent with other business areas, the UK Group will seek external advice when required.

Approach to risk management and governance arrangements in relation to UK tax

The Finance Director for each member of the UK Group is ultimately responsible for the tax strategy and engages with relevant individuals across the UK Group to ensure the tax strategy is implemented and monitored. Board oversight over each member of the UK Group's tax policy is exercised by Board and the Audit Committee where one exists.

Due to the nature of the sectors YTL operates in the UK, the UK Group incurs significant capital expenditure. Consequently, obtaining tax relief on capital expenditure is a key factor affecting the UK Group. Other factors such as changes in tax legislation or changes in interpretations may also impact the amount of tax due by members of the UK Group.

The level of risk in relation to UK tax YTL is prepared to accept

The UK Group adopts a risk averse and cautious approach to tax. In addition, tax is included as part of the UK Group's risk assessment framework. The overall risk framework is monitored by members of the UK Group with regular updates provided to the relevant Board.

YTL's approach towards its dealing with HMRC

The UK Group has an open, regular and professional dialogue with all departments across HMRC. As part of its Large Business Directorate, HMRC has carried out a risk assessment for most members of the UK Group. The outcome of these risk reviews has always resulted in those entities being treated as low risk by HMRC. The UK Group is committed to maintain this low risk status in the long term.

Members of the UK Group outside of the HMRC large Business directorate have the same objective. All members of the UK Group believe that its approach to tax and early engagement with HMRC on any area of uncertainty are significant factors in maintaining this low risk rating.

Relevant members of the UK Group will also engage with HMRC on industry wide matters through its membership of industry bodies such as Water UK.

CODE OF CONDUCT & BUSINESS ETHICS
This Code of Conduct & Business Ethics sets out the acceptable general practices and ethics that guide the employees of the YTL Group of Companies ("YTL Group").
 
Conduct At The Workplace
 
1. Accountability
  1.1   All employees of the YTL Group are responsible for acting in accordance to the Core Values, policies and Code of Conduct of the YTL Group ("Code") and ensure compliance with the relevant laws, rules and regulations of the respective countries that the YTL Group conducts its business in.
  1.2   Any employee of the YTL Group who violates the Code is deemed to have committed a serious misconduct and may be subjected to disciplinary action, including dismissal, depending on the facts, severity and circumstances of each case. Any serious violations may also subject the individual employee to civil or criminal implications.
  1.3   All employees of the YTL Group are obliged to exercise all reasonable care in safeguarding the YTL Group's properties and assets, including for the avoidance of doubt, data and intellectual property against any loss, damage, misuse, illegal use and/or theft and are expected to use such resources for the YTL Group's business purposes.
   
2. Non-Discrimination
  2.1   The YTL Group maintains a policy of non-discrimination and greatly values and respects the diversity, cultural and religious differences of its employees.
  2.2   All employees of the YTL Group are expected to cooperate and support the YTL Group's vision of cultivating and maintaining a work environment that is free from discrimination and respectful of differences among employees.
  2.3   During the hiring process, candidates will also be evaluated based on their willingness to adhere to the vision, values and overall corporate culture of the YTL Group.
   
3. Business Communications
  3.1   All employees of the YTL Group are expected to exercise due care, diligence and etiquette in all work-related communications, be it in written form, verbal or otherwise, and to ensure that the contents are clear, truthful, courteous and accurate.
  3.2   The YTL Group exercises a no tolerance policy for any communications made by its employees over the course of business and/or using the YTL Group's resources that contain any material found to be discriminatory, defamatory, offensive, contains sexual connotations, pornographic, misleading and/or any other communications of a similar nature.
   
4. Record Keeping
  4.1   All employees of the YTL Group are to ensure that they undertake proper record keeping of all commercial arrangements, transactions, accounts, communications and information, particularly where it is required in law. Employees must never delete, destroy or discard any records without authorisation and particularly where it is to hide a wrongdoing or a mistake.
  4.2   Any falsification or improper alterations of records are strictly prohibited. This includes that an employee of the YTL Group should not be giving instructions to any other person, including colleagues and third parties, to prepare or approve false or misleading records to either hide the true nature of the records, or to achieve an improper purpose that will otherwise be in violation of any laws or policies of the company or the YTL Group.
  4.3   Any discrepancies or inaccuracies within a record must be immediately and properly resolved with appropriate corrections, including informing any related parties who need to know of such corrections.
   
5. Personal Data Protection Notice
  5.1   The YTL Group respects and is committed to the protection of employee's personal information and privacy. The Personal Data Protection Notice issued to employees explains how the YTL Group collects and handles employee information in accordance with the Malaysian Personal Data Protection Act 2010.
  5.2   All employees of the YTL Group, particularly employees who have access to personal data of any persons, whether employees, consultants, customers, suppliers, and/or any related party whereby personal data is processed and accessed, must not unlawfully use, access and/or revise such personal data for any purpose or reason. All employees are to ensure that such personal data processed within the YTL Group is protected at all material times and in compliance with the applicable laws.
   
6. Confidential and Proprietary Information
  6.1   The YTL Group greatly values and protects all confidential and proprietary information.
  6.2   Proprietary information includes but is not limited to emails, documents and all other files, electronic or otherwise, edited and/or stored on the YTL Group equipment and are considered to be the exclusive property of the YTL Group.
  6.3   All employees of the YTL Group are expected to exercise the highest possible standards of professionalism, ethics and integrity in order to protect the Group's confidential information, assets and standing and ensure the proper use of the same.
  6.4   Employees of the YTL Group may have access to confidential and proprietary information during their employment with the YTL Group. Such information cannot be shared, disclosed or utilised for personal gain or any other gain to any individual, business or third party entity, including family and friends, except where expressly approved by the relevant company under the YTL Group, required by law and/or reasonably necessary for the purposes of carrying out your duties under employment within the YTL Group. This obligation of non-disclosure is effective even after the termination of employment.
  6.5   Where such confidential and proprietary information needs to be disclosed to persons outside the YTL Group, the relevant parties are recommended to undertake all necessary measures to ensure that all confidential and/or proprietary information are sufficiently protected for instance through the execution of a non-disclosure agreement.
  6.6   The YTL Group reserves its right to take any and all appropriate action against previous or current employees who, whether directly or indirectly, breach the aforesaid obligation relating to the confidential and proprietary information of the YTL Group.
  6.7   In the event that you are unsure of what is permissible or non-permissible, you are advised to seek guidance from your head of department or the Human Resource Department.
 
Conduct in Business Ethics
 
7. Outside Employment
  7.1   Employees are hired on the premise that YTL is their primary employer and that any other employment or commercial involvement, even outside of working hours is strictly prohibited particularly where it conflicts with the interests of the YTL Group, unless express approval is obtained.
  7.2   Employees and managers are required to obtain written approvals from their head of department or Human Resources Department before participating in outside work activities. If you are already engaged in any outside employment, you are required to disclose and obtain approval from the Human Resource Department. Any approval given is at the sole discretion of the YTL Group and can be withdrawn at any time with or without prior notice, and the employee is required to immediately cease such outside employment, failing which the YTL Group is entitled to claim compensation for any unlawful profiteering as a result of any conflict of interest.
   
8. Conflicts of Interest
  8.1   All employees of the YTL Group are obliged to act solely in the best interests of the Group at all times.
  8.2   All employees of the YTL Group are not permitted to:-
    a.     engage, either directly or indirectly, in any act or practice that conflicts with, or appears to conflict with, the interests of the YTL Group, even in their own time;
    b.     solicit or create business opportunities for themselves or anyone related to them in the course of their employment with the YTL Group, particularly where it is a conflict of interests with the YTL Group unless otherwise approved by executive director(s) of the YTL Group;
    c.     abuse their employment position in any manner to bring any personal, financial or other advantage for themselves or their relatives which is contrary to their employment and interests of the YTL Group; or
    d.     use of any of the YTL Group's assets, data, intellectual property or resources, or abusing any loopholes in the YTL Group's process and procedures for personal interests and gain.
  8.3   A conflict of interest may arise where:-
    a.     an employee has a personal relationship or financial or other interest that would or could potentially interfere with his existing obligations or exercise of judgment in decision making as an employee of the YTL Group; or
    b.     where a supervisor or a person in a position to determine the remuneration and/or promotion of a subordinate is in a personal, romantic or intimate relationship with the subordinate.
  8.4   All employees of the YTL Group are obliged to disclose and report in writing as soon as practically possible concerning all potential and real conflicts of interest, stating in detail the facts, nature and extent of the conflict. This written report should be made either to the employee's immediate supervisor(s) and/or executive director(s).
  8.5   All employees of the YTL Group must take prompt action in eliminating the said conflict if requested to do so by the YTL Group. The YTL Group has the sole discretion in determining the nature of conflict of interests and the next steps or disciplinary action to be taken in relation to it.
  8.6   Where it is found that an employee of the YTL Group is engaged in any activity that is in conflict of interests with the YTL Group which provides personal and monetary gain, whether directly or indirectly, particularly where it is at the expense and loss of the YTL Group, the YTL Group is entitled to claim compensation for such unlawful profiteering from the conflict of interest, which may include deduction of the employee's salary until such payments are repaid in full or legal action against the employee.
  8.7   External Board Membership:

Employees of the YTL Group are allowed to serve on the boards of government agencies or bodies and/or incorporated or unincorporated entities outside the YTL Group only under exceptional circumstances, provided that prior written approval has been obtained from the said employee's immediate supervisor or executive director. The exception to this is where such board appointments relate only to businesses or entities that were formed by non-profit organisations, such as social or community-related clubs or associations.
  8.8   Political Activities:
   
    a.     All employees of the YTL Group have the right to participate as individuals in the political process of their local jurisdiction provided that all acts pertaining to the same are carried out entirely of the employee's own volition, in his/her own time and using his/her own resources. The employee must ensure at all times that such activities will and do not have any impact on his/her performance at the workplace.
    b.     The employee must ensure that his/her political views are clearly communicated as his/her personal political views and that it is not reflective of the position adopted by the YTL Group and/or any of the companies under the YTL Group, if any.
    c.     If any employee of the YTL Group has any interest or intends to hold any key position as an office bearer in any political party, this interest or intention must first be disclosed to his immediate supervisor and head of department.
    d.     Any director of any company under the YTL Group who has any interest or intends to hold any key position as an office bearer in any political party must disclose such interest or intention to the executive directors of YTL Corporation Berhad.
    e.     Employees of the YTL Group are not permitted to endorse any political act, activity and/or event or political donation using the YTL Group's name, reputation and/or connections.
   
9. Insider Trading
  9.1   Any employee of the YTL Group who is in possession of market sensitive information is prohibited from trading in the securities of the listed companies of the YTL Group or any other listed company if that information has not been made public. Foreign laws on insider trading may apply where the information concerns companies listed outside of Malaysia.
  9.2   This prohibition extends to any act of disclosing the insider information to another person, including family members and friends, if the employee knows or reasonably knows that the other person would make a trade in reliance on that information, even if the employee does not derive any direct economic benefit from the trade.
  9.3   Under the Capital Markets and Services Act 2007 ("CMSA"), an "insider" refers to a person who possess information that is not generally available and which, upon it becoming generally available, would have a material effect on the price or the value of securities.
  9.4   The scope of information is wide and includes inter alia:
    a.     matters of supposition and other matters that are insufficiently definite to warrant being made known to the public;
    b.     matters relating to the intentions or likely intentions of a person;
    c.     matters relating to negotiations or proposals with respect to commercial dealings or dealing in security;
    d.     information relating to the financial performance of the YTL Group;
    e.     information that a person proposes to enter into, or has previously entered into one or more transactions or agreements in relation to securities or has prepared or proposes to issue a statement relating to such securities; and
    f.     matters relating to the future.
  9.5   Employees are encouraged to consult with his or her manager or supervisor if they are uncertain of the status and nature of the information they possess.
   
10. Anti-Bribery & Corruption
  10.1   The YTL Group is determined to maintain a work environment where trust is of paramount importance.
  10.2   All employees of the YTL Group are required to adhere to the Anti-Bribery & Corruption (ABC) Policy which clearly sets out the Company's policies in various matters that relate to bribery and corruption.
  10.3   All companies under the YTL Group, and/or their employees shall refrain from offering, promising, giving, demanding or receiving anything of value to them in the form of bribes and/or any other improper gratification.
  10.4   All employees of the YTL Group must refrain from any acts of bribery which takes the form of offering, promising, giving, demanding or receiving anything of value to anyone in the form of bribes, kickbacks and/or any other improper gratification (including gifts, hospitality and entertainment) to improperly influence the outcome of any transaction, whether it is for their own personal benefit or for the benefit of the YTL Group.
  10.5   The YTL Group strictly does not tolerate any bribes given for purposes of obtaining or retaining business for the YTL Group or provides an advantage to the businesses of the YTL Group. The YTL Group does not tolerate any such acts of bribery even in a personal capacity.
  10.6   "Gratification" shall have the meaning defined in the Malaysian Anti-Corruption Commission Act 2009 which includes but not be limited to anything of monetary and non-monetary value or benefit to the person. Gratification can be money, donation, gift, loan, fee, reward, valuable security, property or interest in property, movable or immovable property, financial benefit, office, dignity, employment, contract of employment or services, agreement to give employment or render services in any capacity, any offer, undertaking or promise, whether conditional or unconditional, of any gratification, including favours or promise not to do something which is of value or beneficial to the recipient. Gratification does not have to be directly received by the employee, but it can also be received by anyone related to the employee that is beneficial, of value or advantageous to the employee.
  10.7   Any gifts to be given by employees of the YTL Group to any third parties, if at all, must only be under circumstances which are approved by the employee's head of department or Human Resource Department. It should only be a token gift either for purposes of expressing appreciation or for customary and festive purposes. Such gifts should not at any material time, be given with the intention of obtaining any favour or hopes of retaining business or undue influence for obtaining future business from the recipient of the gifts.
  10.8   The YTL Group recognises that the practice of giving and receiving gift varies between countries, regions, cultures, and religions, so the definitions of what is acceptable and not acceptable will inevitably differ for each. When dealing with public officials, employees of the YTL Group should ensure that any giving or receiving of gifts do not relate to, in any form whatsoever, the public official's official dealings or public duty. At all material times, employees are to ensure compliance with laws of their respective jurisdictions, and the higher standard will be applicable to all employees to avoid non-compliance of any laws on anti-bribery which may be applicable to the YTL Group as a whole. "Public officials" are defined as any person who is a member, an officer, an employee or a servant of a public body.
  10.9   In respect of any gifts, hospitality or entertainment in the commercial context:-
    a.     The intention behind giving or receiving the gift, hospitality or entertainment must always be considered first. It should never be for an improper motive to obtain or retain a business, or to obtain some form of benefit or advantage, whether it is for the business or for the individual employee;
    b.     If an employee is unsure of how to consider the motive behind any gifts, hospitality or entertainment offered, the employee must always disclose and refer the matter to the immediate supervisor or head of department to obtain advice and also approval before proceeding;
    c.     All employees of the YTL Group are not allowed to give or receive any gratification, gifts, hospitality or entertainment where it is for an improper purpose and can be deemed as a gratification, regardless of whether it is to benefit the employee individually or to benefit the business of any of the YTL Group;
    d.     An employee must obtain prior clearance and approval from the immediate supervisor and/or head of department before giving or receiving any gifts to any person which is not of any improper motive;
    e.     Where any gift is not improper and received before prior approval can be obtained, an employee must always disclose such gifts to the immediate supervisor and/or head of department, regardless of the value;
    f.     Where it is difficult or inappropriate to decline the offer of a gift (i.e. when meeting with an individual of a certain religion/culture who may take offence), the gift may be accepted but it must be declared and surrendered to the employee's immediate supervisor and/or head of department, who will assess the relevant circumstances and take the necessary steps, including returning the gift on the employee's behalf, where appropriate or required to do so.
  10.10   Any employee of the YTL Group that breaches any of the above rules will be subject to disciplinary action as stated in the ABC Policy.
   
11. Anti-Money Laundering
  11.1   "Money laundering" concerns the process of engaging with and/or concealing, directly or indirectly, the identity of the proceeds of illegal activities or converting the illegal proceeds to a legitimate source of income or asset.
  11.2   All employees of the YTL Group are prohibited from dealing in any money laundering activities and must comply with the applicable anti-money laundering laws.
  11.3   In the event that any employee has a reasonable suspicion of money laundering activities being conducted as part of the YTL Group's business, employees are expected to alert their immediate manager or supervision to the same.
   
12. Whistleblowing
  12.1   The Company encourages employees to raise genuine concerns, including the reporting of unlawful, unethical or questionable behaviour, in confidence and without risk of reprisal.
  12.2   The policy covers, but is not limited to:
    a. Abuse of Power;
    b. Bribery;
    c. Breach of laws and statutory requirements;
    d. Criminal Activity;
    e. Conflict of Interest;
    f. Danger to health and safety or the environment;
    g. Sexual harassment;
    h. Fraud;
    i. Unauthorised and intentional overpayment to suppliers or under any contract;
    j. Misuse of any property belonging to the YTL Group;
    k. Gross negligence;
    l. Theft or embezzlement; and/or
    m. Non-compliance with YTL Group (or any company under the YTL Group) policies, including cover-up of any of the above in the workplace.
  12.3   If any employee of the YTL Group has concerns about any of the matters set out above or that the integrity of the YTL Group is being compromised in any other way, the employee should bring this to the attention to the Whistleblowing Channel as set out in the established Whistleblowing Policy, which includes the line manager, head of department, Human Resource Manager, Internal Audit or Legal.
  12.4   The YTL Group does not tolerate retaliation against employee for any genuine reports made in relation to any commission of misconduct as stated above by any employee of the YTL Group.
  12.5   All employees of the YTL Group must exercise sound judgment to avoid baseless allegations. The YTL Group does not tolerate use or abuse of the whistleblowing channel with the intention to scandalise. Employees who intentionally file false reports will be subjected to disciplinary action and possible termination.
  12.6   External parties may submit any genuine whistleblowing reports with reasonable grounds or suspicion with evidence by email to legalabc@ytl.com.my.
 
Conduct in Public
 
13. Responsible Corporate Citizenship
  13.1   The YTL Group conducts its businesses ethically, honestly, and in compliance with the laws and regulations of the respective countries that it conducts its businesses in.
  13.2   The YTL Group is committed to being a responsible employer and a good corporate citizen in line with our vision and values.
  13.3   All YTL Group activities including the sourcing, distribution, sale, repair and end of life treatment of products, must be conducted with respect and in consideration of issues relating to legal rights, health and safety, and the environment.
   
14. Distribution and Group's Bulletin Boards
  14.1   All employees of the YTL Group cannot distribute non-YTL Group related materials during their working hours and on the YTL Group's premises.
  14.2   Bulletin boards are to be used purely for the YTL Group's related announcements and related activities.
  14.3   The acts of solicitation and/or distribution of any materials relating to the sale of any goods or services unrelated to the YTL Group's business is strictly prohibited anywhere on the Group's premises.
   
15. Social Media Policy
  15.1   Employees of the YTL Group are a representative of the YTL Group at all times and are prohibited from bringing the YTL Group's (and each of the companies under the YTL Group) name and reputation into disrepute.
  15.2   All employees of the YTL Group are reminded that any messages or posts made online are presumed to be public and permanent. Online messages or posts can be copied, forwarded or subpoenaed and the original publisher will have no control over the ultimate use, distribution and/or publication of the message or post. As such, all employees are strongly encouraged to exercise discretion at all times when using and publishing on online platforms.
   
16. Press Release and Public Statements
  16.1   All queries and/or requests made by members of the third party media outlets are to be directed to the Group Company Secretary or Group Legal Counsel of YTL Corporation Berhad to ensure that a consistent and professional approach is adopted when addressing all external media queries.
  16.2   All employees of the YTL Group are not permitted to make any public releases or public statements on behalf of the YTL Group, or any of the companies within the YTL Group, whether orally, in writing or otherwise, without having obtained prior written approval from their executive director.
   
17. Business Associates
  17.1   The YTL Group works with a vast network of business associates and partners across the region. Whilst they are not employees of YTL Group, we expect them to have policies and principles consistent with the ABC Policy in all their business dealings whether with the YTL Group, on behalf of YTL Group, or any business dealings which are related to the YTL Group.
  17.2   YTL Group has zero tolerance of business associates and partners who do not conduct themselves in accordance to the principles of the ABC Policy where it brings disrepute or legal implications to the YTL Group. Any non-compliance with the principles of the ABC Policy by business associates and partners may lead to the review and/or termination of any agreement with such parties.
Anti-Bribery & Corruption Policy
This Anti-Bribery & Corruption (ABC) Policy is to further enforce the YTL Group Code of Conduct & Business Ethics to ensure that employees understand their responsibilities in compliance with the YTL Group's zero tolerance for bribery and corruption within the organisation.

Contents

1.Bribery and Implications
2.Definitions
3.Public Officials & Government Dealings
4.Gifts, Hospitality and Entertainment
5.Facilitation Payments
6.Donations, Sponsorships & Charitable Contributions
7.Tender Process
8.Record Keeping & Training
9.Compliance with the Law
10.Third Parties & Agencies
11.Violation of The ABC Policy
12.Reporting for Violations of Policy & Whistleblower Rights
13.Compliance and Review of the Policy
1.0 INTRODUCTION

Directors' remuneration which rewards individuals for performance while contributing to the long-term success of the Group is essential in promoting business stability and growth.

The main objective of this policy is to serve as a guide to determine the level and composition of remuneration of Directors and Senior Management which take into account –

  • the Company's desire to attract and retain the right talent in the Board of Directors ("Board") and Senior Management to drive the Company's long-term objectives;
  • encourage and build sustainable value creation for the Company and the Group by aligning the interests of management with the interests of shareholders and other stakeholders; and
  • build succession for critical executive directors and senior management roles within the organisation
 
2.0 SCOPE OF COVERAGE

This policy applies to the Directors of the Company (includes Executive Directors and Non-Executive Directors) and Senior Management of the Group, as a whole.

"Executive Director" refers to a Director who assumes management responsibilities in the Company.

"Non-Executive Director" refers to a Director who does not fall under the definition of Executive Director.

"Senior Management" refers to key senior management as disclosed in the annual report of the Company.

 
3.0 REMUNERATION FOR NON-EXECUTIVE DIRECTORS
 
3.1 Basis of remuneration

Non-Executive Directors' remuneration shall take into consideration fee levels and trends for similar positions in the market in comparable organisations, whether in size, industry and/or complexity, their performance as indicated by the annual evaluations carried out by the Board and Nominating Committee as well as the Group's overall performance.

 
3.2 Remuneration components
The proposed remuneration of the Non-Executive Directors is to be made up as follows:
(i)

Directors' Fees comprising a base fee and fee for membership in Board Committees;

and

(ii)

other benefits in the form of meeting allowance payable in cash.

The remuneration of Non-Executive Directors shall be by a fixed sum and not by a commission on or percentage of profits or turnover.

The fees and benefits payable to the Non-Executive Directors shall be put for approval of the shareholders at a general meeting on an annual basis.

Non-Executive Directors may be remunerated with share options granted under the ESOS referred to in 4.2(v) of this policy, subject to the terms and conditions set out in the By-Laws of the ESOS.

 
4.0 REMUNERATION FOR EXECUTIVE DIRECTORS AND SENIOR MANAGEMENT
 
4.1 Basis of remuneration

Executive remuneration is emphasised on performance, linking total compensation directly to the achievement of organisational and individual performance goals, and gives consideration to the equitability, retention and market competitiveness and its remuneration practices.

 
4.2 Compensation mix and components

Remuneration packages for Executive Directors and Senior Management comprise a balance of fixed and performance-linked variable elements as indicated below:

(i)

Fixed pay

This comprises basic monthly salary and Employee Provident Fund contributions.

Base salaries are reviewed annually, taking into account consumer price index, market wage adjustment levels, individual's performance, responsibilities, qualifications and the experience that the Executive Director/Senior Manager brings to the role. Salary increments will also take into consideration market trends, the performance of the Group and other factors deemed appropriate.

Salaries of Executive Directors may not include a commission on or percentage of turnover.

Performance linkage
Base salary adjustment is linked to the performance of each Executive Director/Senior Manager.

(ii)

Benefits in kind/Perquisites

Benefits programme provided may include medical benefits, insurance coverage, a fully expensed car, company driver, petrol allowance, living accommodation, club membership, mobile devices, internet subscriptions, telephone allowances and other business expense allowances or claimable benefits.

(iii)

Short term incentive:

  • Variable Bonus

Variable bonus payments are paid wholly in cash. The variable bonus incentivises and rewards individuals for their performance, efforts and achievement subject to corporate performance targets measured based on a holistic balanced approach comprising both financial and non-financial targets that support the Group's strategy.

The variable bonus awarded to each Executive Director/Senior Manager will be determined based on individual performance, contribution and performance appraisal outcomes.

Performance linkage
The objectives of the variable bonus payments are aligned to –

  • the achievement of the Group, determined based on quantitative and qualitative targets, and
  • individual performance contribution and performance appraisal outcomes.

(iv)

Share-based long term incentive:

  • Employee Share Option Scheme ("ESOS")

The scheme facilitates direct participation in the equity of the Company, thereby providing motivation to contribute to the growth of the Group through an enhanced sense of belonging, and providing valuable incentive of ownership.

Eligibility, basis of allocation, maximum allowable allocations and vesting period are governed under the By-Laws for the ESOS which is administered by the Options Committee set up by the Board.

All allocations by the Options Committee under the ESOS must be verified by the Audit Committee of the Board as being in compliance with the criteria set out in the ESOS By-Laws.

 
5.0 REVIEW PROCEDURES
 
5.1 Each Director shall abstain from deliberations and voting on decisions in respect of his/her individual remuneration. No senior manager shall be involved in any decisions as to his/her own remuneration outcome.
 
5.2 In determining the total remuneration package of each Executive Director and Senior Manager, the Remuneration Committee may consult with the Executive Chairman and/or Managing Director, as appropriate and empowered to make such quantitative and qualitative or strategic measures of performance as deemed fit, and exercise independent judgement and discretion in reaching its recommendations.
 
5.3 The Remuneration Committee should ensure that remuneration and incentives for Independent Directors do not conflict with their obligation to bring objectivity and independent judgement on matters discussed at Board meetings.
 
6.0 REVIEW OF THIS POLICY
The Remuneration Committee shall review and assess the effectiveness and continued relevance of this Policy periodically. Any revisions to the Policy as recommended by the Remuneration Committee will be submitted to the Board for consideration and approval.
 
 
This policy, which was reviewed by the Remuneration Committee, was adopted by the Board on 30 September 2020
TERMS OF REFERENCE
REMUNERATION COMMITTEE ("RC")
 
1 Primary Purposes
 
  1.1 To assist the Board of Directors ("Board") of the Company in the development and implementation of the framework, policy and procedures on the remuneration of the Directors and senior management.
 
  1.2 To assist the Board in ensuring that the remuneration policy and procedures put in place is fair and implemented through a transparent and independent process.
 
  1.3 To review and recommend to the Board for approval the remuneration packages of Directors and senior management.
 
 
2 Composition
 
  2.1 The RC shall be appointed by the Board and comprise no fewer than three (3) Board members, all of whom must be Non-Executive Directors, with a majority of them being Independent Non-Executive Directors.
 
  2.2 The chairman of the RC shall be appointed by the Board and must be an Independent Non-Executive Director. In the absence of the RC chair, the remaining members present shall elect one of themselves to chair the meeting who would qualify under these terms of reference to be appointed to that position by the Board.
 
  2.3 Members of the RC may relinquish their membership in the RC with prior written notice to the Company Secretary and may continue to serve as Directors of the Company.
 
  2.4 In the event of any vacancy in the RC resulting in number of members being reduced to below the minimum number prescribed in paragraph 2.1 above, the Board shall fill the vacancy within three (3) months.
 
3 Authority
 
 

In carrying out its duties and responsibilities, the RC shall -

  3.1 have the resources required to perform its duties;
 
  3.2 have full and unrestricted access to any information pertaining to the Company and the Group;
 
  3.3 be able to draw advice and/or enlist the professional services of experts it considers necessary; and
 
  3.4 have access to the advice and services of the Company Secretary
 
4 Duties and Responsibilities
 
 

The RC shall be responsible for carrying out the duties detailed below for the Company and the group as a whole, as appropriate:

  4.1 Develop and agree on the remuneration policy and procedures with the Board, including the fee structure and level of remuneration for Executive Directors of the Board and senior management.
 
  4.2 Review and recommend to the Board on the remuneration of Non-Executive Directors, particularly on whether the remuneration remains appropriate to each Director's contribution by taking into account the level of expertise, commitment and responsibilities undertaken.
 
  4.3 Review and recommend to the Board on the total individual remuneration package for Executive Directors and senior management personnel including, where appropriate, bonuses, incentive payments within the terms of the agreed remuneration policy and based on individual performance
 
  4.4 Ensure that no Director or senior manager is involved in any decisions as to their own remuneration outcome.
 
  4.5 When recommending incentive schemes/plans (equity or non-equity based), to ensure that the linkage between pay and performance is robust.
 
  4.6 Review the ongoing appropriateness and relevance of the remuneration policy and procedures to ensure that they are in line with the risk strategy and corporate values of the Company.
 
  4.7 Review, if any, the compensation commitments or severance payments for Executive Directors and senior management in the event of early termination of the employment or service contracts.
 
  4.8 Oversee the qualitative and quantitative disclosures of remuneration made in the annual report and notice to general meetings.
 
  4.9 Make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
 
  4.10 Provide clarification to shareholders during general meetings on matters pertaining to remuneration of Directors and senior management as well as the overall remuneration framework of the Company.
 
5 Meetings
 
  5.1 The quorum for the RC meeting shall be two (2) members. No business shall be transacted at any meeting of the RC unless the quorum is present. The meeting of the RC shall be governed by the provisions of the Company's Constitution relating to Board meetings unless otherwise provided for in these terms of reference.
 
  5.2 A member of the RC may participate in a meeting by means of a telephone conference or video conference or any other means of audio-visual communications and shall be deemed to be present in person at the meeting and shall be entitled to vote or counted in a quorum.
 
  5.3 The RC may, at its discretion as and when appropriate, invite the Managing Director, the head of human resources, external advisers or other individuals to attend all or part of any of its meetings to carry out its responsibilities.
 
  5.4 The RC shall meet at least once a year and at such other time(s) as it deems necessary to fulfil its responsibilities. An agenda shall be sent to all members of the RC and any other persons who may be required or invited to attend.
 
  5.5 Each member of the RC is entitled to one (1) vote in deciding the matters deliberated at its meeting. The decision that gained the majority votes shall be the decision of the RC. In the event of an equality of votes, the chairman of the RC shall be entitled to a second or casting vote.
 
  5.6 The RC may deal with matters by way of resolutions in writing. A resolution in writing signed by a majority of the members of the RC for the time being shall be as valid and effectual as if it had been passed at a meeting of the RC duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one (1) or more RC members. The expressions "in writing" or "signed" include approval by legible confirmed transmission by facsimile or other forms of electronic communications.
 
  5.7 All recommendations and findings of the RC shall be submitted to the Board for approval.
 
  5.8 The RC may establish any regulations from time to time to govern its administration.
 
6 Minutes
 
  6.1 The Secretary shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the RC. Such minutes shall be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated.
 
  6.2 Minutes of each meeting shall be distributed to the members of the RC.
 
  6.3 Minutes of the RC's meetings will be made available to all Board members. A summary of significant matters and resolutions will be reported to the Board by the RC.
 
7 Secretary
 

The Secretary to the RC shall be the Company Secretary.