GOVERNANCE Sect ion 04 Annual Report 2022 107 CORPORATE GOVERNANCE OVERV I EW STATEMENT SUSTAINABILITY Ranhill adopt a progressive stance in sustainability governance by reviewing and strengthening Ranhill’s sustainability governance structure from time to time. In recent years, Ranhill bolstered its sustainability governance and maintain the top-down approach to ensure effectiveness in embedding sustainability in Ranhill business strategy, management and daily operations. The Board continues to have oversight on sustainability direction and matters. The Board has delegated to the Audit Committee (“AC”) to develop and formulate sustainability strategies, policies, targets, and statements for the Group. AC will provide regular updates to the Board on the Sustainability and Economic, Social, and Governance (“ESG”) concerning the Group for Board to keep abreast with ESG-related issues. The Sustainability & ESG unit and Sustainability Working Group Committee are headed by the Executive Director and Chief Operating Officer and comprise key senior management of the Group to assist AC in coordinating the implementation of and reporting the progress of sustainability strategy, targets, and performance within the Group. More information on sustainability can be found in the CG Report, Sustainability Statement section in this Annual Report and Sustainability Report separately issued which is available on the Company’s website and Bursa’s website. BOARD CHARTER The Board has adopted a formalised Charter which spells out the roles and responsibilities of Directors in discharging their fiduciary duties towards the Group. The Charter also provides for Board balance and composition, the Board’s authorities, the schedule of matters reserved for the Board, the establishment of Board Committees and its terms of reference, processes and procedures for convening Board meetings, the Board’s assessment and review of its performance, compliance with ethical standards, Board’s access to information and advice and declarations of conflict of interest. The Charter also provides for matters which the Board may delegate to the Board Committees members and management to undertake and execute. The Board Charter is in compliance with the Companies Act 2016, MCCG 2021, and the Bursa Malaysia Main Market Listing Requirements (“BMLR”). The Charter and its Board Committees’ terms of reference are available on the website at www.ranhill.com.my. FORMAL SCHEDULE OF MATTERS RESERVED FOR THE BOARD There is a formal schedule of matters reserved for the Board except if it chooses to delegate authority to its respective Board Committees or Senior Management. In addition to matters required by law to be approved by the Board, the following summarised the powers reserved to the Board for its decision: • approval of strategic and corporate plans; • approval of annual budgets, including major capital commitments; • approval of material acquisitions and disposals of undertakings and assets; and • changes to the management and control structure within the Company and its subsidiaries, including key policies and delegated authority limit.
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