GOVERNANCE 04 Sect ion Ranhi ll Ut i l i t i es Berhad 110 CORPORATE GOVERNANCE OVERV I EW STATEMENT BOARD ACTIVITIES AND TASKS IN FY2022 The Board has met eight (8) times during FY2022. The salient proposals/agenda of the Board and Board committees that were discussed, considered, reviewed, and approved in FY2022 are summarised in the table below :- Financial and Operations • Group financial and operational performance against budget and cash flow, business performance review includes operational KPIs and Company’s tax strategy. • Financing needs and funding, borrowing and security for operations and secured project / contract / tender funding purposes such as corporate guarantee, Sukuk issuance and bank borrowings. • Audited Financial Statements of the Group and the Reports of the Directors and Auditors for the financial year ended 31 December 2021. • Declaration of dividends, including Dividend-in-Specie. • Performance Bonus and Annual Salary Increment. • Declaration on the solvency statement in respect of Share Buy-Back (“SBB”). • External Auditors’ Plan for the financial year ending 31 December 2022. • Audit Results for the financial year ended 31 December 2021 by the external auditors. • Quarterly reporting includes unaudited results, recurrent related party transactions, disclosures updates in relation to any agreement, arrangement, joint venture, memorandum of understanding or collaboration for the purpose of bidding for or securing a project or contract (“Ventures”). Strategic Plans and Investments • Evaluate and consider the Company and/or Group’s strategic business, business ventures and/or investment, locally and abroad as well as proposals proposed by Management. Post monitoring of the performance of project/contract tender of the Group through status updates report presented by Management to Board in the meeting. • Annual Business Plan and Budget for FY2023 and the strategies towards achieving the forecast. Corporate Governance and Compliance • Revision of the Board Charter arising from the findings in the Gap Analysis Report on Adequate Procedure Guidelines of Section 17A of the MACC Act 2009 including the proposals on the amendments of Terms of Reference (“ToR”) of the Governance and Risk Management Committee (“GRMC”); Code of Conduct and Business Ethics (“CCBE”) P&P; Whistleblowing Policy; and the new CRMP. • Revision of the ToR of the Audit Committee (“AC”) to be in line with the changes to the Listing Requirements/MCCG 2021. • Revision of the ToR of AC and GRMC due to delegation of the role of monitoring ESG matters to AC from GRMC. • Appointment of directors and review of the composition of Board committees. • Review the tenure of independent directors and the AC terms of appointment. • Evaluation of the performance of External Auditors and Internal Auditors. • Annual Board Evaluation Assessment. • Annual Report and matters relating to the AGM 2022. • Senior Management succession planning. • Directors’ Fit and Proper Policy. Sustainability and Risk Management • Risk management and internal controls as detailed in the Statement of Risk Management and Internal Control of this Annual Report. • Revision of the risk matrix for the risk management policy and procedures. • Quarterly reporting on Ranhill’s Sustainability updates.
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