TAN SRI DATO' (DR) FRANCIS YEOH SOCK PING
Malaysian, male, aged 66, was appointed to the Board on 6 April 1984 as an Executive Director and has been the Managing Director of the Company since April 1988 till 29 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 63, was appointed to the Board on 24 June 1984 as an Executive Director. He has been 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 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 72, 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 64, 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 is a member of the Advisory Council for Action Learning, Asia School of Business, and also 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, IJN Foundation and Women's Leadership Centre, University Kebangsaan Malaysia. 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 61, 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. 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. He was the project director responsible for the development and the construction of the two Independent Power Producer power stations owned by YTL Power Generation Sdn Bhd. His other achievements include the construction of the Express Rail Link between the Kuala Lumpur International Airport and the Kuala Lumpur Sentral Station. He is also responsible for developing the power and utility businesses of the YTL Power International Berhad Group and the building of the fourth generation (4G) network by YTL Communications Sdn Bhd, where he serves as the Managing Director. 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.
DATO' SRI MICHAEL YEOH SOCK SIONG
Malaysian, male, aged 60, 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 57, was appointed to the Board on 16 May 1996 as an Executive Director. She graduated with a Bachelor of Science (Hons) in Civil Engineering from Leeds University, United Kingdom in 1985. She started her career as the project director for the construction of the British High Commissioner's residence, Kuala Lumpur; the Design & Build of the National Art Gallery in Kuala Lumpur and the Selangor Medical Centre in Shah Alam. She was also in charge of a few turnkey projects such as the construction and completion of Yeoh Tiong Lay Plaza, Pahang Cement plant in Pahang and Slag Cement plants in Selangor and Johor. She heads the sales and marketing of the mobile internet of YTL Communications Sdn Bhd. She is also the purchasing director responsible for bulk purchases of building materials and related items for the construction, hotels and resorts, and property development divisions of the YTL Group. She is instrumental in the sales and marketing of cement and related products for YTL Cement Berhad and Perak-Hanjoong Simen Sdn Bhd. She was the Chairman of Cement and Concrete Association from year 2013 to 2015. She is also a director 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. She is actively engaged in community work and is currently President of the Federal Territory Kuala Lumpur Branch of the Girl Guides Association Malaysia, and member of the board of the World Scout Foundation and YTL Foundation.
DATO' MARK YEOH SEOK KAH
Malaysian, male, aged 55, 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 70, 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 and 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 66, 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 Bursa Malaysia Securities Berhad and YTL e-Solutions Berhad.
FAIZ BIN ISHAK
Malaysian, male, aged 62, 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 graduated from the Association of Chartered Certified Accountants (ACCA) in the United Kingdom in 1982. He was admitted as associateship and fellowship of the association in 1993 and 1998 respectively.
He served in various posts in The New Straits Times Press (M) Berhad since 1982 and was appointed as the Managing Director in 1999 till 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. Encik Faiz is presently a business entreprenuer in retail food and beverage. He also serves on the boards of YTL Power International Berhad and Transocean Holdings Bhd, both listed on the Main Market of Bursa Malaysia Securities Berhad.
RAJA NOORMA BINTI RAJA OTHMAN
Malaysian, female, aged 61, 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 ("CIMB London") 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 Head of CIMB London and 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 both industry and client coverage banker. At JP Morgan, she originated and executed several transactions involving corporate advisory, equity and debt capital markets, private equity, cross border mergers and acquisitions as well as initial public offerings. She also served in other financial institutions and corporations including Telekom Malaysia Berhad, where she was a board member of several of their overseas ventures. The last position she held at Telekom Malaysia Berhad was as Head of Corporate Finance. Puan Raja Noorma Othman also holds directorships in Hong Leong Financial Group Berhad, a company listed on the Main Market of Bursa Malaysia Securities Berhad and Hong Leong Investment Bank Berhad. Effective from February 2020, she is appointed as 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.
DETAILS OF ATTENDANCE OF DIRECTORS AT BOARD MEETINGS
During the financial year, a total of 5 Board meetings were held and the details of attendance are as follows:-
|Tan Sri Dato' (Dr) Francis Yeoh Sock Ping||5|
|Dato' Yeoh Seok Kian||5|
|Dato' Cheong Keap Tai||5|
|Dato' Yeoh Soo Min||5|
|Dato' Yeoh Seok Hong||4|
|Dato' Sri Michael Yeoh Sock Siong||5|
|Dato' Yeoh Soo Keng||5|
|Dato' Mark Yeoh Seok Kah||4|
|Dato' Ahmad Fuaad Bin Mohd Dahalan||5|
|Syed Abdullah Bin Syed Abd. Kadir||5|
|Faiz Bin Ishak||5|
|Raja Noorma Binti Raja Othman
(Appointed on 5 September 2019)
|1.||Family Relationship with Director and/or Major Shareholder|
Tan Sri Dato' (Dr) Francis Yeoh Sock Ping, Dato' Yeoh Seok Kian, Dato' Yeoh Soo Min, Dato' Yeoh Seok Hong, Dato' Sri Michael Yeoh Sock Siong, Dato' Yeoh Soo Keng and Dato' Mark Yeoh Seok Kah are siblings. Puan Sri Datin Seri Tan Kai Yong @ Tan Kay Neong who is a deemed major shareholder of the Company, is the mother of Tan Sri Dato' (Dr) Francis Yeoh Sock Ping, Dato' Yeoh Seok Kian, Dato' Yeoh Soo Min, Dato' Yeoh Seok Hong, Dato' Sri Michael Yeoh Sock Siong, Dato' Yeoh Soo Keng and Dato' Mark Yeoh Seok Kah. Save as disclosed herein, none of the Directors has any family relationship with any director and/or major shareholder of the Company.
|2.||Conflict of Interest|
None of the Directors has any conflict of interest with the Company.
|3.||Conviction of Offences (other than traffic offences)|
None of the Directors has been convicted of any offences within the past five (5) years.
|4.||Public Sanction or Penalty imposed|
None of the Directors has been imposed with any public sanction or penalty by the relevant regulatory bodies during the financial year.
|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.
|2.1||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.
|3.1||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 RESPONSIBILITES 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:
|4.2||Code of Conduct and Ethics
|Directors are to observe and adhere to the standards of ethical 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||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.|
|4.4||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 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 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.|
|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:|
|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:-|
|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
|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-Audit Committee Report-Nominating Committee Statement.|
|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 programme 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.|
|13.3||Internal Controls and Risk Management|
|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 at: www.ytl.com, About Us-Financial Reports.|
|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 recognizes that no company can exist by maximizing shareholders value alone. In this regard, the needs and interests of other stakeholders are also taken into consideration.|
|In acknowledging the need to safeguard and minimize 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.|
|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:-|
|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 29 August 2019|
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"). 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.
An overview of the Board's implementation of the practices set out in the Code during the financial year ended 30 June 2020 is detailed in this statement, together with targeted timeframes for measures expected to be implemented in the near future, where applicable, and the Company's Corporate Governance Report ("CG Report") for the financial year ended 30 June 2020 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 AND 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 shareholder communications policies.
The Board is led by the 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 Dato' (Dr) 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 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-today 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 2020, a separate report published in conjunction with the Annual Report.
Board Meetings and 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 5 times during the financial year ended 30 June 2020.
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.
The Board is supported by a professionally qualified and competent Company Secretary. The Company Secretary, Ms Ho Say Keng, is a Fellow of the Chartered Association of 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 also carried out an ongoing review of existing practices in comparison with the new measures introduced in the Code.
The Board's functions are governed and regulated by its Charter, the Constitution of the Company and the various applicable legislation, Listing Requirements and other regulations and codes. The Board's Charter was formalised during the financial year ended 30 June 2014 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 and Ethics
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. The Code of Conduct and Business Ethics which also sets out the whistleblowing policy and procedures, was formalised by the YTL Group of Companies during the last financial year 30 June 2019 and further updated during the current year under review, following the adoption and implementation of 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 www.ytl.com.
Anti-Bribery and Corruption Policy ("ABC Policy")
During the financial year under review, the ABC Policy was formalised for the YTL Group. 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 was deliberated and approved by the Board on 20 February 2020. It 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 will 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
During the financial year under review, there was one resignation from the Board, namely, the late Mr Eu Peng Meng @ Leslie Eu. Subsequently, on 5 September 2019, Puan Raja Noorma Binti Raja Othman was appointed to the Board. The Board currently has 12 Directors, comprising 8 executive members and 4 independent non-executive members. The Independent Directors currently 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 50.02%-owned by Yeoh Tiong Lay & Sons Holdings Sdn Bhd (as at 30 June 2020). 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 is currently one Independent Non-Executive Director, Dato' Cheong Keap Tai, who has 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 thirty-seventh Annual General Meeting ("AGM") of YTL Corp for Dato' Cheong Keap Tai 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 and 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 and Nominating Committee 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.
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.
During the financial year under review, a Remuneration Committee was established to implement the policies and procedures on remuneration of Directors and to make recommendations to the Board on matters relating to the remuneration of Directors. The Remuneration Committee will begin reporting on its activities in the next financial year ending 30 June 2021.
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.
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 AND 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.
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 En 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 2020. 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 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. However, 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 2020 are as follows:-
|Statutory audit fees paid/payable
|Non-audit fees paid/payable to:-
– Affiliates of HLB
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.
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 37 years of internal and external audit experience.
YTLIA comprises 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 Board;|
|||Conducting scheduled internal audit engagements, focusing primarily on the 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; and|
|||Presenting audit findings to the Board for consideration.|
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 AND 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 wellinformed 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 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.
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.
In view of the ongoing COVID-19 pandemic, the forthcoming 37th AGM will 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.
The rights of shareholders, including the right to demand a poll, are found in the Constitution of the Company. At the 36th AGM of the Company, held on 12 December 2019, the resolutions put forth for shareholders' approval were voted on by way of a poll.
This statement and the CG Report were approved by the Board of Directors on 30 September 2020.
Click here to view CG Report.
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
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 existing practices and recommend to management to formalise an ethics code for all executives and members of the staff of the Company and the Group.|
|9.||Instill discipline and control to reduce incidence of fraud.|
|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.|
The Committee shall in accordance with the procedure determined by the Board and at the cost of the Company:-
|1.||have explicit 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 direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;|
|5.||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;|
|6.||be able to convene meetings with the internal auditors without the presence of other directors and employees of the Company, whenever deemed necessary; and|
|7.||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:-
|(a)||Review the quarterly financial results and annual financial statements prior to its recommendation to the Board for approval, focusing particularly on:-
|(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.|
|(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.|
|(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.|
|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.|
|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.|
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:-
|Dato' Cheong Keap Tai||5|
|Dato' Ahmad Fuaad Bin Mohd Dahalan||5|
|Faiz Bin Ishak||4|
SUMMARY OF WORK CARRIED OUT DURING FINANCIAL YEAR
The Audit Committee carried out the following work during the financial year ended 30 June 2020 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:-
|(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:-
|(a)||Reviewed with the external auditors, HLB Ler Lum PLT ("HLB"):-
|(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 26 September 2019 and 15 June 2020, 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 extend 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 2019 and recommended to the Board of Directors for re-appointment at the annual general meeting held on 12 December 2019.|
|(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 2020. 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 2021 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 Main LR 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. 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 2019 circular to shareholders in relation to the renewal of shareholder mandate for RRPT and new shareholder mandate for additional RRPT, prior to its recommendation to the Board of Directors for approval.|
|(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 2019 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:-
|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 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 Main LR.|
|6.||Conducted discussions with management in identifying significant concerns and risk areas perceived by management for inclusion in the internal audit plan.|
Costs amounting to RM3,485,375 were incurred in relation to the internal audit function for the financial year ended 30 June 2020.
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 (appointed on 5 September 2019)
The NC met twice during financial year ended 30 June 2020, attended by all members.
ACTIVITIES OF THE NC FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
|(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.
Review of Directors proposed for appointment or redesignation
In September 2019, the NC evaluated and recommended to the Board, the following candidates who were nominated to fill the vacant positions arising from the resignation of the late Mr Eu Peng Meng @ Leslie Eu on 12 June 2019:-
The NC evaluated, amongst others, the candidates' background, knowledge, experience, skills, external appointments and associated time commitments expected of the roles. As Dato' Cheong and Encik Faiz were also members of the Board and Board Committees, the NC already had insights into their character, integrity, attributes and whether they would be a right fit to complement the roles required. As to Puan Raja Noorma's candidacy, the NC concurred that she fulfilled the criteria necessary for the position of independent director.
The NC also recommended to the Board for Puan Raja Noorma to stand for re-election pursuant to Article 90 of the Company's Constitution at the Thirty-Sixth Annual General Meeting, if appointed.
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 2020, based on the results of the assessment undertaken for the financial year, the NC resolved to recommend to the Board that Dato' Yeoh Seok Kian, Dato' Yeoh Soo Min, Dato' Yeoh Seok Hong and Dato' Cheong Keap Tai, who are due to retire pursuant to Article 86 at the Thirty-Seventh 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.
Review of Director proposed for continuing in office as Independent Non-Executive Director ("INED")
As part of the annual assessment of Director, an assessment of independence was conducted on the INED. In addition to the criteria for independence prescribed in the Main LR and Practice Note 13, the INED was assessed on his ability and commitment to continue to bring independent and objective judgment to board deliberations.
The Board is of the view that there are significant advantages to be gained from the INED who has served on the Board for more than 12 years as he possesses greater insights and knowledge of the businesses, operations and growth strategies of the YTL Corp Group. Furthermore, the ability of a director to serve effectively as an independent director is very much a function of his calibre, qualification, experience and personal qualities, particularly of his integrity and objectivity in discharging his responsibilities in good faith in the best interest of the company and his duty to vigilantly safeguard the interests of the shareholders of the company.
Dato' Cheong Keap Tai abstained from deliberation at the NC meeting on his continuing in office as INED.
The Board, save for Dato' Cheong Keap Tai who had abstained from deliberations on the matter, is satisfied with the skills, contributions and independent judgment that Dato' Cheong Keap Tai, who has served for 12 years or more, bring to the Board. For these reasons, the Board, save for Dato' Cheong Keap Tai, recommends and supports the resolutions for his continuing in office as INED of the Company which will be tabled for shareholders' approval to be sought via the single-tier voting process at the forthcoming AGM.
In May 2020, the annual assessment 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 assessment 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 assessment 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 assessment were summarised and discussed at the NC meeting held in June 2020 and reported to the Board by 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 2020 were satisfactory. These results form the basis of the NC's recommendations to the Board for the re-election of Directors at the AGM.
|(c)||Review of the NC Statement for financial year ended 30 June 2019|
The NC Statement was reviewed by the NC prior to its recommendation to the Board for approval for inclusion in 2019 Annual Report.
|(d)||Review of the evaluation criteria in the assessment forms|
The NC reviewed the evaluation criteria in the assessment forms and concurred that the assessment forms be maintained as the evaluation criteria remained relevant and consistent with the Malaysian Code on Corporate Governance and the Main LR.
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 assessment 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 2020, the following two in-house training programmes were organised for the Directors:-
- YTL Leadership Conference 2019;
- Integrated Reporting for Directors of Public Listed Companies.
All the Directors have undergone training programmes during the financial year ended 30 June 2020. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas:-
|Corporate Governance/Risk Management and Internal Controls/Anti- Corruption/Financial/Taxation|
Bursa Malaysia's Sustainability Advocacy Programme: Recommendation of the Task
Climate-Related Financial Disclosure
(9 July 2019)
|Faiz Bin Ishak|
National Tax Conference 2019 – Economic Prosperity & Taxation
(5 & 6 August 2019)
|Dato' Cheong Keap Tai|
Malaysian Institute of Accountants – MFRS 15 Revenue from Contracts with Customers,
Plus Tax Considerations
(17 September 2019)
|Dato' Cheong Keap Tai|
Capital Market Director Programme ("CMDP") – Module 1: Directors as Gatekeepers of
Market Participants &
Module 2A: Business Challenges and Regulatory Expectations (Equities & Future Broking)
(14 October 2019)
|Raja Noorma Binti Raja Othman|
CMDP – Module 3: Risk Oversight and Compliance – Action Plan for Board of Directors
(15 October 2019)
|Raja Noorma Binti Raja Othman|
National Tax Seminar 2019
(15 October 2019)
|Dato' Cheong Keap Tai|
CMDP – Module 4: Current and Emerging Regulatory Issues in the Capital Market
(16 October 2019)
|Raja Noorma Binti Raja Othman|
Bursa Malaysia – "Integrated Reporting: Communicating Value Creation" Programme
(16 October 2019)
|Syed Abdullah Bin Syed Abd Kadir|
MIA International Accountants Conference 2019
(22 & 23 October 2019)
|Dato' Cheong Keap Tai|
Bursa Malaysia – Session on Corporate Governance & Anti-Corruption
(31 October 2019)
|Dato' Yeoh Soo Min|
Bursa Malaysia's Workshop on Corporate Liability Provision (Section 17A) of the MACC
(5 November 2019)
|Syed Abdullah Bin Syed Abd Kadir|
The Securities Commission Malaysia's Audit Oversight Board Conversation with Audit
(22 November 2019)
|Faiz Bin Ishak|
Malaysian Institute of Corporate Governance - Board Evaluation & Effectiveness
(3 December 2019)
|Faiz Bin Ishak|
CT Risk Solutions Limited Hong Kong – Workshop on the Internal Capital Adequacy
(15 January 2020)
|Raja Noorma Binti Raja Othman|
Asset-Liability and Risk Management – Regulatory Principles and Market Best Practice
(27 February 2020)
|Raja Noorma Binti Raja Othman|
Integrated Reporting for Directors of Public Listed Companies
(12 March 2020)
|Tan Sri Dato' (Dr) Francis Yeoh Sock Ping
Dato' Cheong Keap Tai
Dato' Yeoh Soo Min
Dato' Sri Michael Yeoh Sock Siong
Dato' Yeoh Soo Keng
Dato' Mark Yeoh Seok Kah
Dato' Ahmad Fuaad Bin Mohd Dahalan
Faiz Bin Ishak
Raja Noorma Binti Raja Othman
Board & Executive Pay During and Post Covid-19
(18 June 2020)
|Raja Noorma Binti Raja Othman|
YTL Anti-Bribery & Corruption Online Training
|Tan Sri Dato' (Dr) Francis Yeoh Sock Ping
Dato' Yeoh Seok Kian
Dato' Yeoh Soo Min
Dato' Yeoh Seok Hong
Dato' Sri Michael Yeoh Sock Siong
Dato' Yeoh Soo Keng
Dato' Mark Yeoh Seok Kah
Syed Abdullah Bin Syed Abd. Kadir
Beyond Paradigm Summit 2019
(17 & 18 July 2019)
|Syed Abdullah Bin Syed Abd Kadir|
Financing the Sustainable Development Goals: Malaysian Private Sector Role in Bridging
the Gap from Goals to Actions
(11 September 2019)
|Faiz Bin Ishak|
Malaysian Dutch Business Council – Sustainability by Design: Practical Steps for Malaysian
(17 September 2019)
|Syed Abdullah Bin Syed Abd Kadir|
Malaysia REIT Forum 2019 – Opportunities in the New Malaysia
(31 October 2019)
|Dato' Ahmad Fuaad Bin Mohd Dahalan|
Organisation for Economic Co-operation and Development – Asian Public Governance
Gender Quality and Mainstreaming
(12 & 13 December 2019)
|Dato' Yeoh Soo Min|
Cybersecurity & Work-From-Home Security Challenges Amidst Covid-19 Pandemic
(4 June 2020)
|Raja Noorma Binti Raja Othman|
YTL Foundation Online Dialogue: Education in an age of uncertainty
(12 June 2020)
|Dato' Yeoh Soo Min
Dato' Yeoh Soo Keng
|Leadership and Business Management/Corporate Responsibility/Sustainability|
ZafigoX 2019 Forum
(21 & 22 September 2019)
|Dato' Yeoh Soo Min|
YTL Leadership Conference 2019
(15 November 2019)
|Tan Sri Dato' (Dr) Francis Yeoh Sock Ping
Dato' Yeoh Seok Kian
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
TERMS OF REFERENCE
NOMINATING COMMITTEE ("COMMITTEE")
|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.|
|2.1||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.|
|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.|
|5.1||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.|
|6.1||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.|
|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 2020 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.
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 –
|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.
|The proposed remuneration of the Non-Executive Directors is to be made up as follows:|
Directors' Fees comprising a base fee and fee for membership in Board Committees;
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:
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.
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.
Short term incentive:
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.
Share-based long term incentive:
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.
|5.1||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|