AJINOMOTO (MALAYSIA) BERHAD Registration No: 196101000252 (4295-W)
AJINOMOTO (MALAYSIA) BERHAD
[Reg. No. l96l0l000252 (4295-W)]
He6d Office
Lot Ll-E-5A and Ll-E-5B,
Enterprise 4, Technology Park Malaysia, Lebuhraya Puchong- Sg. Besi,
57000 Bukit Jalil, Kuala Lumpur, Malaysia. Tel: (603) 7980 6958
M6nuf6cturing
No. l Persiaran Teknologi 6, Techpark 2@Enstek,
7l760, Bandar Enstek,
Negeri Sembilan Darul Khusus, Malaysia. Tel: (606) 737 7000
Fax: (606) 737 700l
https://www.6jinomoto.com.my
Ajinomoto (Malaysia) Berhad
Registration No: 196101000252 (4295-W)
ANNUAL REPORT 2025
ANNUAL REPORT 2025
EAT WELL, LIVE WELL
WHAT'S INSIDE
THIS REPORTCorporate Information
Management Discussion and Analysis
11 Director's Pro昀椀le
17 Corporate Governance Overview Statement
32 Additional Compliance Information
Statement of Directors' Responsibility in Relation to the Financial Statements
Statement on Risk Management and Internal Control
38 Audit Committee Report
42 Statistics of Shareholdings
Financial Highlights
Financial Statements
List of Properties
Notice of Annual General Meeting
102 Sustainability Statement
- Form of Proxy
Scan this to view our Annual Report online.
02
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
CORPORATE INFORMATIONAnnual Report 2025
BOARD OF DIRECTORS
Tan Sri Dato' (Dr.) Teo Chiang Liang
(Chairman)
Cheong Heng Choy Riichiro Osawa
(Managing Director / Chief Executive Of昀椀cer)
(resigned w.e.f. 31 March 2025)
Daisaku Wadami
(Managing Director / Chief Executive Of昀椀cer)
(appointed w.e.f. 1 April 2025)
Shunsuke Sasaki
(Chief Finance Of昀椀cer)
(resigned w.e.f. 30 June 2025)
Taishi Akiyama
(Chief Finance Of昀椀cer)
(appointed w.e.f. 1 July 2025)
Norani Binti Sulaiman Noriko Fujimoto
(resigned w.e.f. 31 March 2025)
Akihiko Nozaki
(appointed w.e.f. 1 April 2025)
Elaine Tan Ai Lin Yong Kum Cheng Zarina Binti Basar
(appointed w.e.f. 1 July 2025)
BANKERS
MUFG Bank (Malaysia) Berhad Malayan Banking Berhad
Standard Chartered Bank Malaysia Berhad
AUDITORS
KPMG PLT
SOLICITORS
Lee, Ling & Partners
SECRETARIES
Chua Siew Chuan (MAICSA 0777689)
SSM PC No. 201908002648
Yeow Sze Min (MAICSA 7065735)
SSM PC No. 201908003120
REGISTERED OFFICE
Lot L1-E-5A and L1-E-5B, Enterprise 4, Technology Park Malaysia, Lebuhraya Puchong - Sg. Besi,
Bukit Jalil,
57000 Kuala Lumpur, Malaysia Tel: 603-7980 6958
Fax: 603-7981 1731
Customer Service: https://www.ajinomoto.com.my/customer-service
Company/ Corporate inquiries: corporate@ajikl.com.my
Business/ Product inquiries: customerfeedback@ajikl.com.my
SHARE REGISTRAR
Securities Services (Holdings) Sdn. Bhd.
Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara,
Damansara Heights, 50490 Kuala Lumpur
Tel : 603-2084 9000
Fax: 603-2094 9940 / 603-2095 0292
Email: info@sshsb.com.my
STOCK EXCHANGE LISTING
Main Market of the Bursa Malaysia Securities Berhad
Annual Report 2025
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
03
History & Milestones
Ajinomoto (Malaysia) Berhad ("the Company"), established in 1961, is one of the earliest Japanese companies to set up of昀椀ce in Malaysia and was accorded Pioneer Status bene昀椀ts by the Malaysian Government. Over the years, Ajinomoto has grown into a trusted brand and expanded its footprint both locally and globally. The Company currently operates a smart eco-friendly manufacturing plant in Bandar Enstek, Negeri Sembilan with its corporate of昀椀ce located at Technology Park Bukit Jalil, Kuala Lumpur. It also manages 10 sales branches nationwide and one overseas sale of昀椀ce in Jeddah, Saudi Arabia.
The Company offers a comprehensive range of products, from household seasonings to commercial food service and industrial solutions. It remains a leader in Malaysia for monosodium glutamate ("MSG") under the renowned AJI-NO-MOTO® brand. Today, it has 昀椀rmly established a signi昀椀cant role in the food seasoning and processed food market, offering products for household use, food service and food processing industries.
Establishment of Ajinomoto (Malaya) Co., Ltd
Commencement of AJI-NO-MOTO®
plant operation Awarded HALAL Certification
Launch of AJI-EKI™ (Hydrolysed Vegetable Protein Liquid)
Inauguration of Effluent Treatment Management (SALAM)
Launch of PAL SWEET® Sweetener
Launch of Hydrolysed Vegetable Protein (HVP)
Powder
Establishment of Production 2 (seasonings and food production line) factory
Launch of AJIMATE™ Taste Enhancing Seasoning
Awarded AJI-NO-MOTO® Product Certification
Launch of Seri-Aji® Menu
Specific Seasoning
Launch of Slim Up™ Sweetener
1961
1965
1971 1982 1989
1993 1996 2000
1963 1968 1978 1988 1992 1994 1998
Corporate name was changed to Ajinomoto (Malaysia)
Sdn Bhd
Company name was changed to Ajinomoto (Malaysia) Berhad as the public company
Launch of AJI-SHIO® Table Topping Seasoning
Launch of AJI-PLUS™
Blended Flavour Enhancer
Launch of AJI-AROMA™
Flavour Enhancing Seasoning
Launch of AJI.MIX™
Blended Seasoning
Awarded ISO 9001
Certification
2017
Hydrolysed Vegetable Protein (HVP)
process improvement
2014
Establishment of ASEAN
Application Centre
2012
Establishment of Chicken
Meat Powder Plant
2011
50th Anniversary of Ajinomoto
(Malaysia) Berhad
2010
Launch of AJINOMOTO®
Chicken Stock
2008
Awarded OSHAS 18001
Certification
2006
Awarded ISO 14001
Certification
2005
Launch of VONO®
Instant Soup
Launch of ACTIVA™ TG
Series
2004
Awarded HACCP
Certification
2003
Launch of TUMIX® Stock
Seasoning
2019 2020 2021 2022 2023 2024 2025
Launch of Rasa Sifu™ All in One Seasoning
Launch of aminoVITAL®
Jellly Flavoured Drink with
Amino Acids
Launch of Seri-Aji® Fritter Seasoned
Flour
Launch of Seri-Aji® Banana Fritter Flour
Establishment of new plant at Bandar Enstek,
Negeri Sembilan, as a 'Global
Customer-Centric Halal Food Company'
Launch of Seri-Aji® Curry Fried Rice Seasoning and Seri-Aji® Chicken Soup Seasoning Powder
Launch of "AJINOMOTO" Chicken Gyoza
Launch of AJIRISE™ K and AJIRISE™ UM
Launch of Seri-Aji® Tom Yam Paste Seasoning
Launch of "AJINOMOTO" Prawn Gyoza
Launch of aminoVITAL® Red Shot Apple Jelly Drink
with Amino Acids
Launch of "AJINOMOTO" Lime Seasoning Powder
04
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
MANAGEMENT DISCUSSION & ANALYSISAnnual Report 2025
Our Policy
CERTIFIED TO MS1500:2019 REF. NO.: 1 092-02/2004
Malaysian Standard on Halal Food General Requirements
CERTIFIED TO ISO 9001:2015 CERT. NO.: QMS 00504 CERT. NO.: QMS 00504-S1
Quality Management
Systems ("QMS")
CERTIFIED TO ISO 14001:2015 CERT. NO.: EMS 00368
CERT. NO.: EMS 00368-S1
Environmental Management Systems ("EMS")
CERTIFIED TO ISO 45001:2018 CERT. NO.: OHS 00302
CERT. NO.: OHS 00302-S1
Occupational Health and Safety Management Systems ("OHS")
CERTIFIED TO MS 1480:2019 CERT. NO.: HA0122031-1/1
Food Safety according to Hazard Analysis and Critical Control Points System ("HACCP")
CERTIFIED TO ISO 22000:2018, ISO/
TS22002-1:2009 and Additional FSSC 22000 requirements CERT. NO.: MY24/00000044
Food Safety System Certi昀椀cation
FSSC 22000
Ensuring high standards of food safety and quality are top priorities in the Company's commitment to its customers and stakeholders. The Company is dedicated to operating in full compliance with food manufacturing standards with Halal Certi昀椀cation requirement and adhering to all applicable international and local laws and regulations. Quality is embedded in the Company's purpose and values, ensuring that every product meets high expectations through end-to-end approach that spans the entire supply chain.
The Company regularly reviews and updates its food safety and quality systems and policies in response to evolving external conditions, including regulatory developments, supply chain adjustments, sustainability initiatives, and geopolitical shifts. These efforts re昀氀ect its dedication to responsible governance, future-ready, and sustainable growth.
In addition to product quality, the Company prioritises employee health, safety and career. It maintains comprehensive workplace safety measures, conducts regular trainings, and implements risk management protocols to ensure a safe and supportive work environment. The Company also continues to advance its Environmental, Social, and Governance (ESG) practices across all operations, integrating them into its strategic planning and day-to day operations to strengthen its operational foundation and reaf昀椀rming its commitment to being an employer of choice.
Our Product Range Consumer Products
The Company offers a broad product portfolio to meet diverse range of consumer preferences and market needs. Its product range includes AJI-NO-MOTO® monosodium glutamate, TUMIX® chicken stock, Seri-Aji® menu speci昀椀c seasonings, AJI-SHIO® 昀氀avoured pepper, Pal Sweet® sweetener, and aminoVITAL® jelly sports drink with amino acids. In the food products category, the portfolio features Halal-certi昀椀ed "AJINOMOTO" Chicken Gyoza, with a new "AJINOMOTO" Prawn Gyoza variant launched in 2024 to satisfy growing consumer demand.
Its strong brand lineup consistently offers delicious, simple, and convenient cooking solutions that cater to a wide customer base, from home kitchens to retail outlets and the food service sector. The product range also includes offerings tailored for consumers with active lifestyles, emphasising the Company's commitment to promoting health and wellness. Product innovation remains a core focus, with the recent introduction of "AJINOMOTO" Lime Powder Seasoning which provides variety cooking usage including beverages. This showcase Company's ongoing effort to stay ahead of evolving
consumer and market needs.
The Company's retail distribution networks are extensive, spanning both modern and traditional trade channels, including major supermarkets, distributors and wholesalers, direct sales, e-commerce platforms like Lazada and Shopee, as well as overseas agents.
Annual Report 2025
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
05
Management Discussion & Analysis
(cont'd.)
The Company also actively engages with consumers and customers through digital and social platforms. This enables it to stay attuned to market feedback and respond effectively to consumer needs; helping its brands stay relevant and drive long-term value creation in the shifting market landscape.
Further to the establishment of the Food Service Business department in 2024, the Company has continued to expand its presence and capabilities in Malaysia's growing food service sector. It aims to provide comprehensive food solutions to a wide array of clients, including hotels, restaurants, cafés, takeaway outlets, traditional restaurants and hawker stalls, while supporting various food service channels.
Industrial and Food Service Products
The Company also offers industrial products that provide specialised functional solutions, including taste and 昀氀avour enhancers, binders, and texture improvers. They are marketed under well-recognised brands such as AJIMATE®, AJI-AROMA® and AJIRISE™ (referred to as "TENCHO" product category), ACTIVA®, AJIezi™. These products are widely utilised in various processed foods, such as instant noodles, snacks, soups, sauces, processed meat, processed seafood, and dairy products. This is to support the local & international food industry clients.
M-2000
1kg
Cautions : Hygroscopic product. Please store in cool dry place, away from direct sunlight and aromatic materials.
PROD DATE : 07/05/2018
EXP DATE : 06/05/2019
1092-02/2004 LOT NO. : JT8222
MS1500:2009
S/N : 00001
Manufactured by:
AJINOMOTO (MALAYSIA) BERHAD (4295-W)
Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur, Malaysia.
Tel: +603-7980 6958 Fax: +603-7980 6817 URL:https://http://www.ajinomoto.com.my
M-CHICKEN FB
1kg
Cautions : Hygroscopic product. Please store in cool dry place, away from direct sunlight and aromatic materials.
PROD DATE : 07/05/2018
EXP DATE : 06/05/2019
1092-02/2004 LOT NO. : JT8222
MS1500:2009
S/N : 00001
Manufactured by:
AJINOMOTO (MALAYSIA) BERHAD (4295-W)
Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur, Malaysia.
Tel: +603-7980 6958 Fax: +603-7980 6817 URL:https://http://www.ajinomoto.com.my
M-SUPER P
1kg
Cautions : Hygroscopic product. Please store in cool dry place, away from direct sunlight and aromatic materials.
PROD DATE : 07/05/2018
EXP DATE : 06/05/2019
MS1500:2009 LOT NO. : JT8222
1092-02/2004
S/N : 00001
Manufactured by:
AJINOMOTO (MALAYSIA) BERHAD (4295-W)
Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur, Malaysia.
Tel: +603-7980 6958 Fax: +603-7980 6817 URL:https://http://www.ajinomoto.com.my
M-SUPER KMI
1kg
Cautions : Hygroscopic product. Please store in cool dry place, away from direct sunlight and aromatic materials.
PROD DATE : 07/05/2018
EXP DATE : 06/05/2019
MS1500:2009 LOT NO. : JT8222
1092-02/2004
S/N : 00001
Manufactured by:
AJINOMOTO (MALAYSIA) BERHAD (4295-W)
Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur, Malaysia.
Tel: +603-7980 6958 Fax: +603-7980 6817 URL:https://http://www.ajinomoto.com.my
TG-SR-MH
1kg
Storage Method : Avoid high temperatures, high humidity and direct sunlight.
Cautions: * Avoid direct contact with eyes or skin through splashing.
* Where necessary, wear such protective items as impermeable gloves, a dustproof mask and dustproof spectacles.
* lnhalation or contact with the body may trigger an allergic reaction or asthma attack.
* lf contact with eyes or skin results in an abnormal sensation, wash away with water.
* lf the symptoms are acute, see a doctor.
* Product is unstable against oxygen and high temperatures,
Packet contain Oxygen Absorber to preserve quality.
Please ensure to open the top (red line) and not the bottom, otherwise the Oxygen Absorber will fall out.
Once the bag is opened, use all otherwise tightly seal and store in low temperature.
PROD DATE : 07/05/2018
EXP DATE : 06/05/2019
1092-02/2004 LOT NO. : JT8222
MS1500:2009
S/N : 00001
Manufactured by:
AJINOMOTO (MALAYSIA) BERHAD (4295-W)
Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur, Malaysia.
Tel: +603-7980 6958 Fax: +603-7980 6817 URL:https://http://www.ajinomoto.com.my
TG-BW-MH
1kg
Storage Method : Avoid high temperatures, high humidity and direct sunlight.
Cautions: * Avoid direct contact with eyes or skin through splashing.
* Where necessary, wear such protective items as impermeable gloves, a dustproof mask and dustproof spectacles.
* lnhalation or contact with the body may trigger an allergic reaction or asthma attack.
* lf contact with eyes or skin results in an abnormal sensation, wash away with water.
* lf the symptoms are acute, see a doctor.
* Product is unstable against oxygen and high temperatures,
Packet contain Oxygen Absorber to preserve quality.
Please ensure to open the top (red line) and not the bottom, otherwise the Oxygen Absorber will fall out.
Once the bag is opened, use all otherwise tightly seal and store in low temperature.
PROD DATE : 07/05/2018
EXP DATE : 06/05/2019
1092-02/2004 LOT NO. : JT8222
MS1500:2009
S/N : 00001
Manufactured by:
AJINOMOTO (MALAYSIA) BERHAD (4295-W)
Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur, Malaysia.
Tel: +603-7980 6958 Fax: +603-7980 6817 URL:https://http://www.ajinomoto.com.my
The Company remains committed to expanding its solution portfolio through continuous innovation and strategic geographic expansion. Combining scienti昀椀c expertise with deep market insight, the Company aims to stay ahead of diverse customer needs and continuously deliver added value to customers globally.
SALES BRANCHES
CAWANGAN-CAWANGAN JUALAN
HEAD OFFICE
PEJABAT UTAMA
NEW FACTORY
KILANG BAHARU
06
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
Annual Report 2025
Management Discussion & Analysis (cont'd.)
Sales Branches and Oversea Markets
ALOR SETAR, KEDAH
AJINOMOTO SALES BRANCHES
PENANG
in Malaysia & Middle East
KOTA KINABALU, SABAH
IPOH, PERAK
KUANTAN, PAHANG
KUALA LUMPUR
BANDAR ENSTEK,
NEGERI SEMBILAN MELAKA
BATU PAHAT, JOHOR
JOHOR BAHRU, JOHOR
KUCHING, SARAWAK
JEDDAH
SAUDI ARABIA
ASIA
ASIA
CENTRAL AMERICA
MIDDLE EAST
TIMUR TENGAH
AMERIKA TENGAH
SOUTH AMERICA
AMERIKA SELATAN
AFRICA
OCEANIA
OCEANIA
AFRIKA
OVERSEAS MARKETS
(Countries where we export our products to)
Annual Report 2025
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
07
Management Discussion & Analysis
(cont'd.)
FINANCIAL RESULTS
Snapshot
Financial Year Ended 31 March 2025 Highlights
NET SALES EARNINGS PER SHARE
RM684.5MIL 81.69SEN
PROFIT BEFORE TAX RETURN ON EQUITY
RM74.9MIL 6.05%
RM976.0MIL
TOTAL ASSETS
40.85SEN
ORDINARY DIVIDEND PER SHARE (DECLARED)
08
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
Annual Report 2025
Management Discussion & Analysis (cont'd.)
NET SALES BY BUSINESS
(RM MILLION)
Industrial Business
RM161.0
Consumer Business
RM523.5
NET SALES BY GEOGRAPHICAL AREA
(RM MILLION)
Others
RM10.3
Other Asian
Countries
RM134.9
Malaysia
RM388.2
Middle East
RM151.1
Operating Environment
The Malaysian economy expanded at a steady pace in 2024, supported by resilient domestic demand, a continued recovery in tourism and robust consumer spending. However, manufacturers continued to face cost pressures from volatile raw material prices, currency 昀氀uctuations and ongoing geopolitical tensions.
Financial Review
In the 昀椀nancial year ended 31 March 2025 ("FYE 31.03.2025"), the Company achieved a revenue of RM684.5 million, increased by 7.6% as compared to the revenue of previous 昀椀nancial year of RM636.4 million. Sales volume in the current昀椀nancial year increased mainly from AJI-NO-MOTO®, TUMIX® and TENCHO. However, this expansion was partially impacted by the depreciation of US Dollar against Ringgit Malaysia in export sales. The Company recorded a commendable pro昀椀t before tax of RM74.9 million for the current 昀椀nancial year, contributed by strong revenue, lower key raw material costs and higher income from liquid investments and deposits with licensed banks. It is also noteworthy that the pro昀椀t before tax of RM452.6 million in the previous 昀椀nancial year included an exceptional gain of RM394.2 million from the disposal of assets held for sale consisting of the Company's lands and property, plant and equipment located in Jalan Kuchai Lama, Kuala Lumpur. The pro昀椀t before tax excluding the one-off gain from the disposal of assets held for sale in the previous 昀椀nancial year was RM58.4 million.
SEGMENT INFORMATION
Consumer Business
Revenue in Consumer Business was RM523.5 million as compared to the revenue of RM484.2 million in the previous 昀椀nancial year. Consumer Business recorded higher sales volume from AJI-NO-MOTO® and TUMIX® aligned with the tourism recovery and resilient consumer spending. In addition, the sales volume of AJI-SHIO®, SERI-AJI®, aminoVITAL® and "AJINOMOTO" Gyoza have continuously expanded. However, the increase in revenue in the Consumer Business was partially offset by the depreciation in US Dollar in the export sales. The higher revenue and lower cost of key material for AJI-NO-MOTO® resulted in pro昀椀t of RM45.1 million, a 2.6% increase from the pro昀椀t of RM43.9 million in the previous 昀椀nancial year.
Industrial Business
Revenue from Industrial Business increased by 5.8% at RM161.0 million as compared to the previous 昀椀nancial year's revenue of RM152.2 million. The increase in revenue was driven by sales volume expansion in TENCHO. However, this positive impact was partially offset by the depreciation in US Dollar which impacted revenue from export sales. Pro昀椀t was RM20.9 million, 35.2% higher than the previous 昀椀nancial year's pro昀椀t of RM15.5 million.
Annual Report 2025
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
09
Management Discussion & Analysis
(cont'd.)
Financial Condition
As at FYE 31.03.2025, Total Assets and Total Net Assets was lower as compared to the previous 昀椀nancial year subsequent to the one-off special dividend of RM128.9 million in respect of the 昀椀nancial year ended 31 March 2025 and a 昀椀nal single-tier dividend of RM23.3 million in respect of the 昀椀nancial year ended 31 March 2024. Net cash generated from operating activities for the current 昀椀nancial year was RM69.6 million as compared to the net cash generated from operating activities in the previous 昀椀nancial year of RM66.4 million as a result of the increase in net pro昀椀t from our business operations. Net cash generated from investing activities was RM94.1 million during the current 昀椀nancial year subsequent to the disposal of liquid investments for the repayment of borrowing under Islamic 昀椀nancing and dividend payments. As a result, net cash used in 昀椀nancing activities was RM212.4 million for the current 昀椀nancial year.
Dividend
The Board of Directors continue to maintain the policy of stable and sustainable dividend payout to shareholders. The Directors, as announced by the Company on 25 June 2025, declared a 昀椀rst and 昀椀nal single-tier dividend of 40.85 sen per ordinary share in respect of FYE 31.03.2025 to be paid on 24 September 2025.
Operational Risks
Operating Environment Risks Exchange Rate Fluctuations
The Company's exports and imports of raw materials are denominated in USD. Therefore, the Company is exposed to currency 昀氀uctuation risk, especially between the USD and the Malaysian Ringgit and this has impacted the Company's 昀椀nancial results.
Unforeseen Adverse Economic or Political Factors
The Company conducts business globally, and various potential economic, political and legal impediments overseas such as political instability may have an adverse impact on business results.
Price Fluctuations for Raw Materials and Fuel
The prices of certain raw materials and energy resources used by the Company 昀氀uctuates according to market
conditions. These may result in higher manufacturing costs which will impact the Company's business results.
Risks Related to Business Activities Food Safety Matters
The Company takes extensive care and effort to manage factors that impact on food safety, which is one of the very important foundation upon which the Company's business is built. However, in the event of unforeseen issues affecting food safety, which are beyond anyone's control, such unforeseen events may have an adverse impact on the Company's business results.
Laws and Regulations, Litigation, etc.
As the Company conducts business on a global basis, it undertakes to comply with the laws, rules and regulations of Malaysia and the countries that the Company exports its products to and/or purchases its raw materials from. The possibility exists, however, that legal changes may be introduced and complying with such changes may restrict the Company's operation which may impact on business results.
10
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
Annual Report 2025
Management Discussion & Analysis (cont'd.)
Outlook
Throughout 2024 and into 2025, despite ongoing economic challenges, geopolitical uncertainties and policy adjustments, the Company remained agile and resilient, viewing change as an opportunity for growth.
To sharpen its strategic focus, the Company refreshed its vision to clearly re昀氀ect its long-term direction toward the 2030 roadmap. This initiative has led to stronger alignment across the organisation to execute its strategic priorities with discipline and focus to drive growth and to better serve the changing market and consumer needs.
In the consumer segment, the Company continued to respond to shifting consumer preferences, lifestyle changes, and wellness trends. As in昀氀ation continues and more consumers cook at home, demand for products that are both delicious and convenient continues to grow. The Company effectively capitalised on this trend through targeted promotions by reinforcing its brand visibility across various channels resulting in sustained sales growth throughout 2024.
Notably, the Seri-Aji® Sahur campaign continued to deliver remarkable results during festive periods. At the same time, the Company focused on improving the point of purchase and price accessibility to make its quality products available to a broad range of consumers at affordable prices.
In line with its corporate philosophy of "Eat Well, Live Well", the Company reinforced brand visibility through variety of marketing campaigns and roadshows. The Smart Salt Campaign remained a key initiative, educating the consumers on salt-reduction without compromising taste. The Company also deepen engagement with wider audience by collaborating with Key opinion leaders (KOLs) and leveraging social media platforms such as TikTok to drive live commerce and expand its digital footprint. Its e-commerce operation has a steady growth, increasing reach in both urban and rural markets. Furthermore, the Company also maintained its focus on promoting health and active living, particularly through the aminoVITAL®, which advocates for a balanced nutrition approach to support active lifestyle. These signi昀椀cant efforts were recognised leading to receiving the Gold Award at the Putra Brand Aria Awards 2024 for marketing excellence.
Building upon the momentum of 2024 in strengthening export capabilities and diversifying the product portfolios, the Company continued to position the industrial products and food service offerings for sustainable global growth. The export business remained a strategic growth pillar, with focused efforts on expanding market presence, strengthening partnerships and distributor networks, enhancing export operational ef昀椀ciency, and adapting product lineup to meet diverse preferences across key markets.
In the food service sector, the Company reinforced its value proposition through co-creation with culinary partners, customised recipes and menu innovations tailored to meet customer needs. To support local food businesses in the digital age, it launched the Ajinomoto Food Biz Partner website, offering valuable resources such as professional chef tips, business insights, and a convenient platform for purchasing food service-grade products. As global demand for frozen food continues to grow, the Company is strategically positioned to respond to this trend with agility and purpose.
Guided by its commitment to ESG principles, the Company continued to integrate sustainability into its operations, advancing initiatives across environmental stewardship, social responsibility, and governance integrity. A key milestone in 2024 was the launch of Ajinomoto (Malaysia) Berhad's new Sustainability Webpage, providing a comprehensive view of the Company's initiatives towards building a sustainable society, enabling stakeholders to better understand the impact of its ongoing ESG efforts.
To support long-term growth, the Company actively engaged in collaborative initiatives with Malaysian Recycling Alliance (MAREA) to foster dialogue, knowledge exchange, and continuous improvement. These efforts ensure that the Company's practices, and values are aligned to deliver sustainable value for both society and environment. Additionally, the Company continued the Science Castle project in collaboration with Leave a Nest (a Non-Governmental Organisation), aimed at nurturing future talent through science and innovation driven learning to empower the next generation to bring fresh perspectives to the sustainability journey.
All the progress and achievements were made possible by the dedication and hard work of the Company's employees, the management's effort in organisational transformation, the Board's effective oversight, and strategic decision-making. Most importantly, these successes were supported by the continued trust of consumers, customers, business partners, and shareholders amid evolving market dynamics.
Looking ahead, the Company is optimistic and con昀椀dent in sustaining future growth, guided by its vision "Bringing Happiness Through Tastes That Unite, Inspiring Food Creativity in Your Life" as it advances towards the 2030 roadmap. With a clear purpose and steadfast focus, the Company remains committed to creating and delivering value for its stakeholders and shareholders.
Annual Report 2025
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
11
74 ● MALAYSIAN ● MALE
Chairman, Non-Independent Non-Executive Director
Tan Sri Dato' (Dr.) Teo was appointed to the Board of Ajinomoto (Malaysia) Berhad on 28 June 2001 as an Independent Non-Executive Director. On 4 June 2020, he was appointed as the Chairman of Ajinomoto (Malaysia) Berhad. At the same time, Tan Sri Teo was re-designated as a member of the Audit Committee from his previous position as the Chairman, and as the Chairman of the Remuneration Committee from his previous position as a committee member. He is also a member of the Nomination Committee. On 31 May 2023, he was then re-designated from an Independent Non-Executive Chairman to a Non-Independent Non-Executive Chairman. He attended all 昀椀ve (5) Board meetings held in the 昀椀nancial year.
Tan Sri Teo graduated with a Bachelor of Arts (Honours) degree in Business Studies and M.Sc in Management & Administration from the United Kingdom ("UK"). He obtained his training from The Chartered Bank and Pillar Naco Ltd in the UK. In I975, he joined and served as a Director of See Hoy Chan Holdings Group, a well-diversi昀椀ed group of companies with its core businesses in real estate investment and property development. In 1990, he was awarded the Certi昀椀cate in General Insurance by The Malaysian Insurance Institute and appointed as the Principal Of昀椀cer for See Hoy Chan (Malaysia) Sdn. Bhd.'s Insurance Agency business.
Arising from the restructuring of See Hoy Chan Holdings Group in February 2024, Tan Sri Teo was appointed as the Executive Chairman of Bandar Utama City Group with businesses in real estate investment and management, property development, hotel, and oil palm plantation.
Tan Sri Teo was appointed as the Independent Non-Executive Director of RHB Capital Berhad from 2010 to 2016 and RHB Insurance Berhad from 2010 to 2015.
Tan Sri Teo was elected as the Secretary General of the Malaysian Association of Private Colleges & Universities from 1997 to 2003. He was appointed as a member of the MSC Education Advisory Panel in 1998. He is also a Life Member of the Malaysian Red Crescent Society. In 1998, The Nottingham Trent University in the UK appointed Tan Sri Teo as the Professor of the University and in 2001, the University awarded an honorary degree of Doctor of Business Administration to him. In 2006, he was elected as an Exco member of the Malaysian Crime Prevention Foundation.
Tan Sri Teo does not hold directorships in any other public company and listed issuer. He has no con昀氀ict of interest or potential con昀氀ict of interest, including interest in any competing business with the Company. He does not have any family relationship with any other Director or major shareholder of the Company. He has neither been convicted for any offences within the past 昀椀ve (5) years, other than for traf昀椀c offences, if any, nor received any public sanction or penalty imposed by regulatory bodies during the 昀椀nancial year.
12
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
Annual Report 2025
Director's Profile (cont'd.)
CHEONG HENG CHOY67 ● MALAYSIAN ● MALE
Senior Independent Non-Executive Director
Mr. Cheong was appointed to the Board of Ajinomoto (Malaysia) Berhad on 9 August 2021 as an Independent Non-Executive Director. He was re-designated as the Chairman of the Audit Committee from his previous position as a member of the Audit Committee on 1 April 2023. On 18 November 2024, he was re-designated as the Senior Independent Non-Executive Director. He is also a member of the Nomination Committee and Remuneration Committee. He attended all 昀椀ve (5) Board meetings held in the 昀椀nancial year.
Mr. Cheong holds a Master of Business Administration from the University of Bath, England. He is a member of the Malaysian Institute of Accountants and the Malaysian Institute of Certi昀椀ed Public Accountants. He is also a quali昀椀ed company secretary and a charter member of the Certi昀椀ed Risk Professional.
He began his career with one of the big four accounting practices and moved on to the banking and 昀椀nance sectors and held various key positions in the banking industry, serving as the Chief Internal Auditor of three major public listed 昀椀nancial institutions. He had also served as the Chief Financial Of昀椀cer of a major public listed banking group and was involved in the setting up of the Integrated Risk Management Division and had overseen Remedial Management for a major bank.
Mr. Cheong is currently a Director and Principal Consultant of a boutique consultancy practice, involved in internal control reviews for Initial Public Offers, conducting outsourced internal audit services, and setting up of Enterprise Risk Management and Corporate Governance Framework for many public listed companies.
He does not hold directorships in any other public company and listed issuer. He has no con昀氀ict of interest or potential con昀氀ict of interest, including interest in any competing business with the Company. He does not have any family relationship with any other Director or major shareholder of the Company. He has also neither been convicted for any offences within the past 昀椀ve (5) years, other than for traf昀椀c offences, if any, nor received any public sanction or penalty imposed by regulatory bodies during the 昀椀nancial year.
Annual Report 2025
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
13
Director's Profile
(cont'd.)
DAISAKU WADAMI58 ● JAPANESE ● MALE
Managing Director, Chief Executive Of昀椀cer
Mr. Wadami was appointed to the Board of Ajinomoto (Malaysia) Berhad as Managing Director and Chief Executive Of昀椀cer on 1 April 2025 and hence, he did not attend any of the Board meetings held in the 昀椀nancial year. He is not a member of any Board Committee.
Mr. Wadami graduated from School of Doshisha University of Faculty of Commerce with a Bachelor of Commerce in March 1990.
He joined Ajinomoto Co., Inc Japan in 1990 and began his career with the Osaka Branch and has since held various positions in Japan and overseas within the Ajinomoto Group of Companies.
He does not hold directorships in any other public company and listed issuer. He has no con昀氀ict of interest or potential con昀氀ict of interest, including interest in any competing business with the Company. He does not have any family relationship with any other Director or major shareholder of the Company. He has also neither been convicted for any offences within the past 昀椀ve (5) years other than for traf昀椀c offences, if any, nor received any public sanction or penalty imposed by regulatory bodies during the 昀椀nancial year.
TAISHI AKIYAMA
46 ● JAPANESE ● MALE
Executive Director
Mr. Akiyama was appointed to the Board of Ajinomoto (Malaysia) Berhad as Executive Director on 1 July 2025 and hence, he did not attend any of the Board meetings held in the 昀椀nancial year. He is not a member of any Board Committee.
Mr. Akiyama graduated from Rikkyo University with a Bachelor of Arts in Business Administration in March 2002.
Mr. Taishi Akiyama began his career at a Japanese food manufacturing company, where he was responsible for managing distributors and sales. His last position before leaving the company was a supervisor in Corporate Management Department. In 2013, he joined Ajinomoto Co., Inc, Japan within the 昀椀nance department and has since held various positions within the Ajinomoto Group of Companies, with almost 12 years in the areas of 昀椀nance, treasury and accounting and tax.
He does not hold directorships in any other public company and listed issuer. He has no con昀氀ict of interest or potential con昀氀ict of interest, including interest in any competing business with the Company. He does not have any family relationship with any other Director or major shareholder of the Company. He has also neither been convicted for any offences within the past 昀椀ve (5) years other than for traf昀椀c offences, if any, nor received any public sanction or penalty imposed by regulatory bodies during the 昀椀nancial year.
14
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
Annual Report 2025
Director's Profile (cont'd.)
NORANI BINTI SULAIMAN69 ● MALAYSIAN ● FEMALE
Independent Non-Executive Director
Puan Norani was appointed to the Board of Ajinomoto (Malaysia) Berhad on 1 July 2020. She was re-designated as the Chairperson of the Nomination Committee from her previous position as a member of the Nomination Committee on 1 June 2023. She is also a member of the Audit Committee and Remuneration Committee. She attended all 昀椀ve (5) Board meetings held in the 昀椀nancial year.
Puan Norani holds a B.Sc. (Hons) Communications Engineering degree from the University of Kent, Canterbury, Kent, England. She started her career in Communications Engineering with Jabatan Telekom Malaysia in 1979. She then continued her career in 1984 in the Private sector and joined two Multinational companies established in Malaysia, serving each company for ten (10) years. She has also served as a Consultant/ Mentor in the largest Aquaculture company in Saudi Arabia. She is now an Associate Consultant at Vigorous Vision (M) Sdn. Bhd. Her career in the Public and Private sectors in Engineering & Sales/ Marketing gained her valuable experience.
She does not hold directorships in any other public company and listed issuer. She has no con昀氀ict of interest or potential con昀氀ict of interest, including interest in any competing business with the Company. She does not have any family relationship with any other Director or major shareholder of the Company. She has also neither been convicted for any offences within the past 昀椀ve (5) years other than for traf昀椀c offences, if any, nor received any public sanction or penalty imposed by regulatory bodies during the 昀椀nancial year.
ELAINE TAN AI LIN
48 ● MALAYSIAN ● FEMALE
Independent Non-Executive Director
Ms. Elaine was appointed to the Board of Ajinomoto (Malaysia) Berhad on 24 February 2023. She attended 昀椀ve (5) Board meetings held in the 昀椀nancial year. She is also a member of the Nomination Committee, Remuneration Committee and Audit Committee.
Ms. Elaine holds a Bachelor of Laws from the University of Wales, Cardiff, United Kingdom. She is also the Advocate and Solicitor of the High Court of Malaya and holds a Certi昀椀cate of Legal Practice in Malaysia.
She was called to the Malaysian Bar in 2001 and has over 22 years of experience practicing as an advocate and solicitor in several legal 昀椀rms, with the last 17 years as a partner specialising in corporate 昀椀nance, mergers and acquisitions and other corporate and commercial matters. She joined Messrs. Lin Partnership as a partner in 2023.
She currently does not hold directorships in any other public company and listed issuer. She has no con昀氀ict of interest or potential con昀氀ict of interest, including interest in any competing business with the Company. She does not have any family relationship with any other Director or major shareholder of the Company. She has neither been convicted for any offences within the past 昀椀ve (5) years other than for traf昀椀c offences, if any, nor received any public sanction or penalty imposed by regulatory bodies during the 昀椀nancial year.
Annual Report 2025
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
15
Director's Profile
(cont'd.)
YONG KUM CHENG53 ● MALAYSIAN ● MALE
Executive Director
Mr. Yong was appointed to the Board of Ajinomoto (Malaysia) Berhad on 1 April 2023. He attended all 昀椀ve (5) Board meetings held in the 昀椀nancial year. He is not a member of any Board Committee.
He graduated from University Putra Malaysia with a Bachelor of Science Biotechnology in 1998.
Mr. Yong joined the Production Department of Ajinomoto (Malaysia) Berhad in March 1998 and over the years, he moved up the corporate ladder and served in various capacities.
He does not hold directorships in any other public company and listed issuer. He has no con昀氀ict of interest or potential con昀氀ict of interest, including interest in any competing business with the Company. He does not have any family relationship with any other Director or major shareholder of the Company. He has also neither been convicted for any offences within the past 昀椀ve (5) years other than for traf昀椀c offences, if any, nor received any public sanction or penalty imposed by regulatory bodies during the 昀椀nancial year.
AKIHIKO NOZAKI
45 ● JAPANESE ● MALE
Executive Director
Mr. Nozaki was appointed to the Board of Ajinomoto (Malaysia) Berhad as an Executive Director on 1 April 2025 and hence, he did not attend any of the Board meetings held in the 昀椀nancial year. He is not a member of any Board Committee.
Mr. Nozaki graduated from Hitotsubashi University, Tokyo, with a Master of Business Administration in March 2005.
He joined Ajinomoto Co., Inc Japan in 2005 and began his career with the Chugoku Branch in Hiroshima and has since held various positions in Japan and overseas within the Ajinomoto Group of Companies.
He does not hold directorships in any other public company and listed issuer. He has no con昀氀ict of interest or potential con昀氀ict of interest, including interest in any competing business with the Company. He does not have any family relationship with any other Director or major shareholder of the Company. He has also neither been convicted for any offences within the past 昀椀ve (5) years other than for traf昀椀c offences, if any, nor received any public sanction or penalty imposed by regulatory bodies during the 昀椀nancial year.
16
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
Annual Report 2025
Director's Profile (cont'd.)
ZARINA BINTI BASAR53 ● MALAYSIAN ● FEMALE
Executive Director
Puan Zarina was appointed to the Board of Ajinomoto (Malaysia) Berhad as Executive Director on 1 July 2025 and hence, she did not attend any of the Board meetings held in the 昀椀nancial year. She is not a member of any Board Committee.
Puan Zarina graduated from Universiti Pertanian Malaysia (now known as University Putra Malaysia) with a Bachelor of Science (Honours) in August 1995.
She joined Ajinomoto (Malaysia) Berhad in 1998 as a Production Planning & Admin Executive and over the years, she moved up the corporate ladder and served in various capacities. She presently holds the position of Chief Administration Of昀椀cer.
She does not hold directorships in any other public company and listed issuer. She has no con昀氀ict of interest or potential con昀氀ict of interest, including interest in any competing business with the Company. She does not have any family relationship with any other Director or major shareholder of the Company. She has also neither been convicted for any offences within the past 昀椀ve (5) years other than for traf昀椀c offences, if any, nor received any public sanction or penalty imposed by regulatory bodies during the 昀椀nancial year.
Annual Report 2025
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
17
The Board of Directors of the Company ("the Board") recognises the importance of maintaining high standards of corporate governance within the Company as this would serve to protect shareholders' value while at the same time preserving the interests of the Company's other stakeholders. The Board understands that this is not just through achieving the desired 昀椀nancial performance but also through carrying out ethical and sustainable practices.
The Board is committed to its policy of managing the affairs of the Company with transparency, accountability and integrity by ensuring that a sound framework of best corporate governance practices is in place and thus discharging its responsibility towards protecting and enhancing long-term shareholders' value and investors' interest.
In establishing the Company's Corporate Governance framework, the Board takes cognisance of the Malaysian Code on Corporate Governance ("MCCG") which was revised on 28 April 2021. An overview statement on the corporate governance practices of the Company for the 昀椀nancial year ended 31 March 2025 is appended below. The comprehensive Corporate Governance Report is published on the Company's website at https://www.ajinomoto.com.my.
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
Board's Leadership on Objectives and Goals
The Board is responsible for the leadership and long-term success of the Company and the delivery of sustainable value to its stakeholders. In discharging its 昀椀duciary duties and leadership functions, the Board is guided by the Board Charter, which outlines the duties and responsibilities of the Board, matters reserved for the Board as well as those which the Board may delegate to the Board Committees, Managing Director ("MD")/Chief Executive Of昀椀cer ("CEO") and Management.
The Board has reserved a formal schedule of matters for its decision-making to ensure that the direction and control of the Company are 昀椀rmly in its hands. It has set the strategic direction of the Company, exercised oversight on Management and set the appropriate tone at the top, while providing thought leadership and championing good governance and ethical practices throughout the Company.
All the Directors of the Company have objectively discharged their 昀椀duciary duties and responsibilities at all times in the best interests of the Company to oversee the conduct, business activities and development of the Company. The Board evaluates and determines the training needs of its Directors annually and encourages the Directors to attend various professional training programmes necessary to keep abreast of issues and challenges arising from the changing business environment within which the Company operates.
During the 昀椀nancial year ended 31 March 2025, all Directors complied with Paragraph 15.08 of Bursa Malaysia Securities Berhad ("Bursa Securities") Main Market Listing Requirements ("Main LR") and attended training programmes as follows:-
Name of Director
Training/courses attended
Tan Sri Dato' (Dr.) Teo Chiang Liang
Intelligence
Cheong Heng Choy
Intelligence
Riichiro Osawa
(resigned w.e.f. 31 March 2025)
Intelligence
Shunsuke Sasaki
(resigned w.e.f. 30 June 2025)
Intelligence
Mandatory Accreditation Programme Part II (MAP) - Leading for Impact (LIP)
Steering Business Transformation: Harnessing the Power of Arti昀椀cial
From Flavor Pioneers to Food Solution Architects: Uniting the World Through Taste, Inspiring Culinary Joy
Steering Business Transformation: Harnessing the Power of Arti昀椀cial
From Flavor Pioneers to Food Solution Architects: Uniting the World Through Taste, Inspiring Culinary Joy
Steering Business Transformation: Harnessing the Power of Arti昀椀cial
From Flavor Pioneers to Food Solution Architects: Uniting the World Through Taste, Inspiring Culinary Joy
Steering Business Transformation: Harnessing the Power of Arti昀椀cial
From Flavor Pioneers to Food Solution Architects: Uniting the World Through Taste, Inspiring Culinary Joy
18
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
Annual Report 2025
Corporate Governance Overview Statement (cont'd.)
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont'd.)
Board's Leadership on Objectives and Goals (cont'd.)
Name of Director
Training/courses attended
Norani binti Sulaiman
Intelligence
Noriko Fujimoto
(resigned w.e.f. 31 March 2025)
Intelligence
Elaine Tan Ai Lin
Intelligence
Yong Kum Cheng
Intelligence
Steering Business Transformation: Harnessing the Power of Arti昀椀cial
From Flavor Pioneers to Food Solution Architects: Uniting the World Through Taste, Inspiring Culinary Joy
Steering Business Transformation: Harnessing the Power of Arti昀椀cial
From Flavor Pioneers to Food Solution Architects: Uniting the World Through Taste, Inspiring Culinary Joy
Steering Business Transformation: Harnessing the Power of Arti昀椀cial
From Flavor Pioneers to Food Solution Architects: Uniting the World Through Taste, Inspiring Culinary Joy
Steering Business Transformation: Harnessing the Power of Arti昀椀cial
From Flavor Pioneers to Food Solution Architects: Uniting the World Through Taste, Inspiring Culinary Joy
As Mr. Daisaku Wadami, Mr. Akihiko Nozaki, Mr. Taishi Akiyama and Puan Zarina Binti Basar were only appointed as Directors of the Company on 1 April 2025 and 1 July 2025 respectively, there are no disclosures regarding their training records during the 昀椀nancial year ended 31 March 2025.
The Board with the assistance of the Nomination Committee ("NC"), reviews the training programmes for the Board annually. The Board had approved two (2) in-house training programmes entitled 'From Flavor Pioneers to Food Solution Architects: Uniting the World Through Taste, Inspiring Culinary Joy' and 'Steering Business Transformation: Harnessing the Power of Arti昀椀cial Intelligence' for the Board and senior management, which were conducted on 27 February 2025 and 20 March 2025, respectively.
The Board had 昀椀ve (5) Board Meetings during the 昀椀nancial year ended 31 March 2025.
To enable the Board to discharge its responsibilities in meeting the goals and objectives of the Company, the Board has, amongst others:-
promoted good corporate governance culture within the Company which reinforces ethical, prudent and professional conduct;
reviewed, challenged and decided on Management's proposals for the Company, and monitored its implementation;
ensured that the strategic plan of the Company supports long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability;
assessed Management performance;
ensured there is a sound framework for internal controls and risk management;
recognised the principal risks of the Company's business and that business decisions involve taking of appropriate risks;
set the risk appetite within which the Board expects Management to operate and ensure that there is an appropriate risk management framework to identify, analyse, evaluate, manage and monitor signi昀椀cant昀椀nancial and non-昀椀nancial risks;
ensured that senior management has the necessary skills and experience, and measures are in place to provide for the orderly succession of the Board and senior management;
ensured that the Company has in place procedures to enable effective communication with shareholders and stakeholders; and
ensured the integrity of the Company's 昀椀nancial and non-昀椀nancial reporting.
Annual Report 2025
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
19
Corporate Governance Overview Statement
(cont'd.)
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont'd.)
1.0 Board's Leadership on Objectives and Goals (cont'd.)
The Chairman of the Board has:-
provided leadership for the Board so that the Board can discharge its duties and responsibilities effectively;
through the Chief Finance Of昀椀cer and Company Secretaries, set the Board agenda and ensured that Board
members receive complete and accurate information in a timely manner;
led Board meetings and discussions;
encouraged active participation and allowed dissenting views to be freely expressed;
managed the interface between Board and Management;
ensured appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board;
led the Board in discussion on sustainability and Environmental, Social and Governance ("ESG") matters; and
led the Board in establishing and monitoring good corporate governance practices in the Company.
The positions of the Chairman and MD/CEO are held by two different individuals, and each has a clear accepted division of responsibilities to ensure that there is a balance of power and authority to promote accountability. The Chairman is responsible for instilling good corporate governance practices and leadership, and for ensuring Board effectiveness. The Chairman leads the Board in its collective oversight of Management, while the MD/CEO has the overall responsibilities over the Company's operating units, organisational effectiveness and implementation of Board policies and decisions. The distinct and separate roles of the Chairman and MD/CEO are clearly de昀椀ned in the Board Charter to ensure that no one individual has unfettered powers of decision-making.
The Chairman of the Board is also the Chairman of the Remuneration Committee ("RC") and a member of the two
(2) Board Committees, namely, the Audit Committee ("AC") and NC.
The Board took cognisance that having the same person assume the position of Chairman of the Board and member of other Board Committees gives rise to the risk of self-review and may impair the objectivity of the Board Chairman and the Board when deliberating on the observations and recommendations put forth by the Board Committees. However, Tan Sri Dato' (Dr.) Teo Chiang Liang is not involved in the management and operational matters of the Company, and he always provides constructive ideas and opinions to the Board and Board Committees respectively, and shows impartiality in his judgement and conduct based on different perspectives as a Board Chairman and member of Board Committees.
The Company is supported by two (2) suitably quali昀椀ed and competent Company Secretaries. Both Company Secretaries are quali昀椀ed Chartered Secretaries under Section 235(2)(a) of the Companies Act 2016 registered with the Companies Commission of Malaysia and are Fellow members of the Malaysian Association of the Institute of Chartered Secretaries and Administrators ("MAICSA"). The Company Secretaries are external company secretaries from Securities Services (Holdings) Sdn. Bhd. with vast knowledge and experience from being in public practice and is supported by a team of competent company secretarial personnel.
The Company Secretaries have:-
together with Management, managed all Board and Board Committee meetings logistics;
attended and recorded minutes of all Board and Board Committee meetings and facilitated Board communications either in person or through its representative;
advised the Board on its roles and responsibilities;
facilitated Director training and development;
advised the Board on corporate disclosures and compliance with Company and Securities Commission Malaysia's regulations and Listing Requirements;
managed processes pertaining to the Sixty-Third Annual General Meeting ("63rd AGM") of the Company; and
monitored corporate governance developments and advised the Board on governance practices.
The Company Secretaries have and will continue to constantly keep themselves abreast of matters concerning company law, the capital market, corporate governance, and other pertinent matters, and with changes in the regulatory environment, through continuous training and industry updates. They have also attended relevant continuous professional development programmes as required by MAICSA for practicing Chartered Secretaries.
The Board is satis昀椀ed with the performance and support rendered by the Company Secretaries to the Board in the
discharge of its function, duties and responsibilities.
20
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
Annual Report 2025
Corporate Governance Overview Statement (cont'd.)
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont'd.)
1.0 Board's Leadership on Objectives and Goals (cont'd.)
Meeting materials are circulated to Directors at least 昀椀ve (5) business days in advance of Board/Board Committee meetings. The Minutes of Board/Board Committee meetings are circulated to the respective Chairman of the meetings in a timely manner for review before they are con昀椀rmed and adopted by members of the Board/Board Committee at their respective meetings.
Demarcation of Responsibilities
The Board has a Board Charter, which is published on the Company's website at https://www.ajinomoto.com.my, which was last reviewed on 24 August 2023. The Board Charter clearly sets out the Board's strategic intent and identi昀椀es the respective roles and responsibilities of the Board, Board Committees, individual Directors, Senior Independent Non-Executive Director and senior management, as well as issues and decisions reserved for the Board, the Board's governance structure and authority, and Terms of Reference of the Board, Board Committees and senior management. This is to ensure that all Directors and senior management acting on behalf of the Company are aware of their duties and responsibilities.
As part of its efforts to ensure the effective discharge of its duties, the Board has delegated certain functions and authorities to three (3) of its Board Committees, namely, AC, NC, and RC. These Committees are entrusted with speci昀椀c responsibilities to assist the Board in overseeing the Company's affairs, in accordance with their limits of authority and respective Terms of Reference, which are published on the Company's website at www.ajinomoto. com.my together with the Board Charter. These Terms of Reference will be reviewed as and when necessary to ensure they remain consistent with the Board's objectives and responsibilities, and re昀氀ect the latest compliance requirements as a result of changes in the regulatory framework, and remain relevant at all times. The Board keeps itself abreast of the responsibilities delegated to each Board Committee, and matters deliberated at each Board Committee meeting through the minutes of the Board Committee meetings and reports by the respective Board Committee Chairman, at Board meetings.
AC
Details on the AC are in the AC Report contained in this Annual Report.
RC
Details on the RC are contained in the Corporate Governance Report.
NC
The NC was established with clearly de昀椀ned Terms of Reference and comprises exclusively of Non-Executive Directors, with a majority of them are independent pursuant to Paragraph 15.08A(1) of the Main LR of Bursa Securities, during the 昀椀nancial year ended 31 March 2025 as follows:-
Name | Designation | Directorship |
Norani binti Sulaiman | Chairperson | Independent Non-Executive Director |
Tan Sri Dato' (Dr.) Teo Chiang Liang | Member | Non-Independent Non-Executive Director |
Cheong Heng Choy* | Member | Senior Independent Non-Executive Director |
Elaine Tan Ai Lin | Member | Independent Non-Executive Director |
Note:-
* Mr. Cheong Heng Choy was re-designated as a Senior Independent Non-Executive Director on 18 November 2024.
Presently, the NC is chaired by Puan Norani binti Sulaiman, an Independent Non-Executive Director of the Company.
Annual Report 2025
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
21
Corporate Governance Overview Statement
(cont'd.)
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont'd.)
Demarcation of Responsibilities (cont'd.)
NC (cont'd.)
The NC is empowered by the Board to oversee the selection and assessment of Directors to be appointed to ensure that the Board's composition and skills meet the needs of the Company, and hence, is tasked with the following duties and responsibilities:-
to assess and recommend to the Board, candidates for directorships;
to recommend to the Board the nominees to 昀椀ll the seats on Board Committees;
to review Board and senior management succession plans;
to review training programmes for the Board annually and facilitate Board induction and training programmes for new members of the Board;
to assess the effectiveness of the Board and the Committees of the Board as a whole, and each individual Director;
to review the term of of昀椀ce and performance of the AC and each of its members annually to determine
whether the AC and members have carried out their duties in accordance with their Terms of Reference;
to act in line with the directions of the Board;
to consider and examine such other matters as the NC considers appropriate; and
to consider any other matters as de昀椀ned by the Board.
Activities of the NC
During the 昀椀nancial year ended 31 March 2025, the NC held three (3) meetings to perform the following in the
discharge of its duties and responsibilities:-
reviewed the pro昀椀le and nomination of new Board members;
assessed the independence of Independent Non-Executive Directors;
reviewed the contribution and performance of each individual Director, the Board as a whole and Board Committees;
reviewed and recommended the re-election of Directors to the Board for recommendation to the shareholders for approval;
reviewed and recommended the retention of Independent Non-Executive Directors to the Board for recommendation to the shareholders for approval;
reviewed and recommend the training programmes for the Board;
reviewed the term of of昀椀ce and performance of the AC and each of its members; and
reviewed and proposed the appointment of a Senior Independent Director.
In reviewing the pro昀椀le and nomination of new Board members, the NC takes into consideration the criteria as set
out in the Directors' Fit and Proper Policy:-
professional expertise, level of experience, competency and background;
time commitment and potential to add value to the Board and the Company as a whole; and
promotion of diversity in views and opinions on the Board.
In assessing the performance of the Board, Board Committees and Directors of the Company, the NC takes into consideration the following:-
Personal commitment/contribution to interaction
Understanding of the Company's activities
Compliance with the Terms of Reference, duties and responsibilities of a Director, and of a Chairman of the Company
22
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
Annual Report 2025
Corporate Governance Overview Statement (cont'd.)
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont'd.)
Demarcation of Responsibilities (cont'd.)
Activities of the NC (cont'd.)
The attendance of Directors who are members of Board Committees during the 昀椀nancial year ended 31 March 2025
is set out below:-
Directors
NC
AC
RC
Non-Executive Directors
Tan Sri Dato' (Dr.) Teo Chiang Liang
3/3
5/5
2/2
Norani binti Sulaiman
3/3
5/5
2/2
Cheong Heng Choy
3/3
5/5
2/2
Elaine Tan Ai Lin
3/3
5/5
2/2
Good Business Conduct and Healthy Corporate Culture
The Board is committed to maintaining a corporate culture that engenders ethical conduct. The Board has formalised ethical standards by adopting a Code of Conduct, which summarises what the Company must endeavour to do proactively in order to increase corporate value, and which describes the areas in daily activities that require caution in order to minimise any risks that may occur. The Company's Code of Conduct covers ethical behaviour in all aspects of the Company's business operations, which includes areas concerning the provision of safe, high-quality products and services, social contribution activities, conservation of the environment, respect for human rights and ensuring workplace safety, responsibilities to shareholders, fair and transparent transactions and protection and management of Company's assets and information.
The said Code of Conduct is published on the Company's website at https://www.ajinomoto.com.my.
Employees are made aware that relevant disciplinary actions will be taken for unethical behaviour and gross misconduct.
The Board has put in place a Whistleblowing Policy, which was last revised on 27 June 2024, to encourage its employees to report genuine concerns in relation to breach of any legal obligation (including negligence, criminal activity, breach of contract and breach of the law), miscarriage of justice, danger to health and safety or the environment and the cover-up of any of these in the workplace. The Whistleblowing Policy of the Company provides guidance on the appropriate communication and feedback channels to facilitate whistleblowing.
The said Whistleblowing Policy is published on the Company's website at https://www.ajinomoto.com.my.
Sustainability
The Board promotes sustainability through its strategic oversight and integration of sustainability considerations in the decision-making process and operations of the Company. This entails taking a holistic view of how the Company creates value for its shareholders and stakeholders bearing in mind ESG factors. The Company's efforts have been taken in the past years to strengthen sustainability governance by incorporating the Ajinomoto Group Creating Shared Value ("ASV") Policy into the Company's business activities. ASV creates a virtuous cycle (the ASV cycle) that reinvests the economic value created by playing an active role in contributing towards resolving social issues through the Company's business activities. ASV represents a strategic initiative for realising sustainable growth.
The Company's Sustainability Governance Structure was established to provide strategic oversight on the ESG management of the Company. The Company's MD/CEO oversees the Company's sustainability initiatives and direction, as well as approves sustainability-related matters. The MD/CEO is supported by the Sustainability Management Committee ("SMC") which monitors material ESG risks and opportunities and ensures the implementation of sustainability strategies and initiatives.
Please refer to the Sustainability Statement in the Annual Report for further details.
Annual Report 2025
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
23
Corporate Governance Overview Statement
(cont'd.)
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont'd.)
4.0 Sustainability (cont'd.)
The Company has engaged with stakeholders in a variety of ways through formal and informal activities. Sustainability strategies, priorities and targets, and performance are communicated through the Company's Annual Report and corporate website, which contains its sustainability approach and governance, environmental performance, contributions to society and employee relations, among others.
The Board, through the NC, assessed the annual training programme attended by the Directors during the 昀椀nancial year ended 31 March 2025 to ensure that the Directors had and will continue to constantly keep abreast of the relevant requirements and matters including the latest developments on sustainability, especially on issues relevant to the Company.
The Board evaluation process incorporates an assessment of the Board's performance and effectiveness in addressing the Company's material sustainability risks and opportunities. As for the performance evaluation of senior management, the ESG performance as well as the sustainability-related risks and opportunities have been introduced as part of the key performance indicators.
The Chief Production Of昀椀cer is the designated person within Management to manage sustainability strategies and
initiatives in the Company.
The Chief Production Of昀椀cer ensures alignment of the sustainability targets with the business operations of the Company. The Chief Production Of昀椀cer is supported by SMC comprising heads of various departments.
Board Composition
The NC is responsible for overseeing and reviewing on an ongoing basis, the overall composition of the Board in terms of size, the required mix of skills, experience and other qualities and core competencies for the Directors of the Company. The effectiveness of the Board as a whole and the contribution and performance of each individual Director to the effectiveness of the Board and the Board Committees will also be assessed by the NC on an annual basis.
At the commencement of the 昀椀nancial year ended 31 March 2025, the Board comprised of eight (8) members, four
(4) of whom were Executive Directors, three (3) of whom were Independent Non-Executive Directors, and one (1) of whom was a Non-Independent Non-Executive Director. Subsequently, following the 昀椀nancial year ended 31 March 2025 up till the date of this statement, the Board has expanded its composition to nine (9) members, comprising昀椀ve (5) Executive Directors, three (3) Independent Non-Executive Directors, and one (1) Non-Independent Non-Executive Director.
The composition of the Board complies with Paragraph 15.02 of the Main LR of Bursa Securities, which stipulates that the Company must ensure that at least two (2) Directors or 1/3 of the Board, whichever is the higher, are Independent Non-Executive Directors.
Although less than half of the Board comprises Independent Non-Executive Directors, the Board is of the view that having three (3) Independent Non-Executive Directors on the Board provides adequate check and balance of power and authority and is able to support independent deliberation of the Board and suf昀椀ciently enable it to discharge its duties objectively. Despite Tan Sri Dato' (Dr.) Teo Chiang Liang's re-designation as the Non-Independent Non-Executive Chairman on 31 May 2023, he continues to provide the strong leadership necessary to marshal the Board's priorities objectively.
As of the date of this statement, none of the Independent Non-Executive Directors has exceeded the cumulative term of nine (9) years.
The Board has not adopted a policy that limits the tenure of its Independent Non-Executive Directors to nine (9) years, being a step-up practice.
24
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
Annual Report 2025
Corporate Governance Overview Statement (cont'd.)
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont'd.)
Board Composition (cont'd.)
The Board is supportive of the Board and senior management composition diversity recommendation promoted by the MCCG in order to offer greater depth and breadth to Board discussions and constructive debates at the senior management level.
The Directors and senior management are recruited based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender.
The Board appoints its members through a formal and transparent selection process. The new appointees will be considered and evaluated by the NC and the NC will then recommend the candidates to be approved and appointed by the Board. The Company Secretaries will ensure all appointments are properly documented. This process was applied for the proposed appointment of Mr. Daisaku Wadami and Mr. Akihiko Nozaki as Directors of the Company during the 昀椀nancial year ended 31 March 2025.
The Company is an equal opportunity employer and does not practice discrimination of any form, irrespective of age, gender, race and religion, throughout the organisation. The Directors of the Company devote suf昀椀cient time to carry out their duties.
Although the Board did not utilise independent sources to identify the proposed appointment of new Board members during the 昀椀nancial year ended 31 March 2025, namely, Mr. Daisaku Wadami and Mr. Akihiko Nozaki who were recommended by the major shareholder, Ajinomoto Co., Inc., Board decisions were still made objectively in the best interests of the Company taking into account the diverse skills, expertise and potential to contribute to the Board.
The Board will consider utilising independent sources to identify suitably quali昀椀ed candidates when the need arises
in the future.
The NC is responsible for making recommendations to the Board on the eligibility of the Directors to stand for re-election at the Annual General Meeting ("AGM") of the Company. The performance of the retiring Directors who are recommended for re-election at the AGM of the Company has been assessed through the Board and Board Committees evaluation, including the 昀椀t and proper assessment.
During the 昀椀nancial year ended 31 March 2025, the NC was chaired by Puan Norani binti Sulaiman, the Independent Non-Executive Director. The NC Chairperson has led the annual review of Board effectiveness, ensuring that the performance of each individual Director is independently assessed and will lead the succession planning and appointment of future Board members.
The Board recognises that a gender-diverse Board could offer greater depth and breadth whilst the diversity at key senior management would lead to better decision-making. Throughout the 昀椀nancial year ended 31 March 2025, the Board comprised three (3) female Directors out of a total of eight (8) members, representing 38% of the Board composition.
The Board practices non-gender discrimination and endeavours to promote workplace diversity and supports the representation of women in the composition of Board and senior management positions of the Company. The Gender Diversity Policy of the Board has been incorporated into the Company's Board Charter.
The Board, assisted by Management, is responsible for developing strategies to meet the objectives of gender diversity and monitoring the progress of achieving the objectives through the monitoring, evaluation and reporting mechanisms. These gender diversity strategies include:-
recruiting from a diverse pool of candidates i.e., from the Director's registry, open advertisement, or by the use
of independent search 昀椀rms for all positions, including senior management;
reviewing succession plans to ensure an appropriate focus on gender diversity;
identifying speci昀椀c factors to take into account in the recruitment and selection processes to encourage gender
diversity;
developing programmes to develop a broader pool of skilled and experienced senior management and Board candidates, including, workplace development programmes, mentoring programmes, and targeted training and development; and
any other strategies the Board develops from time to time.
Annual Report 2025
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
25
Corporate Governance Overview Statement
(cont'd.)
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont'd.)
Overall Effectiveness of the Board
The Board has, through the NC, conducted the following annual assessments in the 昀椀nancial year ended 31 March
2025:-
Directors' self-assessment;
Evaluation of the effectiveness of the Board as a whole and Board Committees;
Assessment of Independent Non-Executive Directors; and
Review of the term of of昀椀ce and performance of AC and each of its members.
The annual assessment of individual Directors, Board as a whole, and Board Committees are based on a comprehensive assessment system, which commences with the completion of a set of comprehensive Self-Assessment Form detailing all assessment criteria to be completed by all Directors for evaluation by the NC. Criteria for the self-assessment include self-ratings on the Director's knowledge, support of the mission and goals of the Company, time commitment, and active participation on the Board.
Based on the outcome of the evaluation, the Board noted the following:-
Individual Directors are able to meet the Board's expectations in terms of character, experience, integrity, competency, and time commitment in discharging their roles as Directors of the Company.
Individual Directors exercised due care and carried out professional duties pro昀椀ciently.
The Board and Board Committees had been effective in carrying out their functions and duties.
All Independent Non-Executive Directors have been and remain independent from Management and free from any business relationship that could materially interfere with their independent judgement.
The Board will consider engaging a professional, experienced and independent party to lend greater objectivity to the assessments as and when required.
The Board is also satis昀椀ed with the level of time commitment given by all the Directors towards ful昀椀lling their roles and responsibilities as Directors of the Company. This is evidenced by the attendance record of the Directors at the Board meetings during the 昀椀nancial year ended 31 March 2025 as set out in the table below:-
Directors | No. of meetings attended |
Tan Sri Dato' (Dr.) Teo Chiang Liang | 5/5 |
Cheong Heng Choy | 5/5 |
Daisaku Wadami * (appointed w.e.f. 1 April 2025) | - |
Riichiro Osawa (resigned w.e.f. 31 March 2025) | 5/5 |
Taishi Akiyama * (appointed w.e.f. 1 July 2025) | - |
Shunsuke Sasaki (resigned w.e.f. 30 June 2025) | 5/5 |
Norani binti Sulaiman | 5/5 |
Akihiko Nozaki * (appointed w.e.f. 1 April 2025) | - |
Noriko Fujimoto (resigned w.e.f. 31 March 2025) | 5/5 |
Elaine Tan Ai Lin | 5/5 |
Yong Kum Cheng | 5/5 |
Zarina Binti Basar * (appointed w.e.f. 1 July 2025) | - |
Note:-
* Mr. Daisaku Wadami, Mr. Akihiko Nozaki, Mr. Taishi Akiyama and Puan Zarina Binti Basar were appointed as
Directors of the Company after the 昀椀nancial year ended 31 March 2025.
26
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
Annual Report 2025
Corporate Governance Overview Statement (cont'd.)
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont'd.)
Level and Composition of Remuneration
In view that fair remuneration is crucial to attract, retain and motivate Directors and senior management, the Board has adopted Policies and Procedures to Determine the Remuneration of Directors and Senior Management which takes into account the demands, complexities and performance of the Company as well as skills and experience required to determine the remuneration of Directors and senior management. The said Policies and Procedures are available on the Company's website at https://www.ajinomoto.com.my.
The Board has a RC that assists the Board in implementing its policies and procedures on remuneration, which includes reviewing and recommending the proposed remuneration packages of the Directors of the Company. The RC also assists the Board in structuring and linking Directors' remuneration to the strategic objectives of the Company, which rewards contributions to the long-term success of the Company in promoting business stability, sustainability and growth.
The Terms of Reference of the RC is published on the Company's website at https://www.ajinomoto.com.my.
The RC is chaired by Tan Sri Dato' (Dr.) Teo Chiang Liang, the Non-Independent Non-Executive Chairman of the Company.
The RC currently consists of all Non-Executive Directors with a majority of them being Independent Directors, which is in line with the MCCG.
Remuneration of Directors and Senior Management
Remuneration of Directors for the 昀椀nancial year ended 31 March 2025 is as follows:-
Executive Directors
Name of Director | Salaries and other emoluments | Fees* | Bonus | Gratuity# | De昀椀ned contribution plan | Bene昀椀ts in- kind |
Company | RM | RM | RM | RM | RM | RM |
Riichiro Osawa (resigned w.e.f. 31 March 2025) | 758,948 | - | 97,764 | - | - | 230,505 |
Shunsuke Sasaki (resigned w.e.f. 30 June 2025) | 802,811 | - | 97,764 | - | - | 109,279 |
Noriko Fujimoto (resigned w.e.f. 31 March 2025) | 619,840 | - | 97,764 | - | - | 141,170 |
Yong Kum Cheng | 288,366 | 27,000 | 128,041 | 10,800 | 53,663 | 17,403 |
Annual Report 2025
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
27
Corporate Governance Overview Statement
(cont'd.)
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont'd.)
8.0 Remuneration of Directors and Senior Management (cont'd.)
Non-Executive Directors
Name of Director Company | Fees* RM | Gratuity# RM | Other emoluments^ RM | Bene昀椀ts in- kind RM |
Tan Sri Dato' (Dr.) Teo Chiang Liang | 90,000 | 36,000 | 31,800 | - |
Cheong Heng Choy | 45,000 | 18,000 | 21,500 | - |
Norani binti Sulaiman | 35,000 | 14,000 | 21,800 | - |
Elaine Tan Ai Lin | 35,000 | 14,000 | 21,800 | - |
Note:-
* Subject to shareholders' approval at the Sixty-Fourth ("64th") AGM of the Company.
^ Meeting, transport allowance, and hospitalisation coverage approved by shareholders at the 63rd AGM of the Company.
# Based on the Company's current Remuneration Policy, all Malaysian Directors are entitled to receive gratuity payment upon their resignation or retirement from of昀椀ce. The Company would make a provision for the gratuity amounts during the Directors' term of of昀椀ce, and hence, the above gratuity was provided for in the 昀椀nancial statements for the current 昀椀nancial year but it has not been paid yet.
8.2 Members of senior management of the Company are also Executive Directors of the Company and their detailed remuneration are disclosed as above.
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT
Effective and Independent AC
During the 昀椀nancial year ended 31 March 2025, the AC is chaired by Mr. Cheong Heng Choy, a Senior Independent Non-Executive Director, while Tan Sri Dato' (Dr.) Teo Chiang Liang is the Chairman and Non-Independent Non-Executive Director of the Board. Tan Sri Dato' (Dr.) Teo Chiang Liang, together with Puan Norani binti Sulaiman and Ms. Elaine Tan Ai Lin, the Independent Non-Executive Directors, are members of the AC.
This separation of leadership and responsibility ensured that the objectivity of the Board's review of the AC's 昀椀ndings
and recommendations was not impaired. This separation is set out clearly in the Terms of Reference of the AC.
Mr. Cheong Heng Choy is responsible for ensuring the overall effectiveness and independence of the AC. Together with other members of the AC, they had ensured amongst others that:-
the AC is fully informed about signi昀椀cant matters related to the Company's audit and its 昀椀nancial statements
and these matters are addressed;
the AC appropriately communicates its insights, views and concerns about relevant transactions and events to Internal and External Auditors;
the AC's concerns on matters that may have an effect on the 昀椀nancial or audit of the Company are
communicated to the External Auditors; and
there is co-ordination between Internal and External Auditors.
Before appointing a former partner of the external audit 昀椀rm of the Company as a member of the AC, the AC has adopted the Policies and Procedures to Assess the Suitability, Objectivity and Independence of External Auditors ("Policies and Procedures for External Auditors"), which requires a cooling-off period of at least three (3) years to be observed by the former partner of the external audit 昀椀rm of the Company before being appointed as a member of the AC. This is to safeguard the independence of the audit and preparation of the Company's 昀椀nancial statements.
28
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W)
Annual Report 2025
Corporate Governance Overview Statement (cont'd.)
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT (cont'd.)
9.0 Effective and Independent AC (cont'd.)
In recommending the appointment or re-appointment of the External Auditors to the Board, the AC has established Policies and Procedures for External Auditors that consider amongst others:-
the competence, audit quality, experience, and resource capacity of the External Auditor and its staff assigned to the audit;
the audit 昀椀rm's other audit engagements;
the adequacy of the scope of the audit plan;
the External Auditor's ability to meet deadlines in providing services and responding to issues in a timely manner as contemplated in the external audit plan;
the nature and extent of the non-audit services rendered and the appropriateness of the level of fees; and
obtaining written assurance from the External Auditors con昀椀rming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.
The assessment to consider the suitability, objectivity and independence of the audit 昀椀rm is conducted annually. During the 昀椀nancial year ended 31 March 2025, the AC had assessed the suitability, objectivity and independence
of KPMG PLT ("KPMG") as the External Auditors of the Company based on the following criteria set out in the Policies
and Procedures for External Auditors:-
fees
competence, audit quality and resource capacity
non-audit work
independence
Upon completion of its assessment, the AC was satis昀椀ed with KPMG's technical competency and had recommended
to the Board the re-appointment of KPMG as External Auditors of the Company. The Board had, in turn, recommended the same for shareholders' approval at the 63rd AGM of the Company.
The AC comprises a majority of Independent Non-Executive Directors, which complies with the Main LR of Bursa Securities.
All members of the AC are 昀椀nancially literate and are able to understand the Company's business and matters under the purview of the AC including the 昀椀nancial reporting process. They have continuously applied a critical and probing view on the Company's 昀椀nancial reporting process, transactions and other 昀椀nancial information, and effectively challenged Management's assertions on the Company's 昀椀nancials. Any inconsistencies or irregularities in the 昀椀nancial and operational reports would be questioned to ascertain that the Quarterly Report and the annual Audited Financial Statements taken as a whole provide a true and fair view of the Company's 昀椀nancial position and performance.
All members of the AC have also undertaken and will continue to undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules as and when required.
10.0 Risk Management and Internal Control
10.1 The Board is supported by the Risk Management Committee which is guided by the risk framework of Ajinomoto Co., Inc.'s Risk Management Guideline System. The risk management framework serves as a reference for the Risk Management Committee to identify, assess and monitor the key business risks of the Company in order to safeguard shareholders' investment and the Company's assets.
The Risk Management Committee is chaired by the MD/CEO and includes other key Management staff of the Company. Periodic Management meetings are conducted to deliberate the risk issues faced by the Company and the necessary actions to be taken. The MD/CEO presents the risk management report to the Board quarterly for the Board's attention.
