Corporate Governance Report FY2023

STOCK CODE

:

4006

COMPANY NAME

:

Oriental Holdings Berhad

FINANCIAL YEAR

:

December 31, 2023

Application

:

Applied

Explanation on

:

The Board is responsible for governing and directing the affairs of

application of the

Oriental Holdings Berhad ("OHB") and its subsidiaries (collectively

practice

referred to as the "Group"), enhancing long-term shareholder value

whilst taking into account the interests of other stakeholders and

maintaining high standards of transparency, accountability, and

integrity.

In discharging its duties, the Board sets the Group's vision, mission, and

values which are published on corporate website and communicated to

all stakeholders.

The Board reviews and adopts the Group's strategic plan which includes

business sustainability considerations. Amongst others, the activities of

the Board include approving annual business plans, annual capital and

operating budget, and monitoring the Group's performance and

progress towards meeting its strategic objectives in the medium to long

term.

The Board has also established a Corporate Disclosure and

Communications Policy to guide effective and orderly communication

of information to investors, stakeholders, and the general public.

Through Management, various channels are also deployed to engage

with the Group's stakeholders with a view to communicate relevant

information and obtain stakeholders' views to understand their

interests and concerns which are then considered in the business

decision-making process.

Premised on high standards of transparency, accountability and

integrity, the Board is dedicated to discharging its duties with

unfettered objectivity, due care and skill in the best interest of the

Company as enshrined in the Board Charter, which includes a formal

schedule of matters reserved for the Board.

2

Explanation for

:

departure

Application

:

Applied

Explanation on

:

The Chairman of the Board is Datuk Loh Kian Chong who was appointed

application of the

on 1 January 2015.

practice

As outlined in the Board Charter, the responsibilities of the Chairman,

amongst others, are as follows:

• acting as chief spokesperson and representative of the Board and

Company;

• ensuring that the Board is aware of its statutory obligations to the

Company, its shareholders, employees and other stakeholders;

• presiding at Board and shareholder meetings and ensuring the

proceedings thereof comply with good conduct and practices;

• establishing frequency and timing of Board meetings as well as

reviewing such practice from time to time, as considered

appropriate, or as requested by the Board;

• functioning as facilitator at Board meetings and ensuring that no

member, whether executive or otherwise, dominates discussion.

The Chairman shall also encourage Board members to participate

in discussions and that relevant opinions amongst members are

forthcoming, resulting in logical and understandable outcomes;

• ensuring that all Directors are enabled and encouraged to

participate at Board meetings. This includes ensuring that all

relevant issues are on the agenda and that all Directors receive

timely and relevant information tailored to their needs and that

they are properly briefed on issues arising at Board meetings;

• ensuring Executive Directors accept their share of responsibilities

of governance and provide regular updates on all issues pertinent

to the welfare and future of the Group to the Board;

• liaising and co-ordinating input from all Directors, especially Board

Committees' Chairman, to optimise the effectiveness of the Board

and its Committees;

• ensuring the adequacy and integrity of the Board governance

processes; and

• performing other responsibilities assigned by the Board from time

to time.

Explanation for

:

departure

Application

:

Applied

Explanation on

:

The positions of Chairman and Chief Executive Officer ("CEO") of OHB

application of the

are held by different individuals, i.e. Datuk Loh Kian Chong as the

practice

Chairman whilst Dato' Robert Wong Lum Kong, DSSA, JP, CMJA (UK) and

Dato' Seri Lim Su Tong are the joint Group Managing Directors. Ms. Tan

Kheng Hwee and Dato' Sri Datuk Wira Tan Hui Jing serve as Executive

Directors.

The Board believes that segregation of positions of the Chairman and

CEO allows OHB to promote accountability and facilitate division of

responsibilities as well as ensure a balance power between Chairman

and the CEO.

Additionally, the Board has established an EXCO comprising all five (5)

Executive Directors to assist the Board in overseeing the execution of

day-to-day activities of the Company with a view of achieving long term

business sustainability.

Explanation for

:

departure

Application

:

Applied

Explanation on

:

The Chairman of the Board is not a member of the AC, NC, or RC. Each

application of the

of the AC, NC, and RC is comprised exclusively of Independent Non-

practice

Executive Directors. The AC, NC, and RC carry out their roles and

responsibilities in accordance with their respective Terms of Reference

objectively.

The Chairman does not participate in any of the meetings of the AC, NC,

or RC.

Explanation for

:

departure

Application

:

Applied

Explanation on

:

Ms. Ong Tze-En (MAICSA 7026537) and Ms. Tai Yit Chan (MAICSA

application of the

7009143) were appointed as the joint Company Secretaries of OHB on

practice

31 December 2012. They are Chartered Secretaries by profession and

their qualifications are in accordance with Section 235(2)(a) of

Companies Act 2016. Being members of Chartered Secretaries Malaysia

(MAICSA), Company Secretaries have taken the steps to keep

themselves apprised on changes to legislative promulgations,

particularly those relevant to corporate governance.

The Company Secretaries oversee the Board's adherence with Board

policies and procedures and brief the Board on the content and timing

of announcements to Bursa Malaysia Securities Berhad, amongst

others. The Board is also regularly updated and advised by the

Company Secretaries on statutory and regulatory requirements to

guide the Board in adopting the best practices in the realm of corporate

governance, with an aim to enhance the effective functioning of the

Board and ensure regulatory compliance.

The right to appoint and remove the Company Secretaries in

accordance with Sections 236 and 239 of Companies Act 2016 is

enshrined in the Company's Constitution.

Explanation for

:

departure

Application

:

Applied

Explanation on

:

The Company Secretaries circulate the meeting pack including the

application of the

meeting agenda and meeting materials to all Directors at least seven (7)

practice

calendar days prior to the meeting to ensure Directors have sufficient

time to review meeting materials and facilitate an effective meeting.

In rare circumstances, exceptions may be made by OHB for ad-hoc and

urgent agenda items where meeting materials will be circulated less

than 7 calendar days prior to the meeting. During the deliberation of

such matters, the Chairman of the meeting will ensure all Directors or

Board Committee members have sufficient information and

clarification to make informed decisions.

Company Secretaries record decisions of the Board and Board

Committees, including key deliberations, rationale of each decision

made and any significant concerns or dissenting views during the

meeting. The minutes also indicate whether any Director abstained

from voting or excused himself or herself from deliberating on

particular matters. The meeting minutes will be circulated to the Board

and Board Committee for confirmation subsequent to the meeting in a

timely manner to ensure the completeness and accuracy of the

minutes.

As stated in the Board Charter, every Director has the right to the

resources, whenever necessary and reasonable for the performance of

his duties, at the cost of OHB, including but not limited to:

• obtaining full and unrestricted access to any information pertaining

to the OHB;

• obtaining full and unrestricted access to the advice and services of

the Company Secretaries; and

• obtaining independent professional or other advice.

This is in line with the Paragraph 15.04 of the Main Market Listing

Requirements of Bursa Malaysia Securities Berhad ("Listing

Requirements").

Explanation for

:

departure

10