Berhad CG Report 2024

STOCK CODE

:

4677

COMPANY NAME

:

YTL Corporation Berhad

FINANCIAL YEAR

:

June 30, 2024

Application

:

Applied

Explanation on

:

The Board of Directors ("Board") of YTL Corporation Berhad ("YTL

application of the

Corp" or "Company") remains firmly committed to ensuring an

appropriate and sound system of corporate governance throughout the

practice

Company and its subsidiaries ("YTL Corp Group" or "Group").

The YTL Corp Group's corporate governance structure is a fundamental

part of the Board's responsibility to protect and enhance long-term

shareholder value and the financial performance of the YTL Corp Group,

whilst taking into account the interests of all stakeholders.

YTL Corp is led and managed by an experienced Board with a wide and

varied range of expertise to address and manage the complexity and

scale of the YTL Corp Group's operations.

This broad spectrum of skills and experience ensures the YTL Corp

Group is under the guidance of an accountable and competent Board.

The Directors recognise the key role they play in charting the strategic

direction, development and control of the YTL Corp Group.

Key elements of the Board's stewardship responsibilities include:

▪ Ensuring that the strategic plans for the YTL Corp Group support

long-term value creation for the benefit of its stakeholders and

include strategies on economic, environmental and social

considerations underpinning sustainability;

▪ Promoting good corporate governance culture within the YTL Corp

Group which reinforces ethical, prudent and professional behaviour;

▪ Overseeing the conduct of the YTL Corp Group's businesses to

evaluate and assess management performance to determine

whether businesses are being properly managed;

▪ Ensuring there is a framework of prudent and effective internal

control and risk management systems which enable risks to be

identified, assessed and managed;

▪ Succession planning for the Board and senior management;

Explanation for

:

departure

Application

:

Applied

Explanation on

:

The Board is led by the Executive Chairman who is responsible for

application of the

instilling good corporate governance practices, leadership and

effectiveness of the Board.

practice

The Executive Chairman is responsible for leadership of the Board in

ensuring the effectiveness of all aspects of its role, and is primarily

responsible for leading the Board in setting the values and standards of

the Company, including good corporate governance practices, the

orderly and effective conduct of the meetings of the Board and

shareholders, leading discussions, encouraging active and open

participation, managing the interface and encouraging constructive

relations between the Board and management, ensuring the provision of

accurate, timely and clear information to Directors and effective

communications with stakeholders and facilitating the effective

contribution of Non-Executive Directors.

Explanation for

:

departure

Application

:

Applied

Explanation on

:

There is a clear balance of power, authority and accountability between

application of the

the Executive Chairman, Tan Sri (Sir) Francis Yeoh Sock Ping, and the

Managing Director, Dato' Yeoh Seok Kian, between the running of the

practice

Board and the Company's business respectively. The positions of

Executive Chairman and Managing Director are separate and clearly

defined, and are held by different members of the Board.

The Managing Director is responsible for, amongst others, overseeing

the day-to-day running of the business, developing and implementing

Board policies and strategies, making operational decisions, serving as

the conduit between the Board and the management in ensuring the

success of the Company's governance and management functions,

ensuring effective communication with shareholders and relevant

stakeholders, providing strong leadership, i.e., effectively

communicating the vision, management philosophy and business

strategy to employees, and keeping the Board informed of salient

aspects and issues concerning the Group's operations.

Explanation for

:

departure

Application

:

Applied

Explanation on

:

In accordance with the Code, the Executive Chairman is not a member

application of the

of the Audit Committee, Nominating Committee or Remuneration

practice

Committee, all of which are chaired by and comprise Independent Non-

Executive Directors. This promotes objectivity in the Board's

deliberations and ensures there are effective checks and balances, as

well as objective review by the Board of recommendations put forth by

the committees.

Explanation for

:

departure

Application

:

Applied

Explanation on

:

The Board is supported by a professionally qualified and competent

application of the

Company Secretary. The Company Secretary, Ms Ho Say Keng, is a

Fellow of the Association of Chartered Certified Accountants, a

practice

registered member of the Malaysian Institute of Accountants and an

affiliate member of the Malaysian Institute of Chartered Secretaries and

Administrators, and is qualified to act as Company Secretary under

Section 235(2)(a) of the Companies Act 2016.

The Company Secretary ensures that Board procedures are adhered to

at all times during meetings and advises the Board on matters including

corporate governance issues and the Directors' responsibilities in

complying with relevant legislation and regulations.

The Company Secretary works very closely with management for timely

and appropriate information, which will then be passed on to the

Directors. In accordance with the Board's procedures, deliberations and

conclusions in Board meetings are recorded by the Company Secretary,

who ensures that accurate and proper records of the proceedings of

Board meetings and resolutions passed are recorded and kept in the

statutory register at the registered office of the Company.

During the financial year under review, the Company Secretary attended

training, seminars and regulatory briefings and updates relevant for the

effective discharge of her duties.

The Company Secretary carries out ongoing reviews of existing

practices in comparison with any new measures introduced in the Main

Market Listing Requirements of Bursa Malaysia Securities Berhad

("Bursa Securities") ("Listing Requirements") and/or legislation,

regulations and codes applicable to the governance of the Company and

updates the Board accordingly.

Explanation for

:

departure

Application

:

Applied

Explanation on

:

Board meetings are scheduled with due notice in advance at least 5

application of the

times in a year in order to review and approve the annual and interim

financial results. Additional meetings may also be convened on an ad-

practice

hoc basis when significant issues arise relating to the YTL Corp Group

and when necessary to review the progress of its operating subsidiaries

in achieving their strategic goals. Meetings of the Board committees are

conducted separately from those of the main Board to enable objective

and independent discussions. The Board met 5 times during the financial

year ended 30 June 2024.

The Directors have full and unrestricted access to all information

pertaining to the YTL Corp Group's business and affairs to enable them

to discharge their duties. At least one week prior to each Board meeting,

all Directors receive the agenda together with a comprehensive set of

Board papers encompassing qualitative and quantitative information

relevant to the business of the meeting. This allows the Directors to

obtain further explanations or clarifications, where necessary, in order to

be properly briefed before each meeting.

Board papers are presented in a consistent, concise and comprehensive

format, and include, where relevant to the proposal put forward for the

Board's deliberation, approval or knowledge, progress reports on the

YTL Corp Group's operations and detailed information on corporate

proposals, major fund-raising exercises and significant acquisitions and

disposals. Where necessary or prudent, professional advisers may be

on hand to provide further information and respond directly to Directors'

queries. In order to maintain confidentiality, Board papers on issues that

are deemed to be price-sensitive may be handed out to Directors during

the Board meeting.

The minutes of the Board and Board committee meetings are circulated

and confirmed at the next meeting. Once confirmed, the minutes of the

Board committee meetings are subsequently presented to the Board for

notation.

Explanation for

:

departure