4723 JAKS AnnualReport 2023-12-31 JAKS2023CGReport 1255371789

CORPORATE GOVERNANCE REPORT
STOCK CODE : 4723

COMPANY NAME : JAKS RESOURCES BERHAD
FINANCIAL YEAR : December 31, 2023
OUTLINE:
SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing
Requirements.
SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT

CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA
Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures)
of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is
only applicable for financial institutions or any other institutions that are listed on the Exchange
that are required to comply with the above Guidelines.
1
SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE
Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing
Requirements.
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company’s
leadership and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.1
The board should set the company’s strategic aims, ensure that the necessary resources are
in place for the company to meet its objectives and review management performance. The
board should set the company’s values and standards, and ensure that its obligations to its
shareholders and other stakeholders are understood and met.
Application : Applied
Explanation on : The Board of Directors takes full responsibility for the performance of
application of the the Group. The Board provides stewardship to the Group’s strategic
practice direction and operations which will ultimately maximise shareholders’
value. To fulfill this role, the Board provides advice to the Management
in monitoring and achieving the Group’s goals.
The Board’s most important functions are as follows:

• ensuring that the Group’s goals are clearly established, and
strategies are in place to achieve them;
• establishing policies for strengthening the performance of the
Company including ensuring that Management is proactively
seeking to build business through innovation, initiative, technology
and the development of its business capital;
• monitoring the performance of Management;
• appointing the Chief Executive Officer (“CEO”) and setting the terms
of his employment contract;
• deciding on steps which are deemed necessary to protect the
Company’s financial position and the ability to meet its debts and
other obligations when they fall due, and ensuring that such steps
are taken;
• ensuring that the Company’s financial statements are true and fair
and conform with law;
• ensuring that the Company adheres to high standards of ethics and
corporate behavior; and
• ensuring that the Company has appropriate risk management or
regulatory compliances policies in place.
In discharging its fiduciary duties, the Board has delegated specific tasks
to six Board Committees namely Audit Committee, Nomination
Committee, Remuneration Committee, LTIP Committee, Sustainability
Committee and Risk Management Committee. All the Board
Committees have its own terms of reference and the authority to act
2
on behalf of the Board within the authorities as lay out in the terms of
reference and report to the Board with the necessary recommendation.
Explanation for :
departure
Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
Measure :
Timeframe :
3
Intended Outcome
Practice 1.2
A Chairman of the board who is responsible for instilling good corporate governance practices,
leadership and effectiveness of the board is appointed.
Explanation on : The Board has appointed Tan Sri Dato’ Hj. Abd. Karim B. Shaikh Munisar,
application of the an Independent Non-Executive Director as the Chairman.
practice
The Chairman is principally responsible for the working of the Board
which includes providing overall leadership to the Board, without
limiting the principle of collective responsibility for Board decisions. He
ensures that the agenda and all necessary background papers are given
to Directors in sufficient time to enable the papers to be adequately
considered before the meeting. In chairing meetings of the Board, he
will stimulate debate on the issues before the Board and encourage the
most effective contribution from each Director. He reviews the minutes
of meetings of the Board to ensure they accurately reflect the Board’s
deliberations, and matters arising from the minutes and on which
further action is required have been addressed. He is also responsible
for fastening high corporate governance in the Company.
Explanation for :
departure
Measure :
Timeframe :
4
Intended Outcome
Practice 1.3
The positions of Chairman and CEO are held by different individuals.
Explanation on : The role and responsibility of chairman and chief executive officer
application of the (“CEO”) are held by two distinct individuals. The Independent Non-
practice Executive Chairman is Tan Sri Dato’ Hj. Abd. Karim B. Shaikh Munisar
whereas Mr Ang Lam Poah is the Managing Director/CEO. The
separation of role seeks to ensure a balance of power to prevent any
single individual from dominating the decision-making process.
Explanation for :
departure
Measure :
Timeframe :
5
Intended Outcome
Practice 1.4
The Chairman of the board should not be a member of the Audit Committee, Nomination
Committee or Remuneration Committee
Note: If the board Chairman is not a member of any of these specified committees, but the board
allows the Chairman to participate in any or all of these committees’ meetings, by way of invitation,
then the status of this practice should be a ‘Departure’.
Explanation on : Tan Sri Dato’ Hj. Abd. Karim B. Shaikh Munisar is not a member of the
application of the Audit Committee, Nomination Committee and Remuneration
practice Committee.
Explanation for :
departure
Measure :
Timeframe :
6
Intended Outcome
Practice 1.5
The board is supported by a suitably qualified and competent Company Secretary to provide
sound governance advice, ensure adherence to rules and procedures, and advocate adoption
of corporate governance best practices.
Explanation on : The Company Secretary is a Fellow Member of the Malaysian Institution

application of the of Chartered Secretaries and Administrators (MAICSA) and has more
practice than 30 years of experience in handling corporate secretarial matters in
the profession and the corporate sector. She is qualified to hold the
position under Section 235 (2) of the Companies Act 2016.
The Company Secretary regularly updates and advise the Board on new
statutory and regulatory requirements relating to the discharge of their
duties and responsibilities and also on the latest governance practices.
Every member of the Board has ready and unrestricted access to the
advice and services of the Company Secretary.
The Company Secretary attends all Board and other Board Committees’
meetings and ensures that accurate and proper records of the
proceedings of Board and other Board Committees’ meetings, and their
resolutions passed are kept.
Explanation for :
departure
Measure :
Timeframe :
7
Intended Outcome
Practice 1.6
Directors receive meeting materials, which are complete and accurate within a reasonable
period prior to the meeting. Upon conclusion of the meeting, the minutes are circulated in a
timely manner.
Explanation on : The Board is provided with the agenda and board papers prior to Board
application of the meetings with sufficient time to enable the Board to solicit further
practice explanations and/or information, where necessary, to enable them to
discharge their duties. For routine board meetings, the notices and
board papers are sent a week ahead.
The board papers provided include inter alia, financial results, business
plan and budget, the status of major projects, minutes of meetings of
Board/ Board Committees, circulars from Bursa Malaysia Securities
Berhad (“Bursa Securities”), announcements made to Bursa Securities,
Directors’ resolution in writing that had been passed and other major
operational and financial issues for the Board’s information and/or
approval.
All board committee meetings are held separately before the main
board meeting or at times on different dates.
Explanation for :
departure
Measure :
Timeframe :
8
Intended Outcome
There is demarcation of responsibilities between the board, board committees and
management.
There is clarity in the authority of the board, its committees and individual directors.
Practice 2.1
The board has a board charter which is periodically reviewed and published on the company’s
website. The board charter clearly identifies–
▪ the respective roles and responsibilities of the board, board committees, individual
directors and management; and
▪ issues and decisions reserved for the board.
Explanation on : The Company has adopted a Board Charter in 2004 which sets out the
application of the Board Governance process and Board-Management relationship. A
practice review of the Board Charter was conducted recently in November 2023.
The Board Charter sets out the roles and responsibilities of the Board,
the Chairman, the Board Committees, Managing Director/CEO and
clearly defines the management limitation of the Managing
Director/CEO.
A formal schedule of matters reserved for the Board had been

adopted covering the limits of authority for
- Acquisition & Disposal of Assets
- Investments in Capital Projects
- Treasury Policies
- Risk Management policies
The Board Charter is available on the Company’s website at

www.jaks.com.my.
Explanation for :
departure
Measure :
Timeframe :
9
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.
The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.
Practice 3.1
The board establishes a Code of Conduct and Ethics for the company, and together with
management implements its policies and procedures, which include managing conflicts of
interest, preventing the abuse of power, corruption, insider trading and money laundering.
The Code of Conduct and Ethics is published on the company’s website.
Explanation on : The Board has formalised the Code of Conduct and Ethics into the Board
application of the Charter to guide the behaviour of directors. For the Management and
practice employees, the Code of Ethical Conduct and Conflicts of Interest in
JAKS’ Employee Handbook serves as guidance and highlights the
requirement for all employees to observe high ethical business
standards and apply these values in all aspects of the Group’s business.
The Board Charter is available on the Company’s website at

www.jaks.com.my.
Explanation for :
departure
Measure :
Timeframe :
10
Intended Outcome
The board is committed to promoting good business conduct and maintaining a healthy
corporate culture that engenders integrity, transparency and fairness.
The board, management, employees and other stakeholders are clear on what is considered
acceptable behaviour and practice in the company.
Practice 3.2
The board establishes, reviews and together with management implements policies and
procedures on whistleblowing.
Explanation on : The Board has established a Whistle Blowing Policy (the “Policy”) and
application of the the objective of the Policy is to provide/facilitate a mechanism for
practice genuine whistleblower to report suspected or actual wrongdoing in the
conduct of the Group’s business and to provide protection to genuine
whistleblower acting in good faith. The Policy also aims to provide for
the reported matters to be investigated and dealt with.
The Board is aware that the Policy strengthens and supports good
management and demonstrates accountability, provides good risk
management and sound corporate governance practices. In addition to
that, the Board believes that having the Policy in place increases
investors’ confidence in the Company.
The Whistle Blowing Policy is available on the Company’s website

at www.jaks.com.my.
Explanation for :
departure
Measure :
Timeframe :
11
Intended Outcome
The company addresses sustainability risks and opportunities in an integrated and strategic
manner to support its long-term strategy and success.
Practice 4.1
The board together with management takes responsibility for the governance of sustainability
in the company including setting the company’s sustainability strategies, priorities and targets.
The board takes into account sustainability considerations when exercising its duties including
among others the development and implementation of company strategies, business plans,
major plans of action and risk management.
Strategic management of material sustainability matters should be driven by senior

management.
Explanation on : The responsibility of governance of sustainability in the Group is

application of the overseen by the Board and the Sustainability Committee comprising an
practice Independent Director (who is also the Chair) and two Executive
Directors. The Sustainability Committee is tasked with integrating
sustainability considerations in the day-to-day operations of the Group
and ensuring the effective implementation of the Group’s sustainability
strategies and plans. The Group has developed its sustainability strategy
across the top management till every operational level from the
economic, environmental and social perspectives.
Explanation for :
departure
Measure :
Timeframe :
12
Intended Outcome
Practice 4.2
The board ensures that the company’s sustainability strategies, priorities and targets as well
as performance against these targets are communicated to its internal and external
stakeholders.
Explanation on : The Group’s sustainability strategies, priorities as well as targets and

application of the performance against these targets are communicated to the internal
practice and external stakeholders. The Group uses various communication
channels with our stakeholders, which include conventional and
electronic documents, web-based media platforms and face-to-face
communications to identify and address sustainability concerns
towards our business operations and sustainability performance.
Explanation for :
departure
Measure :
Timeframe :
13
Intended Outcome
Practice 4.3
The board takes appropriate action to ensure they stay abreast with and understand the
sustainability issues relevant to the company and its business, including climate-related risks
and opportunities.
Explanation on : The Board has sufficient understanding and knowledge of the

application of the sustainability issues that are relevant to the Group and its business, to
practice discharge its role effectively. The Group had prioritized and focused on
sustainability journey in business operations and areas relevant to them
following the emergence of COVID-19 crisis in 2020 that elevated
sustainability importance and increased scrutiny on how the Group
manages and responds to the immediate impact of the crisis. The
materiality assessment in FY2023 reflects the changes to our business
and the external environment. These sustainability material matters are
reviewed with our top key Senior Management taking into
consideration the business environment on the Group’s operations and
risk areas, covering various internal and external exposures, as well as
the degree of impact each sustainability matter has on The Group. The
sustainability risks and opportunities are also assessed before major
decisions are made by the Board.
Explanation for :
departure
Measure :
Timeframe :
14
Intended Outcome
Practice 4.4
Performance evaluations of the board and senior management include a review of the
performance of the board and senior management in addressing the company’s material
sustainability risks and opportunities.
Explanation on : The Board has included the performance evaluation of the Board and
application of the Sustainability Committee on the progress against the achievement of
practice sustainability targets during the year. The Board will identify its
professional development needs in the new financial year concerning
sustainability and ensure these are addressed.
Explanation for :
departure
Measure :
Timeframe :
15
Intended Outcome
Practice 4.5- Step Up

The board identifies a designated person within management, to provide dedicated focus to
manage sustainability strategically, including the integration of sustainability considerations in
the operations of the company.
Note: The explanation on adoption of this practice should include a brief description of the
responsibilities of the designated person and actions or measures undertaken pursuant to the role in
the financial year.
Application : Not Adopted
Explanation on :
adoption of the
practice
16
Intended Outcome
Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.
Practice 5.1
The Nomination Committee should ensure that the composition of the board is refreshed
periodically. The tenure of each director should be reviewed by the Nomination Committee
and annual re-election of a director should be contingent on satisfactory evaluation of the
director’s performance and contribution to the board.
Explanation on : The Nomination Committee (NC) undertakes an annual evaluation of

application of the the composition of the Board and in the 2023 review, the Committee
practice viewed that the existing Board members brings to the JAKS Group a
diverse wealth of skills, knowledge as well as a balanced mix of
experience and expertise to effectively discharge the Board’s
responsibilities for competent stewardship of the Group.
In 2023, the NC also reviewed the performance and contributions of the

directors retiring by rotation. i.e. Mr Ang Lam Poah and Ms Khor Hun
Nee. The Retiring Directors were assessed on their performance and
understanding of the Group’s business. Their active participation at the
Board meetings showed that there were prepared and were effective
in the discharge of their responsibilities.
In appointing or reappointing a board member, the Board considers the

current composition of the Board and the tenure of each director on
the Board. The Board takes cognisance of the new provisions of the
Listing Requirements on the limit of tenure of 12 years for independent
directors. The Board annually reviews its composition and evaluate the
need to bring new skills and perspective to the boardroom.
Explanation for :
departure
Measure :
Timeframe :
17
Intended Outcome
Practice 5.2
At least half of the board comprises independent directors. For Large Companies, the board
comprises a majority independent directors.
Explanation on : In the financial year 2023, the Board had seven members of which four
application of the are Independent Non-Executive Directors.
practice
Explanation for :
departure
Measure :
Timeframe :
18
Intended Outcome
Practice 5.3
The tenure of an independent director does not exceed a cumulative term limit of nine years.
Upon completion of the nine years, an independent director may continue to serve on the
board as a non-independent director.
If the board intends to retain an independent director beyond nine years, it should provide
justification and seek annual shareholders’ approval through a two-tier voting process.
Explanation on : None of the Independent Directors of JAKS has served more than 9
application of the years.
practice
Explanation for :
departure
Measure :
Timeframe :
19
Intended Outcome
Practice 5.4 - Step Up

The board has a policy which limits the tenure of its independent directors to nine years without
further extension.
Note: To qualify for adoption of this Step Up practice, a listed issuer must have a formal policy which
limits the tenure of an independent director to nine years without further extension i.e. shareholders’
approval to retain the director as an independent director beyond nine years.
Explanation on :
adoption of the
practice
20
Intended Outcome
Practice 5.5
Appointment of board and senior management are based on objective criteria, merit and with
due regard for diversity in skills, experience, age, cultural background and gender.
Directors appointed should be able to devote the required time to serve the board effectively.
The board should consider the existing board positions held by a director, including on boards
of non-listed companies. Any appointment that may cast doubt on the integrity and governance
of the company should be avoided.
Explanation on : The Board has empowered the Nomination Committee to consider and
application of the make their recommendation to the Board for the continuation in
practice service of those Directors who are due for retirement and
recommendation of new Directors, if required to enhance the
composition of the Board. The Nomination Committee will recommend
candidates for all directorships to be filled to the Board. The
Nomination Committee also review the composition of the Board to
ensure that the Board has the required mix of skills, expertise,
attributes and core competencies to discharge their duties efficiently
and effectively.
Explanation for :
departure
Measure :
Timeframe :
21
Intended Outcome
Practice 5.6
In identifying candidates for appointment of directors, the board does not solely rely on
recommendations from existing board members, management or major shareholders. The
board utilises independent sources to identify suitably qualified candidates.
If the selection of candidates was based on recommendations made by existing directors,

management or major shareholders, the Nominating Committee should explain why these
source(s) suffice and other sources were not used.
Explanation on : The selection of candidates for appointment to the Board has been
application of the based on recommendations from existing board members or major
practice shareholders in the past but there is no restriction imposed on the
Board to identify suitably qualified candidates from independent
resources.
Explanation for :
departure
Measure :
Timeframe :
22
Intended Outcome
Practice 5.7
The board should ensure shareholders have the information they require to make an informed
decision on the appointment and reappointment of a director. This includes details of any
interest, position or relationship that might influence, or reasonably be perceived to influence,
in a material respect their capacity to bring an independent judgement to bear on issues before
the board and to act in the best interests of the listed company as a whole. The board should
also provide a statement as to whether it supports the appointment or reappointment of the
candidate and the reasons why.
Explanation on : The details of interest, position or conflict of interest of the directors

application of the seeking re-election is provided in the profiles of the retiring directors
practice that are stated in the Annual Report.
The Company has included a note in the Notice of AGM on the Board’s
support for the re-election of retiring Directors for the shareholders’
reference.
Explanation for :
departure
Measure :
Timeframe :
23
Intended Outcome
Practice 5.8
The Nominating Committee is chaired by an Independent Director or the Senior Independent
Director.
Explanation on : For the financial year 2023, the Nomination Committee was chaired by
application of the Dato’ Othman Bin Semail, an Independent Non-Executive Director.
practice
Explanation for :
departure
Measure :
Timeframe :
24
Intended Outcome
Practice 5.9
The board comprises at least 30% women directors.
Application : Departure
Explanation on :
application of the
practice
Explanation for : There is one woman director on the Board. The Company has a policy
departure on gender diversity where the Board shall endeavour to maintain at
least one (1) woman director at all times. In seeking potential
candidate(s) for new appointments, the Board takes into account
ethnicity and age distribution of the Directors to maintain a balanced
Board composition. There is also participation of women in senior
management.
The Board will ensure that in undertaking the process of reviewing and
selecting potential candidates to fill in the vacancies, the Board shall be
mindful of various diversity factors to strengthen the Board
composition that meets the objectives and strategic goals of the Group.
Measure :
Timeframe :
25
Intended Outcome
Practice 5.10
The board discloses in its annual report the company’s policy on gender diversity for the board
and senior management.
Explanation on : The Company’s policy on gender diversity for the Board and senior
application of the management has been formalised in the Board Charter and disclosed in
practice the Corporate Governance Overview Statement.
Explanation for :
departure
Measure :
Timeframe :
26
Intended Outcome
Stakeholders are able to form an opinion on the overall effectiveness of the board and
individual directors.
Practice 6.1
The board should undertake a formal and objective annual evaluation to determine the
effectiveness of the board, its committees and each individual director. The board should
disclose how the assessment was carried out its outcome, actions taken and how it has or will
influence board composition.
For Large Companies, the board engages an independent expert at least every three years,
to facilitate objective and candid board evaluation.
Note: For a Large Company to qualify for adoption of this practice, it must undertake annual board
evaluation and engage an independent expert at least every three years to facilitate the evaluation.
Explanation on : The Nomination Committee conducts an assessment of the

application of the effectiveness of the Board, its committees and each individual director.
practice
On the evaluation of board committee performance, the Committee
viewed that the Audit Committee, Remuneration Committee, Risk
Management Committee and Sustainability Committee has generally
performed their duties in accordance to its terms of reference.
As for the evaluation of Board as a whole, the Committee agreed that

the Board was functioning effectively as a whole having indicated a high
level of compliance in the different functional areas.
On the evaluation of the performance of the individual directors, the

Committee viewed that all the Directors come well prepared for the
meeting, and have a broad understanding of the Company, its market
place and its performance against competitors. There were honest
opinions shared.
Explanation for :
departure
Measure :
Timeframe :
27
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.
Remuneration policies and decisions are made through a transparent and independent
process.
Practice 7.1
The board has remuneration 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. The remuneration
policies and practices should appropriately reflect the different roles and responsibilities of
non-executive directors, executive directors and senior management. The policies and
procedures are periodically reviewed and made available on the company’s website.
Explanation on : The Company has adopted the objective as recommended by the Code
application of the to determine the remuneration of the Directors so as to ensure that the
practice Company attracts and retains the Directors needed to run the Group
successfully.
The component parts are designed to link rewards to corporate and

individual performance in the case of Executive Directors. In the case of
Non-Executive Directors, the level of remuneration reflects the
experience and level of responsibilities undertaken by the individual
Non-Executive Director concerned.
Explanation for :
departure
Measure :
Timeframe :
28
Intended Outcome
The level and composition of remuneration of directors and senior management take into
account the company’s desire to attract and retain the right talent in the board and senior
management to drive the company’s long-term objectives.
Remuneration policies and decisions are made through a transparent and independent
process.
Practice 7.2
The board has a Remuneration Committee to implement its policies and procedures on
remuneration including reviewing and recommending matters relating to the remuneration of
board and senior management.
The Committee has written Terms of Reference which deals with its authority and duties and
these Terms are disclosed on the company’s website.
Explanation on : The Remuneration Committee recommends for the Board’s approval on

application of the all elements of remuneration and terms of employment for Executive
practice Directors with the Director concerned abstaining from deliberations
and voting on decisions in respect of his remuneration package. The
Remuneration Committee met one (1) time during the financial year
2023 to review the directors’ fee and meeting allowance.
Non-Executive Directors’ fees are determined by the Board as a whole.

The fees payable to Non-Executive Directors are subject to the approval
of shareholders.
The terms of reference of the Remuneration Committee is available on

the Company’s website.
Explanation for :
departure
Measure :
Timeframe :
29
Intended Outcome
Stakeholders are able to assess whether the remuneration of directors and senior
management is commensurate with their individual performance, taking into consideration the
company’s performance.
Practice 8.1
There is detailed disclosure on named basis for the remuneration of individual directors. The
remuneration breakdown of individual directors includes fees, salary, bonus, benefits in-kind
and other emoluments.
Explanation on : Details of the remuneration received by the Directors from the Group
application of the and Company for the financial year ended 31 December 2023 are set
practice out in the Corporate Governance Statement in the 2023 Annual Report.
30
Company (‘000) Group (‘000)
emoluments
emoluments
Benefits-in-
Benefits-in-
No Name Directorate
Allowance
Allowance
Bonus
Bonus
Salary
Salary
Other
Other
Total
Total
kind
kind
Fee
Fee
Tan Sri Dato’ Hj.
Independent
1 Abd. Karim B. 96 20 - - - - 116 96 20 - - - - 116
Director
Shaikh Munisar
Executive
2 Ang Lam Poah - 14 1,800 150 22.7 7,879.1 9,865.8 - 14 1,800 150 22.7 7,879.1 9,865.8
Director
Dato’ Razali
Executive
3 Merican Bin Naina - 14 864 72 22.7 979.5 1,952.2 - 14 864 72 22.7 979.5 1,952.2
Director
Merican
Executive
4 Ang Lam Aik - 12 300 25 17.4 60.2 414.6 - 12 300 25 17.4 60.2 414.6
Director
Independent
5 Khor Hun Nee 96 33.5 - - - - 129.5 96 33.5 - - - - 129.5
Director
Dato’ Othman Bin
Independent
6 Semail (Appointed 45.4 10 - - - - 55.4 45.4 10 - - - - 55.4
Director
on 11 July 2023)
Lim Gin Gee
Independent
7 (Appointed on 11 45.4 10.5 - - - - 55.9 45.4 10.5 - - - - 55.9
Director
July 2023)
Tan Sri Datuk
Hussin Bin Haji Independent
8 40 10 - - - - 50 40 10 - - - - 50
Ismail (Resigned on Director
31 May 2023)
Dato’ Azman Bin
Mahmood Independent
9 40 17.5 - - - - 57.5 40 17.5 - - - - 57.5
(Resigned on 31 Director
May 2023)
Liew Jee Min @
Chong Jee Min Independent
10 40 22.5 - - - - 62.5 40 22.5 - - - - 62.5
(Resigned on 31 Director
May 2023)
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31
32
Intended Outcome
Practice 8.2
The board discloses on a named basis the top five senior management’s remuneration
component including salary, bonus, benefits in-kind and other emoluments in bands of
RM50,000.
Application : Departure
Explanation on :
application of the
practice
Explanation for : The Board deliberated and agreed that due to sensitivity of the
departure information, this Best Practice will not be applied.
The aggregate remuneration of the Senior Management has been

included in the financial statement.
The top five senior management’s (excluding Executive Directors) of

RM6,315,000 represents 20% of total staff cost.
Measure :
Timeframe :
33
Company
No Name Position
Salary Allowance Bonus Benefits Other emoluments Total
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34
Intended Outcome

Companies are encouraged to fully disclose the detailed remuneration of each member of
senior management on a named basis.
Explanation on :
adoption of the
practice
35
Company (‘000)
Other emoluments
No Name Position
Allowance
Benefits
Bonus
Salary
Total
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1
2
3
4
5
36
Intended Outcome
There is an effective and independent Audit Committee.
The board is able to objectively review the Audit Committee’s findings and recommendations.
The company’s financial statement is a reliable source of information.
Practice 9.1
The Chairman of the Audit Committee is not the Chairman of the board.
Explanation on : The Chairman of the Audit Committee is Khor Hun Nee, whilst Tan Sri
application of the Dato’ Hj. Abd. Karim B. Shaikh Munisar is the Chairman of the Board.
practice
Explanation for :
departure
Measure :
Timeframe :
37
Intended Outcome
Practice 9.2
The Audit Committee has a policy that requires a former partner of the external audit firm of
the listed company to observe a cooling-off period of at least three years before being
appointed as a member of the Audit Committee.
Explanation on : The policy on non-appointment of a former key audit partner has been
application of the included in the Term of Reference of the Audit Committee. The
practice Company has since its listing not appointed any former key audit
partner onto its board.
Explanation for :
departure
Measure :
Timeframe :
38
Intended Outcome
Practice 9.3
The Audit Committee has policies and procedures to assess the suitability, objectivity and
independence of the external auditor to safeguard the quality and reliability of audited financial
statements.
Explanation on : The Audit Committee annually assess the performance of the External
application of the Auditors as well as their independence and suitability.
practice
The policy covers selection and appointment, independence, conflict of
interest, non-audit services, rotation of lead engagement partner,
annual assessment and audit fees. The External Auditors do provide
their written assurance of their independence annually. Based on the
assessment conducted by the Audit Committee, the Board is satisfied
that the quality of service, adequacy of resources provided,
communication, independence and a professionalism demonstrated by
the External Auditors in carrying out their function.
Explanation for :
departure
Measure :
Timeframe :
39
Intended Outcome

The Audit Committee should comprise solely of Independent Directors.
Application : Adopted
Explanation on : The Audit Committee in financial year 2023 comprises of three (3)
adoption of the members, all of whom are Independent Non-Executive Directors. The
practice current members of the Audit Committee are as follow:-
Chairman
-Khor Hun Nee
Members
-Dato’ Othman Bin Semail
-Lim Gin Gee
40
Intended Outcome
Practice 9.5
Collectively, the Audit Committee should possess a wide range of necessary skills to
discharge its duties. All members should be financially literate, competent and are able to
understand matters under the purview of the Audit Committee including the financial reporting
process.
All members of the Audit Committee should undertake continuous professional development
to keep themselves abreast of relevant developments in accounting and auditing standards,
practices and rules.
Explanation on : The Audit Committee members possess a wide range of skills to

application of the discharge their duties and their profiles are set out in the Annual
practice Report. One of the Audit Committee Member, namely Khor Hun Nee is
a member of the Malaysian Institute of Accountants.
All the Audit Committee attend trainings to continuously keep

themselves updated on development on financial standards, practices
and new rules.
Explanation for :
departure
Measure :
Timeframe :
41
Intended Outcome
Companies make informed decisions about the level of risk they want to take and implement
necessary controls to pursue their objectives.
The board is provided with reasonable assurance that adverse impact arising from a
foreseeable future event or situation on the company’s objectives is mitigated and managed.
Practice 10.1
The board should establish an effective risk management and internal control framework.
Explanation on : The Board acknowledges its responsibility for maintaining a sound and
application of the effective systems of risk management and internal controls and for
practice reviewing the adequacy and integrity of the said systems to ensure
shareholders’ interests and the Group’s assets are safeguarded. These
responsibilities have been delegated to the Audit Committee, which is
empowered by its terms of reference to seek the assurance on the
adequacy and effectiveness of the Group’s internal controls system
through independent reviews conducted by the internal audit function
and the annual statutory audits conducted by the external auditors. The
Audit Committee reports significant controls matters to the Board at
their scheduled meetings.
The establishment of the risk management and internal control

framework is detailed in the Statement of Risk Management and
Internal Control in the 2023 Annual Report.
Explanation for :
departure
Measure :
Timeframe :
42
Intended Outcome
Practice 10.2
The board should disclose the features of its risk management and internal control framework,
and the adequacy and effectiveness of this framework.
Explanation on : In pursuit of the continuous commitment in optimising shareholders

application of the value, the Group has enhanced its Enterprise Risk Management
practice (“ERM”) Framework which outlines the risk governance and structure,
risk policies, risk assessment process and integration of risk
management into significant activities and functions.
The risk assessment process which is in line with ISO 31000:2009

provides an integrated and structured approach in identifying,
evaluating and managing significant risks that may affect the
achievement of the Group’s business objectives. It promotes risk
ownership and continuous monitoring of significant risks identified by
way of assigning accountabilities to the respective Heads of
Department and key management staffs.
Explanation for :
departure
Measure :
Timeframe :
43
Intended Outcome

The board establishes a Risk Management Committee, which comprises a majority of
independent directors, to oversee the company’s risk management framework and policies.
Application : Adopted
Explanation on : The Risk Management Committee was established on 26 August 2020

adoption of the and comprises a majority of Independent Directors.
practice
44
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.
Practice 11.1
The Audit Committee should ensure that the internal audit function is effective and able to
function independently.
Explanation on : The Group’s internal audit function is outsources to a professional

application of the services firm, to assist the Board and the Audit Committee in providing
practice independent assessment on the adequacy, efficiency and effectiveness
of the Group’s internal control system. The internal audit function
report directly to the Audit Committee.
An annual assessment of the performance of the outsource service

provider is undertaken and based on the assessment in 2022, the
internal auditors were found to have carried out their audit reviews
professionally, reports were delivered on a timely basis and follow up
were closely monitored on the implementation of management action
plans.
Explanation for :
departure
Measure :
Timeframe :
45
Intended Outcome
Companies have an effective governance, risk management and internal control framework
and stakeholders are able to assess the effectiveness of such a framework.
Practice 11.2
The board should disclose–
▪ whether internal audit personnel are free from any relationships or conflicts of interest,
which could impair their objectivity and independence;
▪ the number of resources in the internal audit department;
▪ name and qualification of the person responsible for internal audit; and
▪ whether the internal audit function is carried out in accordance with a recognised
framework.
Explanation on : The internal audit personnel on the engagement confirm annually that
application of the they are free from any relationships or conflict of interest, which could
practice impair their objectivity and independence.
The number of staff deployed for the internal audit reviews is 3 to 5

staff per visit including the Executive Director. The staff involved in the
internal audit reviews possess professional qualifications and/or a
university degree and some are members of the Institute of Internal
Auditors Malaysia.
The Executive Director of the Outsourced Internal Auditor, Pn Noor

Lilah Wati Abdul Majid has diverse professional experience in internal
audit, risk management and corporate governance advisory. She is a
Associate Member of the Institute of Internal Auditors Malaysia and an
Affiliate Member of Business Continuity Institute.
The internal audit was conducted using a risk-based approach and was
guided by the International Professional Practice Framework (IPPF)
which was issued by the Global Institute of the International Auditors.
Explanation for :
departure
Measure :
Timeframe :
46
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.
Practice 12.1
The board ensures there is effective, transparent and regular communication with its
stakeholders.
Explanation on : The Company recognises the importance of transparency and

application of the accountability in the disclosure of the Group’s business activities to its
practice shareholders and investors. The Board has maintained an effective
communication policy that enables both the Board and Management
communicate effectively with its stakeholders, investors and even the
public. Analyst reports are available on the Company’s website.
The Company uses its annual general meeting as the main channel of
communication with its shareholders where the Board of Directors and
Auditors of the Company are present to answer any queries from
shareholders.
Explanation for :
departure
Measure :
Timeframe :
47
Intended Outcome
There is continuous communication between the company and stakeholders to facilitate
mutual understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respect to the business of the
company, its policies on governance, the environment and social responsibility.
Practice 12.2
Large companies are encouraged to adopt integrated reporting based on a globally
recognised framework.
Application : Not applicable – Not a Large Company
Explanation on :
application of the
practice
Explanation for :
departure
Measure :
Timeframe :
48
Intended Outcome
Shareholders are able to participate, engage the board and senior management effectively
and make informed voting decisions at General Meetings.
Practice 13.1
Notice for an Annual General Meeting should be given to the shareholders at least 28 days
prior to the meeting.
Explanation on : The Notice of AGM for 2023 was issued on 28 April 2023 and the AGM
application of the was held on 27 June 2023, giving the shareholders more than 28 days
practice notice.
Explanation for :
departure
Measure :
Timeframe :
49
Intended Outcome
Practice 13.2
All directors attend General Meetings. The Chair of the Audit, Nominating, Risk Management
and other committees provide meaningful response to questions addressed to them.
Explanation on : As an important forum for communication and dialogue with

application of the shareholders is the general meeting, the Company uses its AGM as the
practice main channel of communication with its shareholders where the Board
of Directors and Auditors of the Company are present to answer any
queries from shareholders.
At the 2023 AGM all the directors were present online to attend to the
questions raised by the shareholders.
Explanation for :
departure
Measure :
Timeframe :
50
Intended Outcome
Practice 13.3
Listed companies should leverage technology to facilitate–
• voting including voting in absentia; and
• remote shareholders’ participation at general meetings.
Listed companies should also take the necessary steps to ensure good cyber hygiene
practices are in place including data privacy and security to prevent cyber threats.
Explanation on : The Company had conducted its 21st AGM on a virtual basis through
application of the live steaming and online remote voting via Remote Participation and
practice Voting facility (“RPV Facility”). It enabled shareholders to participate
and vote remotely notwithstanding the imposition of the Movement
Control Order and observance of safety requirement.
Shareholders are able to attend AGM via the RPV facility or consider
appointing the Chairman of the Meeting as proxy to attend and vote on
behalf.
Explanation for :
departure
Measure :
Timeframe :
51
Intended Outcome
Practice 13.4
The Chairman of the board should ensure that general meetings support meaningful
engagement between the board, senior management and shareholders. The engagement
should be interactive and include robust discussion on among others the company’s financial
and non-financial performance as well as the company’s long-term strategies. Shareholders
should also be provided with sufficient opportunity to pose questions during the general
meeting and all the questions should receive a meaningful response.
Note: The explanation of adoption of this practice should include a discussion on measures
undertaken to ensure the general meeting is interactive, shareholders are provided with sufficient
opportunity to pose questions and the questions are responded to.
Explanation on : At the commencement of the 21st AGM, the members and proxies
application of the present virtually at the Meeting were briefed on the use of the TIIH
practice Online website at https://tiih.online to pose their questions.
Before the tabling of the first agenda item, a presentation was made on
the projects that were undertaken in the previous year and the financial
performance for the year 2022.
All the Directors were present to provide responses to the questions

posed by shareholders via in relation to the agenda items and questions
were received and attended to by the Chief Executive Officer, Mr Ang
Lam Poah.
Explanation for :
departure
Measure :
Timeframe :
52
Intended Outcome
Practice 13.5
The board must ensure that the conduct of a virtual general meeting (fully virtual or hybrid)
support meaningful engagement between the board, senior management and shareholders.
This includes having in place the required infrastructure and tools to support among others, a
smooth broadcast of the general meeting and interactive participation by shareholders.
Questions posed by shareholders should be made visible to all meeting participants during
the meeting itself.
Note: The explanation of adoption of this practice should include a discussion on measures
undertaken to ensure the general meeting is interactive, shareholders are provided with sufficient
opportunity to pose questions and the questions are responded to. Further, a listed issuer should also
provide brief reasons on the choice of the meeting platform.
Explanation on : To ensure effective communication with the shareholders at a fully

application of the virtual general meeting, questions posed by shareholders were
practice displayed on the screen for the meeting participants’ reference whilst
the Secretary read out the shareholders’ questions and Mr Ang Lam
Poah provided the responses to all the questions. The questions evolve
around the financial performance, the progress of the various
construction and property development projects and the prospects of
the Group.
Explanation for :
departure
Measure :
Timeframe :
53
Intended Outcome
Practice 13.6
Minutes of the general meeting should be circulated to shareholders no later than 30 business
days after the general meeting.
Note: The publication of Key Matters Discussed is not a substitute for the circulation of minutes of
general meeting.
Explanation on : The Minutes of the 21st AGM has been uploaded onto the Company’s
application of the website within 30 business days after the AGM.
practice
Explanation for :
departure
Measure :
Timeframe :
54
SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT
CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA
Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures)

of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is
only applicable for financial institutions or any other institutions that are listed on the Exchange
that are required to comply with the above Guidelines.
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CORPORATE GOVERNANCE REPORT

STOCK CODE : 4723

SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT

The Board’s most important functions are as follows:

Explanation on : The Company Secretary is a Fellow Member of the Malaysian Institution

A formal schedule of matters reserved for the Board had been

The Board Charter is available on the Company’s website at

The Code of Conduct and Ethics is published on the company’s website.

The Board Charter is available on the Company’s website at

The Whistle Blowing Policy is available on the Company’s website

Strategic management of material sustainability matters should be driven by senior

Explanation on : The responsibility of governance of sustainability in the Group is

Explanation on : The Group’s sustainability strategies, priorities as well as targets and

Explanation on : The Board has sufficient understanding and knowledge of the

Practice 4.5- Step Up

Explanation on : The Nomination Committee (NC) undertakes an annual evaluation of

In 2023, the NC also reviewed the performance and contributions of the

In appointing or reappointing a board member, the Board considers the

Practice 5.4 - Step Up

If the selection of candidates was based on recommendations made by existing directors,

Explanation on : The details of interest, position or conflict of interest of the directors

Explanation on : The Nomination Committee conducts an assessment of the

As for the evaluation of Board as a whole, the Committee agreed that

On the evaluation of the performance of the individual directors, the

The component parts are designed to link rewards to corporate and

Explanation on : The Remuneration Committee recommends for the Board’s approval on

Non-Executive Directors’ fees are determined by the Board as a whole.

The terms of reference of the Remuneration Committee is available on

The aggregate remuneration of the Senior Management has been

The top five senior management’s (excluding Executive Directors) of

Salary Allowance Bonus Benefits Other emoluments Total

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Practice 8.3 - Step Up

Application : Not Adopted

Practice 9.4 - Step Up

Explanation on : The Audit Committee members possess a wide range of skills to

All the Audit Committee attend trainings to continuously keep

The establishment of the risk management and internal control

Explanation on : In pursuit of the continuous commitment in optimising shareholders

The risk assessment process which is in line with ISO 31000:2009

Practice 10.3 - Step Up

Explanation on : The Risk Management Committee was established on 26 August 2020

Explanation on : The Group’s internal audit function is outsources to a professional

An annual assessment of the performance of the outsource service

The number of staff deployed for the internal audit reviews is 3 to 5

The Executive Director of the Outsourced Internal Auditor, Pn Noor

Explanation on : The Company recognises the importance of transparency and

Application : Not applicable – Not a Large Company

Explanation on : As an important forum for communication and dialogue with

All the Directors were present to provide responses to the questions

Explanation on : To ensure effective communication with the shareholders at a fully

Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures)

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