DLMI. CG - Report - FY2023

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CORPORATE GOVERNANCE REPORT
STOCK CODE : 3026

COMPANY NAME : DUTCH LADY MILK INDUSTRIES 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 is accountable to shareholders to create and deliver
application of the
sustainable value through oversight of the management of the
practice
Company’s business, approving strategic plans, monitoring the
implementation and providing the necessary support for their
successful implementation. The Board met regularly throughout the
year to approve the strategic objectives of the Company, to lead the
Company within a framework of effective controls which enable risk to
be assessed and managed, and to ensure that sufficient resources are
available to meet the objectives set.
At each Board meeting, the Managing Director reports to the Board on
various management issues such as the Company’s business
performance, marketing strategies, commercial performance, risk
management, sustainability initiatives and other matters of strategic
importance and the Board reviews and deliberates on these matters.
The Audit & Risk Committee and the Board also receives a
comprehensive summary of the Company’s financial performance from
the Finance Director for each quarterly reporting period. In November
2023, the Board together with Management deliberated on the
financial budget for the financial year ending 31 December 2024 and
the same was approved for implementation. The Board also reviewed
and approved the Company’s 2030 Growth Strategy, long term supply
strategy, and the Sustainability Roadmap 2030 in FY2023.
Explanation for :
departure
Large companies are required to complete the columns below. Non-large companies are encouraged
to complete the columns below.
2
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 Chairperson ensures that the Company is guided by good corporate
application of the
governance practices. She facilitates robust dialogue during Board
practice
meetings and draws out diverse perspective from the Board members.
She always encourages input and Board members are comfortable to
challenge recommendations brought forth by Management. The
Chairperson ensures that there is a good balance between the time
allocated to governance matters and discussions on business
performance and strategies during Board meetings. She also ensures
that meetings focus on key issues and are not side tracked by
unnecessary topics.
In FY2023, to further enhance discussions between the Board members,
the Chairperson has routinely held meetings with the Non-Executive
Directors without the presence of Management, as well as meetings
with the Directors who do not represent the major shareholder, Royal
FrieslandCampina N.V. (RFC). This allows for a frank exchange of views
amongst the non-executive directors where all non-executive directors
can share their views on the issues discussed at the Board meetings and
align on guidance that they wish to share with Management.
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 roles of the Chairperson and the Managing Director (“MD”) are
application of the
separately held, and the division of their responsibilities is clearly
practice
defined. The MD is an appointee of the major shareholder and heads
the Company’s Management Team. She is responsible for leading and
managing the Company’s business within a set of authorities delegated
by the Board. She is also responsible for the implementation of the
Company’s strategy and policy. The Chairperson is an independent
director who has never assumed an executive position in the Company.
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 : The Chairperson is not a member of any of the Board committees and
application of the does not attend or otherwise participate in any of the committee
practice meetings.
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 licensed secretary qualified to act as

application of the Company Secretary under Section 235 of the Companies Act 2016. She
practice is a qualified lawyer and provides legal and company secretarial advice
to the Board and the Company’s Management Team. All Board
members have access to the advice and services of the Company
Secretary in carrying out their duties. The Company Secretary facilitates
overall compliance with the Listing Requirements, the Companies Act
2016 and the recommendations in compliance with the Malaysian Code
on Corporate Governance (as amended from time to time).
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 :
For each Board Meeting, the agenda and Board papers are distributed
application of the
at least seven days in advance to enable Directors to have sufficient
practice
time to review the Board papers and to obtain further explanation or
clarification to facilitate the decision-making process and the
meaningful discharge of their fiduciary duties. All proceedings of Board
meetings are minuted and circulated to the Board members in advance
of the next Board meeting for their comments and input.
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 Board has adopted a Board Charter which sets out the Board’s
application of the strategic intent, authority and terms of reference, and serves as a
practice primary source of reference and introductory information for the Board
members. The Board Charter clearly specifies the roles and
responsibilities of the Board, the Board Committees, and individual
directors. The Board reviews and updates the Charter periodically
wherein the latest update was approved by the Board in November
2022. The Charter is available for reference at the Company’s website
at www.dutchlady.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 :
Specific principles and procedures in the manner the Company
application of the
conducts its business are clearly spelt out in RFC’s Code of Business
practice
Conduct which has been adopted by the Company. The Code of
Business Conduct is known as Compass and is designed to set a certain
standard for all employees and officers of the Company. It promotes
integrity in the workplace with focus on safety, rights of employees and
human rights, sustainability and avoidance of conflicts of interest.
Compass also promotes integrity in business practices with focus on
anti-bribery and anti-corruption, gifts and hospitality, fair competition,
and fair communication. Finally, Compass focusses on the protection of
the Company’s interests with focus on protection of confidential
information, data protection, integrity of financial reporting and the
prevention of fraud.
In addition to Compass, the Company has adopted RFC’s anti-bribery
and corruption policy known as the Doing Honest Business Policy (DHB
Policy). The DHB Policy is a policy to conduct business in an honest and
ethical manner. The policy has been localized to set out values in
Malaysian Ringgit for easier application by the Company’s employees
and stakeholders. The Company’s business partners are also required
to conduct business in the manner set out in RFC’s Business Practices
for Business Partners, which the Company has adopted. Moreover, the
Company also takes steps to be in compliance with Section 17A of the
Malaysian Anti-Corruption Commission Act 2009, which are in line with
the Guidelines for Adequate Procedures as prescribed by Section 17A.
In FY2023, the Company’s employees were provided with training on
anti-bribery and corruption which took into consideration the
provisions of the Malaysian Anti-Corruption Commission Act 2009.
A copy of Compass, the DHB Policy and the briefing materials on Section
17A is available on the Company’s website at www.dutchlady.com.my.
10
Explanation for :
departure
Measure :
Timeframe :
11
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 :
All the Company’s employees and other stakeholders are strongly
application of the
encouraged to and have access to its whistle-blowing procedure known
practice
as the “Speak-Up”. The Speak-Up procedure serves as an avenue for
employees and other stakeholders to voice out their concerns on
matters relating to Compass and to raise any suspicions of wrongdoing,
malpractice or impropriety in the management of the Company’s
business and affairs. The Speak Up procedure clearly sets out a well-
defined process upon which Compass-related matters can be raised in
confidence and anonymity (if requested) in good faith, and without fear
of reprisal. The Speak Up phone and web service which is managed by
an independent third party is available on any day of the year and at
any time. Details of the methods to raise Speak Up Reports are available
on the Company’s website along with a copy of the Speak Up procedure
at www.dutchlady.com.my
Explanation for :
departure
Measure :
Timeframe :
12
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 :
Management is conscious and serious about the Company’s
application of the
responsibility towards sustainability issues and its role in the Company’s
practice
long-term strategic plans. The Company’s Sustainability Steering
Committee (“SSC”) consists of various functional teams and leads
sustainability strategy formulation as well as EES&G integration
approaches. The governance, management, and reporting on DLMI’s
sustainability agenda is led by the Managing Director who chairs the SSC
and is overseen by the Board. In the performance evaluation of the
Board, the Board takes into account how they performed their
respective roles in addressing material sustainability risks and
opportunities.
Explanation for :
departure
Measure :
Timeframe :
13
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 Board ensures that information on the Company’s sustainability

application of the strategies, priorities, targets, and performance is shared in the
practice Company’s Sustainability Report in the Integrated Annual Report.
Explanation for :
departure
Measure :
Timeframe :
14
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 and Management are committed towards ensuring
application of the
responsible corporate conduct is demonstrated and practiced in the
practice
Company’s daily activities across all aspects of the Company’s
operations. In FY2023, the Board received quarterly updates from the
SSC on critical and material EES&G matters. The Board also reviewed
and approved the Company’s Sustainability Policy which shall be rolled
out to the Company in FY2024, and the Sustainability Roadmap 2030.
Explanation for :
departure
Measure :
Timeframe :
15
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 :
In the performance evaluation of the Board and the Management Team
application of the
for FY2023, the performance of their respective roles in addressing
practice
material EES&G risks and opportunities was taken into account.
Explanation for :
departure
Measure :
Timeframe :
16
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 : Adopted
Explanation on : The Company has a Sustainability Lead who manages EES&G topics
adoption of the strategically and integrates EES&G considerations in the operations of
practice the Company.
17
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 Nominating & Remuneration Committee performs an annual

application of the evaluation of the performance and contribution of the Board, every
practice director and each board committee, which was rated as satisfactory in
FY2023. In addition, the Board has adopted a policy to limit the tenure
of an independent director to 9 years without further extension.
Explanation for :
departure
Measure :
Timeframe :
18
Intended Outcome
Practice 5.2
At least half of the board comprises independent directors. For Large Companies, the board
comprises a majority independent directors.
Application : Departure
Explanation on :
application of the
practice
Explanation for :
Currently the Board comprises 8 members, one of whom holds an
departure
executive position as the Managing Director, while the other 7 are Non-
Executive Directors. Out of the 8 members, 4 are independent and 4
are non-independent directors. The composition exceeds the
requirements of Paragraph 15.02 of the Listing Requirements as more
than one third of the Board are Independent Non-Executive Directors
(“INED”). Of the 4 non-independent directors, 3 are nominees of Royal
FrieslandCampina N.V (“RFC”), and 1 is a nominee of Permodalan
Nasional Berhad. As such, a majority (5 out of 8) of the Board members
represents the Company’s minority shareholders.
The Company’s major shareholder is a foreign co-operative of farmers.
The Board considers that the current composition fairly reflects the
foreign direct investment and the investment of the minority
shareholders. The proportion of INED ensures effective checks and
balances on the Board and the independent directors effectively
safeguard the interest of the minority shareholders.
The Company has an equal number of independent and non-

independent directors. However, a majority of the Board members
represents the Company’s minority shareholders.
Measure : The Company has an equal number of independent and non-
independent directors. However, a majority of the Board members
represents the Company’s our minority shareholders.
Timeframe : Others More than 3 years - The Board will

monitor and review this in the
future
19
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.
Application : Not applicable - Step Up 5.4 adopted
Explanation on :
application of the
practice
Explanation for :
departure
Measure :
Timeframe :
20
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 :
The Board has adopted a policy to limit the tenure of an independent
adoption of the
director to 9 years without further extension. The policy is available on
practice
www.dutchlady.com.my
21
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 consists of qualified individuals with a good mix of
application of the
operational and commercial experience. In the appointment of Board
practice
members, the Nominating & Remuneration Committee will consider
whether members of the Board have both local and international
experience and that together, they bring a wide range of competencies,
capabilities, technical skills and relevant business experience.
The Board also make best endeavours at all times to have at least 30%
women Directors on the Board. Currently, out of the 8 members on
the Board, 6 are women. As such the Board comprises of 75% women
directors.
Explanation for :
departure
Measure :
Timeframe :
22
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 :
In respect of the appointment of all directors:
application of the
practice 1) Appropriate candidates for independent directors are sourced
through recruitment firms based on the needs of the Board;
2) The Nominating & Remuneration Committee considers
shortlisted candidates based on their profiles, professional
achievements, and personality assessments, with the needs of
the Board in mind; and
3) The Nominating & Remuneration Committee then ensures that
the candidates are suitable and of sufficient calibre for
recommendation to and approval of the Board.
Explanation for :
departure
Measure :
Timeframe :
23
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 : At the upcoming AGM, Datin Seri Sunita Mei-Lin Rajakumar, Tengku
application of the Nurul Azian binti Tengku Shahriman and Mr. Darren Kong Kam Seong
practice will retire by rotation pursuant to Rule 105 of the Company’s
Constitution. The Board through its Nominating & Remuneration
Committee (“NRC”) assessed each of the retiring Directors, and
considered the following: (i) If there is any evidence of any interest,
position or relationship that might influence, or reasonably be
perceived to influence, in a material respect, the Directors’ capacity to
bring an independent judgement to bear on issues before the Board and
to act in the best interests of the Company as a whole; and (ii) The
Director’s performance and contribution based on the Directors’ Peer
Assessment results for FY2023.
For item (i) the NRC have considered and have found that the retiring
Directors each meet the criteria for appointment and re-appointment
of directors as set out in the Directors’ Fit and Proper Policy. For item
(ii), the NRC found that each of the retiring Directors had performed
well based on the performance criteria evaluated.
Based on the above, the Board approved the NRC’s recommendation
and supports the re-election of Datin Seri Sunita Mei-Lin Rajakumar,
Tengku Nurul Azian binti Tengku Shahriman and Mr. Darren Kong Kam
Seong, who retire in accordance with Rule 105 of the Company’s
Constitution.
Explanation for :
departure
Measure :
24
Timeframe :
25
Intended Outcome
Practice 5.8
The Nominating Committee is chaired by an Independent Director or the Senior Independent
Director.
Explanation on :
The Chairperson of the Nominating & Remuneration Committee is Ms.
application of the
Saw Chooi Lee, the Board’s Senior Independent Director. She was
practice
appointed as the Chairperson of the NRC on 25 May 2021.
Explanation for :
departure
Measure :
Timeframe :
26
Intended Outcome
Practice 5.9
The board comprises at least 30% women directors.
Explanation on :
Out of the 8 members currently on the Board, 6 are women. As such the
application of the
Board comprises of 75% women directors.
practice
Explanation for :
departure
Measure :
Timeframe :
27
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 Board acknowledges the importance of gender diversity and

application of the recognizes the benefits that it can bring. The Board’s prime focus on is
practice the strength of the Board and therefore the overriding aim in any new
appointments must always be to select the best candidate available.
With this in mind, the Board shall at all times make best endeavours to
have at least 30% women Directors on the Board. The Board currently
comprises of 75% women directors and the Management Team
comprises of 44% women.
Explanation for :
departure
Measure :
Timeframe :
28
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 :
In FY2023, the Board undertook an internal annual evaluation of the
application of the
Board’s effectiveness. The internal evaluation was led by the NRC
practice
Chairperson and facilitated by the Company Secretary. The evaluation
was conducted on the Board, the Nominating & Remuneration
Committee, the Audit & Risk Committee, the Managing Director and on
each individual Board member through a peer evaluation. the Board is
satisfied that the Board Evaluation has achieved the objective of
enhancing the Board’s effectiveness.
Key findings are set out in the Corporate Governance Overview
Statement in the Integrated Annual Report.
Explanation for :
departure
Measure :
Timeframe :
29
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 Board has a remuneration policy in place and this policy was last
application of the
reviewed in November 2021. The policy for Directors’ remuneration is
practice
to provide a remuneration package needed to attract, retain and
motivate directors of quality required to supervise and/or manage the
business of the Company. The Non-Executive Directors are paid fixed
annual directors’ fees as members of the Board and these are approved
by shareholders at the Annual General Meeting.
Remuneration for the Managing Director of the Company is approved
by the Board in consultation with the RFC Group. The remuneration for
the Managing Director is based on the human resource policies and
procedures of the RFC Group. The Company follows the performance
appraisal system and compensation and benefits scheme of the RFC
Group. For the Managing Director, corporate and individual
performance are rewarded through the use of an integrated pay
benefits and bonus structure. Market competitiveness, business results
and individual performance are also considered by the RFC Group in
evaluating the Managing Director’s remuneration.
The Managing Director is not paid meeting attendance allowance or
Directors’ fees by the Company. The RFC nominee directors are also
not paid Directors’ fees or meeting attendance allowance by the
Company. The Directors’ fees for the RFC nominee directors are paid
as corporate management service fees to the RFC group which, being a
recurrent related party transaction, is part of the shareholders’
mandate for recurrent related party transactions sought from the
minority shareholders at each Annual General Meeting.
The Company’s Remuneration Policy is available on the Company’s
website at www.dutchlady.com.my.
30
Explanation for :
departure
Measure :
Timeframe :
31
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 Company has a Nominating & Remuneration Committee (NRC)
application of the
whose primary responsibilities include periodically reviewing and
practice
implementing policies governing the remuneration for Non-Executive
Directors and to make recommendations to the Board on all elements
of remuneration and terms of employment for the Non-Executive
Directors.
The Nominating & Remuneration Committee’s Terms of Reference is
available on the Company’s website at www.dutchlady.com.my
Explanation for :
departure
Measure :
Timeframe :
32
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 :
The detailed disclosure on named basis for the remuneration of
application of the
individual directors for FY2023 is disclosed below.
practice
33
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
Datin Seri Sunita Independent Input Input Input Input Input Input Input
1 129,865 6,500 - - - - 136,365
Mei-Lin Rajakumar Director info here info here info here info here info here info here info here
Executive Input Input Input Input Input Input Input
2 Ramjeet Kaur - - 1,312,081 - - 211,559 1,523,640
Director info here info here info here info here info here info here info here
Independent Input Input Input Input Input Input Input
3 Saw Chooi Lee 80,600 14,300 - - - - 94,900
Non-Executive
Dato’ Dr. Rosini Non- Input Input Input Input Input Input Input
4 80,104 11,700 - - - - 91,804
binti Alias Independent info here info here info here info here info here info here info here
Director
Tengku Nurul Azian
Independent Input Input Input Input Input Input Input
5 binti Tengku 83,666 14,300 - - - - 97,966
Shahriman
Darren Kong Kam Independent Input Input Input Input Input Input Input
6 80,104 14,300 - - - - 94,404
Seong Director info here info here info here info here info here info here info here
Non-Executive
Non- Input Input Input Input Input Input Input
7 Corine Danielle Tap - - - - - - -
Independent info here info here info here info here info here info here info here
Director
Non-Executive
Non- Input Input Input Input Input Input Input
8 Jean Serge Krol - - - - - - -
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Director
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9 Input info here Choose an item.
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34
35
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 most senior member of Management is the Executive Director of
departure
the Company, and her remuneration is disclosed in this report and in
the Corporate Governance Overview Statement in the Integrated
Annual Report. Details of the remaining members of senior
Management is shared on general terms and on an aggregated basis
only as the Board is of the view that it would not be in the best interest
of the Company to disclose these details given the competitiveness in
the market for good senior managers in the consumer goods industry.
The Board feels that the details provided are sufficiently transparent
and allows stakeholders to assess the reasonableness of remuneration
paid to members of senior management.
The Board is of the view that the disclosure of remuneration details may
be detrimental to its business interests, given the competitive
landscape for key personnel with the requisite knowledge, technical
expertise and working experience in the Company’s business activities,
where intense headhunting is a common industry challenge.
Accordingly, such disclosure of specific remuneration information may
give rise to recruitment and talent retention issues.
Alternative:
Remuneration details of the most senior member of Management is
disclosed in the CG Overview Statement and the remuneration of the
other members of Management will be shared on general terms and on
an aggregated basis only.
36
Measure :
The alternative is sufficiently transparent and allows stakeholders to
assess the reasonableness of remuneration paid to members of senior
Management.
Timeframe : Others More than 3 years - The Board will

monitor and review the
appropriateness of such disclosure
in the future
37
Company
No Name Position
Salary Allowance Bonus Benefits Other emoluments Total
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38
Intended Outcome

Companies are encouraged to fully disclose the detailed remuneration of each member of
senior management on a named basis.
Application : Not Adopted
Explanation on :
adoption of the
practice
39
Company (‘000)
Other emoluments
No Name Position
Allowance
Benefits
Bonus
Salary
Total
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1
2
3
4
5
40
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 Chairperson of the Audit & Risk Committee is Tengku Nurul Azian
application of the
binti Tengku Shahriman. Tengku Nurul Azian is an Independent Non-
practice
Executive Director. She is not the Chairperson of the Board.
Explanation for :
departure
Measure :
Timeframe :
41
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 Board has not appointed any of the Company’s former key audit
application of the partners as a member of the Audit & Risk Committee. The Audit & Risk
practice Committee will observe a minimum three (3) year cooling-off period
before any former key audit partner can be appointed as a member of
the Audit & Risk Committee. This requirement is set out in the Audit &
Risk Committee’s Terms of Reference.
Explanation for :
departure
Measure :
Timeframe :
42
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 : In FY2023, the ARC carried out the following, in accordance with the
application of the ARC’s Terms of Reference:
practice 1) The ARC had additional meetings with the External Auditors
twice without the presence of management in addition to the
usual meetings with the External Auditors.
2) The ARC also considered the performance of the External
Auditor and reviewed the suitability, objectivity, and
independence of the External Auditors.
3) The ARC considered the quantum of non-audited related fees
paid to the External Auditors.
Explanation for :
departure
Measure :
Timeframe :
43
Intended Outcome

The Audit Committee should comprise solely of Independent Directors.
Application : Not Adopted
Explanation on :
adoption of the
practice
44
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 members of the Audit & Risk Committee are all financially literate
application of the
and have a full understanding of the financial reporting process and the
practice
financial matters discussed. The members also attend training on new
rules or standards relating to the accounting standards, tax rulings or
corporate governance changes. The Chairperson of the Audit & Risk
Committee plays an active role in updating the other members on such
new developments. The Chairperson, Tengku Nurul Azian binti Tengku
Shahriman, is an Advocate and Solicitor of the High Court in Malaya, a
Barrister of Law of the Honourable Society of Inner Temple and has an
LLB (Hons) from the School of Oriental & African Studies, University of
London. She has over 19 years of broad experience in investment
banking and corporate finance and was previously the Executive Vice
President & Partner of PEMANDU Associates Sdn Bhd, a management
consulting firm which is focused on public sector transformation and
business turnaround with global experience. She sits on the Boards and
Audit and Risk Committees of other companies in Malaysia.
Explanation for :
departure
Measure :
Timeframe :
45
46
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 Company adopts the Enterprise Risk Management (ERM) and
application of the
Internal Control Framework (ICF) which enables Management to
practice
identify, assess, prioritise and manage risks on a continuous and
systematic basis. The ERM framework issued by RFC is in line with the
COSO framework where risks are divided into 4 main categories:
Strategic, Operational, Financial & Compliance. The Board, through the
Audit & Risk Committee (ARC) continuously reviews the adequacy,
integrity and effectiveness of the risk management and internal control
framework to ensure that the same are soundly conceived, in place,
effectively administered and regularly monitored.
As an integral part of the risk management and internal control
framework, an assessment is also performed on the internal controls
framework, focusing on transparency, accountability and safeguarding
of the Company’s assets. Outcome of the assessment is reported to the
ARC during their quarterly meetings.
The Internal Audit function, which is performed in-house, assists the
ARC and the Management in the effective discharge of their
responsibilities in respect of risk management, internal control and
governance.
Explanation for :
departure
Measure :
Timeframe :
47
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 :
Risk Management is an integral part of how the Company does business
application of the
and it is supported by good governance. Enterprise Risk Management
practice
(ERM) practices throughout the organisation enables the Company to
accelerate its growth and enhance its performance. This success is built
upon by timely identifying, evaluating and effectively mitigating risks
that could prevent the organisation from realising its strategic
objectives.
Prior to the quarterly ARC meeting, the Internal Audit function
coordinates a continuous risk dialogue session with all the risk owners
and functional heads to identify new risks and update the existing risks
in the Company’s risk register. The activity would be conducted to
update, evaluate and monitor all the risks identified. Mitigating
activities are also discussed and adopted. The risks landscape as well as
the mitigation plans are assessed and categorised based on the level of
impact and likelihood as set out in the ERM framework adopted by the
Company.
The Company has adopted RFC’s Internal Control Framework (ICF)
compliance programme that emphasises on key controls surrounding
the financial reporting process, the Company’s compliance with
applicable laws and internal policies, and the effectiveness of the
internal processes. On an annual basis, a Control Design Assessment
(CDA) exercise is performed to evaluate and review the control design
of key internal controls within the Company. This is the followed by a
Control Self Assessment (CSA) exercise as well as an Independent
Testing mechanism to evaluate the effectiveness of the control
execution activity. The IA team coordinates both the CDA and the CSA
exercise which is performed at different frequencies throughout the
year. To enhance the knowledge of key control owners and control
performers, an Internal Control Workshop is organized and activities
are designed to enhance the knowledge and effectiveness of the control
assessment cycle.
The IA Team discusses non-compliance areas, if any, and control
deficiencies with relevant process owners and reports it in a monitoring
tool whilst ensuring the necessary remediation action plan is in place.
Completed action plans are then retested to ensure adequate
48
remediation is in place. Assessment results, deficiencies and controls
requiring improvement are regularly reported and updated to the ARC
during their quarterly meetings.
Further information on this is set out in various sections of the
Corporate Governance Overview Statement, Statement of Risk
Management & Internal Control and the Audit & Risk Committee
Report.
Explanation for :
departure
Measure :
Timeframe :
49
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.
Explanation on :
This role has been assumed by the Audit Committee and the committee
adoption of the
is now known as the Audit & Risk Committee (ARC).
practice
50
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 Internal Audit function is performed in-house and reports directly
application of the
to the ARC. It assists the ARC and the Management in the effective
practice
discharge of their responsibilities and its principal role is to undertake
independent and systematic reviews of the Company's internal control
system so as to provide objective assurance on the adequacy, integrity
and effectiveness of the Company’s risk management, internal controls
and the overall governance processes.
During the year, the Internal Auditor had 4 meetings with the ARC. The
Internal Audit function carried out its activities based on the Internal
Audit Plan approved by the ARC. The Internal Audit Plan is developed
based on the risk profiles identified in accordance with the Company’s
risk register as well as consultation from relevant Management Team
and historical and inherent risk to the business. The ARC reviews the
extent of the audit scope and coverage of the Company’s activities; and
the adequacy, competency and the internal audit resources to support
the completion of the plan.
At the quarterly ARC meetings, the ARC reviews the progress of internal
audit activities and the resource requirements, including interim
changes and the impact of resource limitations. The ARC also reviews
significant risk and control issues, including investigation reports and
special reviews conducted by the Internal Audit team at the request of
Management.
Explanation for :
departure
Measure :
Timeframe :
51
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 function is independent from the activities of other
application of the
operating departments and undertakes to review key processes of the
practice
Company and its relationships with third parties.
The ARC evaluated the performance of the Internal Audit function for
FY2023 and was satisfied with the overall performance of the function
as it had been effective in performing its duties. The Internal Audit
function also provided value added recommendations to the
organisation, strengthening its internal controls, and was able to
function independently.
Further information on this is set out in various sections of the
Corporate Governance Overview Statement, Statement of Risk
Management & Internal Control and the Audit & Risk Committee
Report.
Explanation for :
departure
Measure :
Timeframe :
52
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 disseminates information to its stakeholders through
application of the
the AGM, its Annual Report and the announcements made on Bursa.
practice
The Company’s corporate website provides quick access to
information about the Company. The information on the corporate
website includes the corporate overview, information on the Board of
Directors and the Management team, Compass and other Company
policies, the Board Charter and Board Committee Terms of
References, financial results, announcements to Bursa, minutes of
general meetings, the Company’s Annual Reports and Circulars to
shareholders, the Company’s products, media releases, and other
corporate news.
The Integrated Annual Report provides a comprehensive report on the
Company’s operations and financial performance. An online version
of the full Integrated Annual Report is available and downloadable
from the Company’s website.
The Board shares information to its shareholders during general
meetings and encourages shareholders to ask questions which are
addressed during the meeting. Minutes of the general meetings,
together with a summary of the questions discussed during the
meeting are shared on the Company’s website within one month of
the date of the meeting.
The Company also organizes meetings with investment analysts and
fund managers periodically. The Company actively responds to
requests for discussions with institutional shareholders and analysts,
locally and abroad, to provide them better insights into the Company.
In FY2023, the Company held an investor relations meeting in
November. The presentation shared during the meeting is available
on the Company’s website.
Explanation for :
departure
53
Measure :
Timeframe :
54
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.
Explanation on :
The Company is continuing its journey into integrated reporting for the
application of the
2023 Annual Report. DLMI’s Integrated Report 2023 covers our
practice
financial and non-financial performance for the period of 1 January
2023 to 31 December 2023. This reporting boundary covers all the
Company’s operations and activities in Malaysia. The intention through
the report is to provide stakeholders a complete, fair and balanced
assessment of our financial and non-financial performance; near-term
to long-term strategic priorities, material matters, and key risks and
opportunities the structure and format of this report has been planned
to support:
• The Company’s 3-year journey starting 2022 to improve quality of
reporting and enhance the level of compliance to <IR> Framework
• The Company’s 4-year journey starting 2024 on alignment with
Taskforce on Climate-Related Financial Disclosures (TCFD) in line
with Bursa Malaysia’s sustainability reporting requirements and
IFRS S1 and S2
Explanation for :
departure
Measure :
Timeframe :
55
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 Company’s Notice of AGM is published in a local newspaper and is
application of the
issued to shareholders at least 28 days prior to the date of the AGM.
practice
Explanation for :
departure
Measure :
Timeframe :
56
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 :
The Company’s AGM in May 2023 was held virtually where all Malaysian
application of the
resident Directors were physically present at the Broadcast Venue of
practice
the meeting whilst the Directors who are based overseas joined the
meeting virtually.
Explanation for :
departure
Measure :
Timeframe :
57
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 :
Since 2020, the Company’s general meetings have been held virtually
application of the
through live streaming and online remote voting. For virtual meetings,
practice
only shareholders who have registered and who have been verified by
the poll administrator were allowed to participate in the meetings. The
Company has leveraged technology to facilitate greater shareholders’
participation and enhance the proceedings of the AGM. Resolutions
during the AGM were arrived at via online electronic poll voting to
enable all shareholders to cast their votes. The Share Registrar,
Boardroom Share Registrars Sdn Bhd acted as the Poll Administrator to
conduct the online electronic polling process. Sky Corporate Services
Sdn was appointed as the Independent Scrutineer to verify the poll
results. The meeting and online voting was conducted using a system
which contains data privacy and security features. Information on how
the shareholders can register, participate, and vote during the virtual
meeting was provided in the notice of meetings which were delivered
to each shareholder in accordance with the terms of the Company’s
Constitution.
Explanation for :
departure
Measure :
Timeframe :
58
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 :
The Board takes reasonable steps to encourage shareholder
application of the
participation at general meetings. The Chairperson, who chaired the
practice
proceedings provided fair opportunity and time to all shareholders to
exercise their rights to raise questions and make recommendations.
Shareholders are always encouraged to provide questions on the
resolutions being proposed or on the Company’s operations and
performance in general via email before the meeting and via the Q&A
portal during the meeting. Answers to questions received beforehand
will be dealt with during the Managing Director’s presentation or
answered verbally during the meeting. During the virtual general
meetings, shareholders are encouraged to participate via the Q&A
portal during the meeting. Questions received from MSWG were also
presented and answered during the meetings.
Explanation for :
departure
Measure :
Timeframe :
59
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 :
The broadcast of the virtual general meetings held in FY2022 ran
application of the
smoothly and shareholders were able to see and hear the meeting
practice
proceedings clearly. Shareholders were also able to participate in the
meetings by asking questions via the Q&A portal. The Chairperson, who
chaired the proceedings provided fair opportunity and time to all
shareholders to exercise their rights to raise questions and make
recommendations. These questions were either answered via the
portal which was visible to the shareholders or answered verbally by
the Managing Director and the Finance Director during the meeting.
Explanation for :
departure
Measure :
Timeframe :
60
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 full minutes of meeting which includes answers to the

application of the shareholders’ questions were available on the company website within
practice 30 days after the general meeting.
Explanation for :
departure
Measure :
Timeframe :
61
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 : 3026

SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT

Explanation on : The Company Secretary is a licensed secretary qualified to act as

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

Strategic management of material sustainability matters should be driven by senior

Explanation on : The Board ensures that information on the Company’s sustainability

Practice 4.5- Step Up

Explanation on : The Nominating & Remuneration Committee performs an annual

The Company has an equal number of independent and non-

Timeframe : Others More than 3 years - The Board will

Application : Not applicable - Step Up 5.4 adopted

Practice 5.4 - Step Up

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

Explanation on : The Board acknowledges the importance of gender diversity and

Timeframe : Others More than 3 years - The Board will

Salary Allowance Bonus Benefits Other emoluments Total

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Practice 8.3 - Step Up

Application : Not Adopted

Practice 9.4 - Step Up

Application : Not Adopted

Practice 10.3 - Step Up

Explanation on : The full minutes of meeting which includes answers to the

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

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