British American Tobacco Malaysia Berhad : Corporate Governance Report (659 kb)

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	4162
COMPANY NAME	:	British American Tobacco (Malaysia) Berhad
FINANCIAL YEAR	:	December 31, 2021
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.

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 application of the practice :

The Board of Directors ("Board") sets the strategic direction and also oversees and ensures that the conduct of the businesses of British American Tobacco (Malaysia) Berhad ("BAT Malaysia") and its subsidiaries (the "Group') adhere to relevant applicable laws, policies, standards and guidelines. The roles and responsibilities of the Board are set out in the BAT Malaysia's Code of Corporate Governance ("BAT Malaysia Code") and the Board Committees' roles and responsibilities in discharging its function which had been delegated by the Board are set out in respective Board Committee's Terms of Reference. The Board is also guided by the Statement of Delegated Authorities, which clearly defines the matters that are specifically reserved for the Board and Board Committees. The Board meets quarterly to review performances and strategies of the Group. When the need arises, special board meetings will be convened. BAT Malaysia's corporate governance framework is set out in the BAT Malaysia Code and is directed towards achieving its business objectives in a manner which is responsible and in accordance with high standards of honesty, transparency and accountability. For more information on the Board Leadership and effectiveness, please refer to pages 78 to 91 of the Annual Report 2021. The BAT Malaysia Code is available on BAT Malaysia website atwww.batmalaysia.com.

Explanation for departure :

Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.

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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 1.2

A Chairman of the Board who is responsible for instilling good corporate governance practices, leadership and effectiveness of the board is appointed.

Application :	Applied
Explanation on application of the practice :	The Chairman plays an important leadership role and is responsible for: a. providing leadership to the Board so that the Board can perform its responsibilities efficiently and effectively. b. setting the agenda for meetings of the Board and ensuring that Board members receive complete and accurate information in a timely manner. c. leading the Board and shareholders meetings. d. encouraging active participation and allowing dissenting views to be freely expressed. e. managing the interface between the Board and the Leadership Team. f. ensuring the Board is constituted in accordance with and acts in compliance with relevant statutory requirements. g. leading the Board in the adoption and implementation of good corporate governance practices in the Group. h. establishing and maintaining relationships with the stakeholders of the Group, including government institutions, shareholders and potential shareholders, and major external bodies. On 28 October 2021, the Chairman chaired a meeting of the Non-Executive Directors meeting without the presence of the Executive Directors and the Management to discuss amongst others strategic matters and alignment between the Management and the Board.
Explanation for departure :
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
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