Magnum Berhad : 2021 Corporate Governance Report

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	3859
COMPANY NAME	:	Magnum 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 is collectively charged with the responsibility of leading and managing the business and affairs of the Group in an effective manner. Each director has a legal duty to act in the best interest of the Company at all times. The Board assumes, among others, the following principal duties and responsibilities: (a) Establishing the corporate vision and mission, as well as the philosophy of the Group; (b) Reviewing, adopting and monitoring the overall strategies and direction of the Group including setting performance objectives and approving the annual operating budgets for the Group as well as ensuring that the strategies promote good corporate governance culture and sustainability; (c) Overseeing the conduct and performance of the Group's businesses to evaluate whether the businesses are being properly managed. This includes ensuring the solvency for the Group and the ability of the Group to meet its contractual obligations and to safeguard its assets; (d) Identifying principal risks and ensuring the implementation of appropriate systems to manage those risk; (e) Succession planning for the Board and Senior Management, including appointing, training, fixing the compensation of, and where appropriate, replacing Key Senior Management; (f) Developing and implementing an investor relations programme or stakeholders' communications policy for the Group to ensure an effective, transparent and regular communication with its stakeholders; (g) Reviewing the adequacy and the integrity of the Group's internal control systems and management

information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines;

• (h) Overseeing the operation of the Group's Enterprise Risk Management Framework, assessing its effectiveness and reviewing any major/significant financial and non-financial risks facing the Group;

• (i) Review and support the World Lottery Association's Responsible Gaming Framework established to ensure compliance to the comprehensive set of standards related to social responsibility;

• (j) Review and ensure Management compliance to the World Lottery Association's Security Control Standards:2016 and ISO/IEC 27001:2013 standards which entails putting in place a Information Security Management System (ISMS) with additional lottery related controls implemented; and

• (k) Review the overall corporate governance performance of the Company to ensure that the Company is attuned with the evolving expectations of stakeholders, regulatory changes and market dynamics whilst remaining relevant to the needs of the Company's business and core values.

• • Every year, the Board meets at least five times to discharge its duties and responsibilities in a transparent and objective manner with integrity, transparency, accountability and professionalism to safeguard the interest of all stakeholders and enhance shareholders' value as well as for long-term sustainability and growth.

• • The Chairman ensures that decisions are made on a sound and well-informed basis and ensures all strategic and critical issues are considered and discussed by the Board and that all Directors received clear, relevant and comprehensive information on a timely basis.

• • The Executive Directors formulates and initiates corporate proposals and business strategies, and directors for Board's discussion, approval and adoption. Thereafter, they will oversee and monitor the implementation of the Board's procedures and policies within the budgeted resources approval by the Board.

• • The Board receives updates from the Management on the Group's operations and performance as well as the status of implementation of the Board's policies and decisions during the Board Meetings.

• • Annual key performance indicators are set for important tasks and communicated to Management, and will be periodically reviewed during monthly Management's meeting and any critical unresolved issues will be escalated to the Board for decision during its quarterly meeting.

• The Board reviews and approves the Group's capital expenditures, operational and other supplemental budgets annually to ensure that the necessary resources are in place for the Group to meet its objectives. • Apart from the four Board Committees, sub-committees such as Management Risk Committee, Information Security Committee and Sustainability Committee have been established to assist and complement the Board and its Committees in the execution of its responsibilities. The Board is aware that this delegation of work does not abdicate its responsibilities and such delegations do not in any way hinder nor reduce the Board's ability to discharge its function efficiently. • Since year 2013, the Group has adopted a Business Continuity Plan and Disaster Recovery Plan in line with the World Lottery Association-Security Control Standard/ISO 27001 which is reviewed annually and tested at least once a year. • The Directors published the Group's vision and mission statements as well as the core values on the Company's Integrated Annual Report and website to promote and implement good corporate culture within its Group which reinforces ethical, prudent and professional behaviour with emphasis on customer-centricity. • The Directors also published its Board Charter, Code of Business Conduct and Ethics, its Committees' Terms of Reference and other official corporate frameworks on the Company's website to ensure its obligations to its stakeholders are understood and met.

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 Board is led by a Non-Executive Chairman, Tan Sri Dato' Surin Upatkoon. The key roles and responsibilities of the Non-Executive Chairman are clearly set out and established in the Board Charter which include, among others, the following: (a) responsible for the leadership, effectiveness, conduct and instilling good corporate governance practices of the Board; (b) managing the Board's communications and the Board's effective supervision over the Management; (c) enduring orderly conduct and proceedings of the Board and general meeting; (d) ensuring Board proceedings are in compliance with good conduct and best practices; (e) encouraging active participation and allowing dissenting views to be freely expressed; (f) protecting the interest and provide for the information needs of various stakeholders; and (g) maintaining good contact and effective relationships with external parties and investing public.
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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