Ranhill Utilities : Corporate Governance Report 2022

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	5272
COMPANY NAME	:	RANHILL UTILITIES BERHAD
FINANCIAL YEAR	:	December 31, 2022

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.

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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	:	1)	The Board of Ranhill Utilities Berhad ("Ranhill"/"the
application of the			Company") continues to execute its fiduciary duties to use
practice			reasonable care, skill and diligence in line with Section 211
			(1) and (2) and Section 213 (1), (2) and (3) of the
			Companies Act 2016.
			The Board is responsible for ensuring that the Group
			remains on track toward realizing its set business objectives
			and goals. In fulfilling this duty, the Board has developed an
			annual business plan, which charts the course forward for
			the Group. As the highest decision-making body, the Board
			sets the tone at the top by prioritizing business
			sustainability and corporate governance.
			The Board is guided by its Board Charter, which stipulates
			the roles and responsibilities, the power and authority
			vested in the Board and other required guidance in enabling
			the Board to discharge its duties. This includes matters
			reserved for the Board's approval, and those, which the
			Board may delegate to the Board Committees, Chief
			Executive ("CE") and key senior management. The
			delegation of duties and their limit of authority are set out in
			Ranhill Authority Manual ("RAM") and Terms of Reference
			("ToR") of the Board Committees respectively. The Board
			Charter is available on the website at www.ranhill.com.my.
		2)	The Board has established various Board Committees to
			facilitate the execution of its duties. Each Committee has its
			own respective ToR to facilitate the execution of its roles
			and responsibilities. The ToRs are also available on the
			Company's website at www.ranhill.com.my.
			Via the Audit Committee ("AC") the Board ensures:-
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• Ranhill's audit and accounting practices are in line with recognized accounting practices such as the Malaysian Financial Reporting Standards ("MFRS") and the International Financial Reporting Standards ("IFRS");
• including also monitoring the Group's operational and financial performance, reviewing the Group's business processes, accounting functions, financial reporting and internal controls;
• enhancing the independence of the external and internal function; ensuring effective ethics programme is implemented and monitoring the compliance of the Group's established policies and procedures;
• reviewing the investigation reports on fraud or irregularities from the person(s) carrying out the internal audit function (this role was previously under Fraud & Whistleblowing Committee but this committee was disbanded);
• overseeing the implementation of the Group's Sustainability strategies and priorities and targets as well as evaluating the Sustainability risks and opportunities (previously under GRMC).

Via Governance and Risk Management Committee ("GRMC"):-

• The Board looks to effectively address the Group's risk exposure. This encompasses reviewing and assessing risk exposure including the viability of the investment and divestment proposals, acquisitions, mergers, and funding options.
• Overseeing the implementation of the anti-corruption framework, policies, and procedures for corruption risks assessments, reviewing and assessing the performance, management, and adequacy of tools, system, and processes for corruption risk management.

Via Nominating and Remuneration Committee ("NRC") and Long Term Incentive Plan ("LTIP") Committee, the Board ensures:-

1. • There is effective succession planning for the Board and that the Company's remuneration plan is comparative to the industry benchmark;
   • LTIP assists the NRC/Board in overseeing the implementation of LTIP scheme. The granting of the LTIP shares to eligible directors and employees took effect on 11 September 2020 based on the stipulated terms and conditions of LTIP which had
2. The Group's long-term profitability and sustainability are monitored, whereby the Board has on a yearly basis reviewed, deliberated and considered the Group Business Plan for the next financial year and the projections for the subsequent 2 years thereafter. Key strategic issues were

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outlined and the broad goals and objectives are set for the implementation and execution. This includes ensuring continued smooth operations of the water, energy and engineering as well as in-depth reviews on the Group's cost-effectiveness in ensuring the businesses would be properly executed within the budget and financing cost. This includes identifying mitigation plan to minimize loss and risk exposures and close monitoring of the Group's performance through appropriate measures.

1. Towards the corporate governance value within the Group, the Board ensures the corporate governance framework had been appropriately set in place for implementation and adoption by the Group; and ensures the corporate governance framework is updated to be in line with the latest changes. Key areas of corporate governance strengthened include anti-corruption, business ethics, corporate integrity and risk, and a high level of compliance with regulatory's key performance indicators.
2. The integrity of the Company towards effective communication and engagement with its shareholders and stakeholders lies on the Board and senior management. The Board endorsed the Company's Investor Relation Policy on 7 November 2019 for the adoption and guidance towards management and employees to effectively disseminate material information to shareholders, prospective investors and stakeholders. The policy would be accessible on Ranhill Intranet, the online platform for the internal publication and dissemination of information to employees of the Group.
3. The Board acknowledged that employees' contribution is also part and partial of salient factors to the success of the Company and for the Board to achieve and meet the Company's goal. The Group Human Strategic Plan 2021- 2026 which was endorsed in 2021 provides guidelines for the Group's human capital development and succession planning. The plan is monitored to ensure the implementation will be as per the programmes and timeline set. Ensuring also there will be a well-structured and clear division of tasks and job scopes. High potential key leaders are placed at critical positions to facilitate the execution of the Group task appropriately, effectively and strategically.

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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Measure:

Timeframe:

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