Star Media : Corporate Governance Report 2023

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	6084
COMPANY NAME	: Star Media Group 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.

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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	:	The business and affairs of Star Media Group Berhad ("Star Media" or
application of the		"the Company") and its subsidiaries ("the Group") are managed under
practice		the direction and oversight of the Board of Directors of the Company
		("the Board"), which also has the responsibility to periodically review
		and approve the overall strategies, business, organisation and
		significant policies of the Company and the Group.
		Further, the Board also sets the Group's core values, adopts proper
		standards to ensure that the Group operates with integrity, and
		complies with the relevant rules and regulations. The Board also
		ensures appropriate risk management and effective internal control
		system are in place. The Board takes into consideration the interest of
		all stakeholders in its decision making to ensure the Group's objectives
		of creating long-term sustainable value for its shareholders and
		stakeholders are met.
		The Board has a formal schedule of matters reserved for its decision.
		At the board meeting, the Board deliberated Management's proposals
		and discussed various key business/operational and financial matters
		of the Company and Group. These matters included the market
		environment, sustainability matters, organisational resources and
		governance development. The Board also reviewed reports and
		recommendations from the Board Committees such as financials and
		audit related matters, risk management and internal control activities,
		corporate proposals, regulatory compliance, Board appointments and
		evaluation of Board performance and remuneration. In case of any
		actual or potential conflict of interest, Directors recused themselves or
		abstained from deliberation and voting on the matter.
		The Board is guided by its Board Charter which outlines its
		responsibilities and is available on the Company's website at
		www.starmediagroup.my.
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To discharge the Board's stewardship responsibilities, the Board has assumed the following principal roles and responsibilities:

1. Review, approve and adopt the Group's strategic plans and annual budgets
   The Board directly and indirectly through its Board Committees, leads and provides direction to Management to ensure that the Group's strategic plans support its long-term value creation which include strategies on the economic, environmental, social considerations underpinning sustainability. The Board also monitors the Company's operational and financial performance frequently, reviews the Company's remuneration policies and succession planning on a periodic basis, and ensures that effective good governance, sustainability practices, sound internal control and risk management systems are in place.
   In November 2023, the Board reviewed and approved the Group's Budget 2024 and forecast plans for 2025-2026 together with its business plans. The Board had a robust discussion and constructively challenged Management's assumptions and views and provided their feedback and guidance to the Management.
2. Oversee and evaluate the conduct and business performance of the Group
   The Board oversees the conduct of the Group's business and operation and ensures its business is properly managed to ensure the performance of the Group are measured against targets set. In ensuring smooth business operations, the Board approves the financial authorisation and limits of authority for operating and capital expenditures and procurement of goods and services. The Board approves transactions that are above a certain materiality threshold, while delegating authority for transactions below such threshold limits to the Group Chief Executive Officer ("GCEO") and Financial Controller and other Management personnel to optimise operational efficiency. The authority limit is also reviewed periodically by the Board in line with the changes in business needs and based on the overall operational risk appetite.
   Day-to-day operation of business of the Company and Group are delegated to the GCEO who is supported by the Executive Committee comprising the C-Suites, Financial Controller and Senior General Manager of the respective department, namely Technology, Group People and Product (referred to as the "Key

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Management" in this CG Report). The GCEO provides regular updates on the progress of implementation of the Company's strategic initiatives and proposals at the quarterly board meetings. Management also provides the Board with the Group's monthly financial report for its review.

1. Oversee risk management and internal control
   The Board has overall responsibility for the governance of risk including identifying and managing principal risks affecting the Group and this includes establishing and approving the relevant policies such as for the prevention of anti-corruption practices. To assist the Board in discharging its responsibility, the Audit Committee ("AC") is formed to provide oversight of the risk governance framework and risk management system. The AC also oversees financial reporting risk and the adequacy and effectiveness of the Group's internal control systems. The Board will constantly review the key risks affecting the Group and the appropriate controls put in place by Management to mitigate risks.
   The Board is also ultimately responsible for the adequacy and integrity of the Group's internal control system, which is managed and monitored by the Internal Audit ("IA") Department.
   The annual IA Plan outlining the audit assignments for the current reporting year was tabled ahead and approved by the AC. The Head of IA presented the IA Report comprising key audit findings, Management's feedback on the findings discovered, proposed remedial actions and progress report of the rectification and improvement to the internal control system of the Company/Group at quarterly AC meetings.
   The Board recognizes the importance of staying vigilant and continues to exercise prudence in the management of applicable risks and adapt to the evolving risk landscape. The Company has formalized Enterprise Risk Management Framework and risk management processes and practices to identify, analyse, evaluate, manage and monitor significant financial and non- financial risks across the Group. As part of the processes, the risk owners of selected key risks will review risks and risk control in their respective areas of operations on an ongoing basis and submit their reports to the risk coordinator. The risk coordinator supported the AC in ensuring that risks were effectively reviewed and that risk responses across the Group were coordinated and aligned with the appropriate controls. Correspondingly, the AC will also brief the Board on the risk report tabled. In addition, the

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Legal and Secretariat Departments manage their respective areas in terms of regulatory compliance.

Details of the Risk Management Framework and IA Function are set out in the Statement on Risk Management and Internal

Control ("SORMIC") from pages 52 to 55 of the Company's

Annual Report for the financial year ended 31 December 2023

("FY2023").

1. Delegation of Board's functions
   In order to ensure the effective discharge of the Board's functions, the Board has set up dedicated Board Committees namely AC, Nomination Committee ("NC") and Remuneration Committee ("RC") and Strategy and Investment Committee ("SIC") to assist the Board in performing its oversight functions.
   The SIC's primary responsibility is to assist the Board in relation to the review of significant investments for the Company in line with its strategic objectives and plans. These Committees have specific responsibilities, and they operate under clearly defined functions and roles as set out in their respective Terms of
   Reference ("TOR") approved by the Board. The Chairmen of the respective committees will report the proceedings, findings (if any) and recommendations to the Board on any matters that require the Board's attention and approval at the Board meeting.
2. Promote good corporate governance culture within the Company based on the principles of transparency, objectivity and integrity
   The Board has in place policies and procedures to promote a culture of integrity and ethics within the Group as a whole. These policies are, among others, the Code of Ethics and Conduct for Directors, Conflict of Interest Policy, Remuneration Policy for Directors and Senior Management, Whistleblowing Policy and Anti-Corruption Policy and are subject to periodic review from time to time. The policies are made available in the Company's staff portal and its investor relations website.
3. The Board ensures the integrity of the financial and non-financial reporting of the Group before approving the relevant financial statements, accounts and quarterly reports. All financial results, as well as price-sensitive information are released in a timely manner through various platforms including disclosures via Bursa
   Malaysia Securities Berhad ("Bursa Securities") and the Company's website and press releases.
4. The Board also values dialogue with stakeholders and appreciates the keen interest of shareholders on the Company's performance. In this regard, the Board ensures timely and relevant information about the Group are disseminated to shareholders and other stakeholders via various platforms such

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as announcements to Bursa Securities, press release/press write- up, and investor relations website. The guidance in the Corporate Disclosure Guide is strictly observed by the Board and Management when communicate with shareholders and other stakeholders.

Explanation for	:
departure

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

Measure:

Timeframe:

6

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	:	The Chairman of the Company is Tan Sri Dato' Seri Chor Chee Heung.
application of the		The Chairman is primarily responsible for the orderly conduct and
practice		functioning of the Board and ensure its effectiveness on all aspects of
		its roles.
		The roles and responsibilities of the Chairman are set out in the Board
		Charter, which include the following:
		a)	Leads and oversees the Board in the effective discharge of its
			fiduciary duties.
		b)	With the assistance of the GCEO and Company Secretary, sets out
			the board meeting agenda and ensures complete and
			accurate information is provided to the Directors in a timely
			manner to ensure informed decision making.
		c)	Leads the Board meeting's discussions and ensure sufficient time
			is allocated for deliberations on key issues, seeks views from the
			Directors on matters requiring decisions by the Board and
			encourages active participation of the members during meetings
			and allows dissenting views to be freely expressed.
		d)	Promotes constructive relations between Board and Management.
		e)	Chairs the Company's general meetings and addresses questions
			and comments raised by the shareholders.
Explanation for	:
departure

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

Measure:

Timeframe:

7

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 1.3

The positions of Chairman and CEO are held by different individuals.

Application	:	Applied
Explanation on	:	The requirement for the roles of the Chairman and GCEO to be held by
application of the		two (2) separate individuals as well as a clear division of
practice		responsibilities are set out in the Board Charter. The demarcation of
		functions allows an objective review and ensures accountability by
		Management for meeting strategic objectives.
		The Board Chairman, Tan Sri Dato' Seri Chor Chee Heung is primarily
		responsible for the stewardship and smooth functioning of the Board.
		During the FY2023, the GCEO was Mr Yeow Wai Siaw (also known as
		Alex Yeow). He was responsible for leading the day-to-day operations
		and implementing the Group's policies and strategic decisions of the
		Board. Mr Alex Yeow was assisted by the Key Management team in
		managing the day-to-day business of the Company, which he
		consulted regularly.
Explanation for	:
departure

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

Measure:

Timeframe:

8

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 1.4

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'.

Application	:	Departure
Explanation on	:
application of the
practice
Explanation for	:	The Board Chairman is also the Chairman of the Remuneration
departure		Committee ("RC") who is Tan Sri Dato' Seri Chor Chee Heung.
		The Board delegates its review function to the RC, which operates
		under clearly defined terms of reference and specific powers granted
		thereunder. The Chairman always provides constructive opinions to
		the Board and RC respectively based on different perspectives as the
		Chairman of the Board and Chairman of the RC. Based on annual peer
		review assessments, the Board Chairman is able to lead the Board in
		an effective manner and encourage contribution from all members
		and promotes open discussion. The Board also believes that having
		the same person assume the positions of Chairman of the Board and
		Chairman of RC enhances the Board's decision-making process as it
		helps to ensure that all crucial alternatives are considered at the RC
		before making any recommendation to the Board for consideration
		and decision.
		All interested Directors (including Tan Sri Dato' Seri Chor Chee Heung)
		must abstain from deliberations and voting on their own
		remuneration proposal. The Directors' remuneration is approved by
		the shareholders at the general meeting and Directors who are also
		shareholders, must abstain from voting on their own remuneration at
		the general meeting.

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

Measure:

Timeframe:

9

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 1.5

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.

Application	:	Applied
Explanation on	:	The Company Secretary is qualified to act under Section 235(2) and
application of the		Section 241 of the Companies Act, 2016. The Company Secretary is
practice		member of the Malaysian Institute of Chartered Secretaries and
		Administrators ("MAICSA").
		The Company Secretary ensures that all the regulatory requirements
		are met. The Company Secretary provides governance advice, ensures
		adherence to rules and procedures and advocates adoption of
		corporate governance best practices. All the Directors have
		unrestricted access to timely and accurate information and access to
		the advice and services of the Company Secretary, who is responsible
		for ensuring that Board meetings' procedures are followed and that all
		applicable rules and regulations are complied with. The Board is also
		regularly informed by the Company Secretary on updates to the
		regulations and guidelines, as well as any amendments thereto issued
		by Bursa Securities, Securities Commission, Companies Commission of
		Malaysia and other relevant regulatory authorities. The Company
		Secretary constantly keeps herself abreast of the regulatory changes
		and developments in corporate governance through attendance at
		relevant training programs. The trainings attended by the Company
		Secretary during the FY2023 include financial reporting, fraud risk
		management, economic opportunities of circular models,
		sustainability reporting as well as the Annual Conference conducted
		by MAICSA.
Explanation for	:
departure

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

Measure	:
Timeframe	:
	10