YNH Property : YNHP - Corporate Governance Report 2023

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	3158
COMPANY NAME	:	YNH PROPERTY BHD
FINANCIAL PERIOD	:	June 30, 2023
ENDED

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 overall responsible for the performance and affairs of the
application of the		Company by overseeing the strategic plan of the Group. The Board
practice		sets the strategies direction ensuring that the necessary resources are
		in place for the Company to meet its objectives and review
		management performance. The Board also oversee the business
		operation, resource management, assessment of risks aim at providing
		effective oversight.
		The Board is also responsible to shareholders and stakeholders for
		achieving Group's strategies objective and to deliver sustainable
		grown in their values.
		The Board delegates the implementation of its strategies to the
		Company's Management as to monitor the conduct and management
		of the Group's business.
		The roles and responsibilities of the Board have been clearly defined in
		the Board Charter which is available on the Company's website at
		www.ynhb.com.my.
Explanation for	:
departure

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

Measure	:
	2

Timeframe:

3

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 Board, plays a key role in leading and ensuring
application of the		the adequacy and effectiveness of the Board's performance and
practice		governance practices. He represents the Board to the shareholders
		and other stakeholders.
		The Chairman is primarily responsible for:
		•	Leading the Board meetings discussions and encourages debate
			on issues and seek views from the Board on matters requiring
			decisions.
		•	Maintaining regular dialogue with the Managing Director and
			senior management in respect of all material matters affecting
			the Company and to consult with the other Board members
			promptly and appropriately.
		•	Chairing the annual general meeting and provides responses to
			shareholders on issues raised by them.
		The Chairman's key responsibilities are set out in the Board Charter
		which is available on the Company's website at www.ynhb.com.my.
Explanation for	:
departure

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

Measure:

Timeframe:

4

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 Company does not have a CEO but with the positions of two
application of the		Executive Directors, the Chairman and the Managing Director, are held
practice		by different individuals.
		The Chairman leads and manages the Board by focusing on strategy,
		governance and compliance whilst the Managing Director manages
		the business and day-to-day operation of the Company and
		implements the Board's decisions.
		The Chairman and the Managing Director play a distinct and separate
		roles with a clear division of responsibilities to ensure a balance of
		power and authority.
Explanation for	:
departure

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

Measure:

Timeframe:

5

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	: Applied
Explanation on	: The Company is in compliance with Practice 1.4 of the MCCG whereby
application of the	the Chairman of the Board, Dato' Yu Kuan Chon ("the Chairman") is
practice	not a member of the Audit Committee ("AC") or the Nomination and
	Remuneration Committee ("NRC") of the Company.
	The Chairman has never been an AC or NRC member since the date of
	his appointment to the Board on 3 September 2003.

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 1.5

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	Board is supported by a suitably qualified and competent
application of the		Company Secretary from Boardroom Corporate Services Sdn Bhd and
practice		one in-house Company Secretary who was licensed by the Registrar of
		Companies.
		Below is a summary of the relevant responsibilities by the Company
		Secretaries:
		•	Advised the Board on the their roles and responsibilities and
			provide regular updates on new statutory and regulatory
			requirements relating to the discharge of the Board's duties and
			responsibilities;
		•	Provided support to the Board in fulfilling its duties and
			leadership role in shaping the corporate governance of the
			Group;
		•	Managed the logistics of all Board and Board Committee
			meetings. Attendance and minutes of all meetings are properly
			recorded and kept;
		•	Managed processes of all General Meetings.
		•	Monitored the developments of Corporate Governance and
			assist the Board in applying best practices to meet the Board's
			needs and shareholders' expectations.

The Company Secretaries also play an important advisory role in the Company. In this respect, the Company Secretaries advise the Board on corporate disclosures and compliance with the relevant changes to the laws, rules and regulations, which include amendments to the Constitution of the Company arising from the Companies Act 2016, and amendments to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad as well as the best practices of the Malaysian Code on Corporate Governance.

Explanation for	:
departure

7

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 1.6

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.

Application	:	Applied
Explanation on	:	To facilitate the Directors' time planning, the annual meeting calendar
application of the		is prepared and circulated in advance of each new year. The calendar
practice		provides Directors with scheduled dates for meetings of the Board and
		Board Committees and the annual General Meeting.
		The Board members are furnished with proper agenda with due notice
		issued and board papers and reports by the Management at least 7
		days prior to the meetings. This is to ensure that the Board members
		have sufficient time to review the board papers for effective
		discussions and decision making during the meetings.
		All deliberations and decisions at the Board and Board Committee
		meetings are well documented in the minutes, including matters
		where Directors abstained from voting or deliberation.
Explanation for	:
departure

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

Measure:

Timeframe:

9

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.

Application	:	Applied
Explanation on	:	The Board Charter outlines the duties and responsibilities of the
application of the		Board of Directors, Chairman and the Board Committees. The keys
practice		matters reserved for the Board's deliberation and decision making are
		spelt out in the Board Charter.
		The Board will periodically reviews its Board Charter as and when
		necessary to ensure it complies with latest legislation and best
		practices.
		The Board Charter was last reviewed and approved by the Board on 26
		April 2023 with reference to the revised MCCG issued by Securities
		Commission on 28 April 2021 and the updated version of the Board
		Charter is make available at the Company's website at
		www.ynhb.com.my.
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