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Board of Directors

TAN SRI DATO' (DR) FRANCIS YEOH SOCK PING

Malaysian, male, aged 64, was appointed to the Board on 10 May 2001 as an Executive Director and has been the Managing Director till 29 June 2018 when he was redesignated as Executive Chairman. Tan Sri Francis studied at Kingston University in the United Kingdom, where he obtained a Bachelor of Science (Hons) Degree in Civil Engineering and was conferred an Honorary Doctorate of Engineering in 2004. In July 2014, Tan Sri Francis was conferred an Honorary Degree of Doctor of Laws from University of Nottingham. He became the Managing Director of YTL Corporation Berhad Group in 1988 which, under his stewardship, has grown from a single listed company into a global integrated infrastructure developer, encompassing multiple listed entities ie. YTL Corporation Berhad, YTL Power International Berhad, YTL Land & Development Berhad, YTL Hospitality REIT and Starhill Global REIT.

He was the Managing Director of YTL Corporation Berhad and YTL Power International Berhad which are listed on the Main Market of Bursa Malaysia Securities Berhad until 29 June 2018 when he was redesignated as Executive Chairman of these companies. He is the Executive Chairman and Managing Director of YTL e-Solutions Berhad. He is also the Executive Chairman of YTL Starhill Global REIT Management Limited, the manager of Starhill Global REIT, a vehicle listed on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST). Tan Sri Francis is the Executive Chairman of YTL Cement Berhad and Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT. He is the Chairman of private utilities corporations, Wessex Water Services Limited in England and Wales, and YTL PowerSeraya Pte Limited in Singapore. Tan Sri Francis is also an Independent Non-Executive Director of The Hong Kong and Shanghai Banking Corporation Limited and is a director of YTL Industries Berhad. He also sits on the board of trustees of YTL Foundation. He also serves on the board of directors of Suu Foundation, a humanitarian organisation committed to improving healthcare and education in Myanmar.

He is a Founder Member of the Malaysian Business Council and The Capital Markets Advisory Council, member of The Nature Conservancy Asia Pacific Council, and the Asia Business Council, Trustee of the Asia Society and Chairman for South East Asia of the International Friends of the Louvre. He is also a member of the Advisory Council of London Business School, Wharton School and Insead. He is the first non-Italian board member of the historic Rome Opera House and helped fund its restoration to keep it from closing. He served as a member of the Barclays Asia-Pacific Advisory Committee from 2005 to 2012. Tan Sri Francis was made a board member of Global Child Forum by His Majesty King Carl XVI Gustaf in May 2016.

He was ranked by both Fortune and Businessweek magazines as Asia’s 25 Most Powerful and Influential Business Personalities and one of Asia’s Top Executives by Asiamoney. He won the inaugural Ernst & Young’s Master Entrepreneur in Malaysia in 2002 and was named as Malaysia’s CEO of the Year by CNBC Asia Pacific in 2005.

In 2006, he was awarded the Commander of the Most Excellent Order of the British Empire (CBE) by Her Majesty Queen Elizabeth II, and received a prestigious professional accolade when made a Fellow of the Institute of Civil Engineers in London in 2008. He was the Primus Inter Pares Honouree of the 2010 Oslo Business for Peace Award, for his advocacy of socially responsible business ethics and practices. The Award was conferred by a panel of Nobel Laureates in Oslo, home of the Nobel Peace Prize. He also received the Corporate Social Responsibility Award at CNBC’s 9th Asia Business Leaders Awards 2010. He received the Lifetime Achievement Award for Leadership in Regulated Industries at the 7th World Chinese Economic Summit held in London in 2015. He was also awarded the prestigious Muhammad Ali Celebrity Fight Night Award at the 2016 Celebrity Fight Night in Arizona. In 2017, he was honoured with the Kuala Lumpur Mayor’s Award for Outstanding Contribution at the Kuala Lumpur Mayor Tourism Awards. This was in recognition of his efforts in the transformation of Kuala Lumpur into one of the top shopping and tourist destinations in the world. He was named CEO of the Year at the Asian Power Awards in 2017. The Japanese Government bestowed upon him the Order of the Rising Sun, Gold Rays with Rosette, in 2018.

 

DATO’ YEOH SEOK KIAN

Malaysian, male, aged 61, has been an Executive Director of the Company since 10 May 2001. Dato’ was redesignated to the position of Managing Director on 29 June 2018. He graduated from Heriot-Watt University, Edinburgh, United Kingdom in 1981 with a Bachelor of Science (Hons) Degree in Building and was conferred an Honorary Degree of Doctor of the University in 2017. He attended the Advance Management Programme conducted by Wharton Business School, University of Pennsylvania in 1984. Dato’ Yeoh is a Fellow of the Faculty of Building, United Kingdom as well as a Member of the Chartered Institute of Building (UK). He served as Deputy Managing Director of YTL Corporation Berhad and YTL Power International Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad until 29 June 2018 when he was redesignated as Managing Director of YTL Corporation Berhad and Executive Director of YTL Power International Berhad. Dato’ Yeoh also serves on the boards of other public companies such as YTL Cement Berhad, YTL Industries Berhad and The Kuala Lumpur Performing Arts Centre, and private utilities corporations, Wessex Water Limited in England and Wales, and YTL PowerSeraya Pte Limited in Singapore, as well as YTL Starhill Global REIT Management Limited, the manager of Starhill Global REIT, a vehicle listed on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST). He is also an Executive Director of Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT.

 

DATO' SULEIMAN BIN ABDUL MANAN

Malaysian, male, aged 80, was appointed to the Board on 18 December 1991 and he is presently a Non-Executive Director. Dato’ Suleiman obtained his education from the Malay College, Kuala Kangsar, University Malaya and L’Institut International D’Administration Publique, Paris. He was a member of the Malaysian Administrative and Foreign Service for 13 years. After resigning from the Civil Service in 1972, he was appointed Deputy General Manager of Malaysian Shipyard & Engineering (1972-1975), Managing Director of Malaysian Rubber Development Corporation (1975-1982), Group Managing Director of Kumpulan Perangsang Selangor (1982-1986). He became an entrepreneur and entered the corporate world in 1987. He built Lot 10 Shopping Centre, Star Hill Centre (now known as Starhill Gallery) and JW Marriott Hotel. He took control of Taiping Consolidated Berhad (now known as YTL Land & Development Berhad) and became its Chairman in 1992 and privatised KTM lands into the Sentul Raya new township. He relinquished control of the Company in April 2001 but remained as Chairman till 29 June 2018 when he stepped down from his position as the Non-Executive Chairman and remained on the Board of Directors as a Non-Executive Director.
 

TAN SRI DATUK SERI PANGLIMA DR. ABU HASSAN BIN OTHMAN

Malaysian, male, aged 79, was appointed to the Board on 12 June 2006 as an Independent Non-Executive Director. He is also the Chairman of the Nominating Committee and a member of the Audit Committee. Tan Sri Datuk Seri Panglima Dr. Abu Hassan holds a PhD in Sociology from Michigan State University, U.S.A., a MA and Bachelor of Arts (Hons) Second Class Upper from University of Malaya (“UM”), a D.Agr.Sc. (Honorary) from Kinki University, Japan and D. Mgmt. (Honorary) from Open University Malaysia.

He served as Tutor in the Faculty of Arts of UM from 1969 to 1971. This was followed by 23 years of service with University Kebangsaan Malaysia where he held various positions as Lecturer, Department Head to Professor in the Department of Anthropology & Sociology, Dean of the Faculty of Social Sciences & Humanities, and Deputy Vice Chancellor of Student Affairs. From 1994 to 2005, Tan Sri Datuk Seri Panglima Dr. Abu Hassan who was a Distinguished Fullbright Hays scholar, served as the Founding and First Vice Chancellor of University Malaysia Sabah. While serving as Vice Chancellor, he also held distinguished appointments both nationally and internationally. Nationally, he was Chairman of the Malaysian Vice Chancellors Committee, Chairman of the Malaysian Examination Council, member of the Malaysian National Higher Education Council and board member of National Productivity Corporation. On the international front, he represented Malaysia as Chairman of the Council of the University Mobility of Asia Pacific, board member of the Association of Commonwealth Universities as well as board member of the Association of South East Asian Institutions of Higher Learning. He was the Chairman of the Malaysian-American Commission on Educational Exchange. Tan Sri Datuk Seri Panglima Dr. Abu Hassan is a director of YTL e-Solutions Berhad, as well as Chairman of Malaysian Qualification Agency. He is a director of Yayasan Universiti Malaysia Sabah and a trustee of YTL Foundation.

 

DATO’ CHEONG KEAP TAI

Malaysian, male, aged 70, was appointed to the Board on 30 September 2004 as an Independent Non-Executive Director. He is also a member of the Audit Committee and Nominating Committee. Dato’ Cheong graduated from the University of Singapore with a Bachelor of Accountancy. He is a Chartered Accountant of Malaysian Institute of Accountants, a member of the Malaysian Institute of Certified Public Accountants, member of Malaysian Institute of Taxation and member of the Institute of Chartered Secretaries and Administrators. Dato’ Cheong is also a Licensed Tax Agent and a Licensed Goods & Service Tax Agent. Dato’ Cheong was the Executive Director and Partner of Coopers & Lybrand and upon its merger with Price Waterhouse was the Executive Director, Partner and Chairman of the Governance Board of PricewaterhouseCoopers until his retirement in December 2003. He is currently also a director of YTL Corporation Berhad, YTL e-Solutions Berhad, Gromutual Berhad, Tanah Makmur Berhad and several private limited companies.
 

DATO’ YEOH SEOK HONG

Malaysian, male, aged 59, was appointed to the Board on 10 May 2001 as an Executive Director. He obtained his Bachelor of Engineering (Hons) Civil & Structural Engineering Degree from the University of Bradford, United Kingdom in 1982. He is a member of the Faculty of Building, United Kingdom. In 2010, he was conferred an Honorary Doctor of Science degree by Aston University in the United Kingdom. Dato’ Yeoh Seok Hong has vast experience in the construction industry, being the Executive Director responsible for the YTL Group construction division. He was the project director responsible for the development and the construction of the two Independent Power Producer power stations owned by YTL Power Generation Sdn Bhd. His other achievements include the construction of the Express Rail Link between the Kuala Lumpur International Airport and the Kuala Lumpur Sentral Station. He is also responsible for developing the power and utility businesses of the YTL Power International Berhad Group and the building of the fourth generation (4G) Worldwide Interoperability for Microwave Access (WiMAX) network by YTL Communications Sdn Bhd. He serves as Managing Director of YTL Power International Berhad and Executive Director of YTL Corporation Berhad, both companies of which are listed on the Main Market of Bursa Malaysia Securities Berhad. Dato’ Yeoh Seok Hong also sits on the boards of other public companies such as YTL Cement Berhad and YTL Industries Berhad, and private utilities corporations, Wessex Water Limited and Wessex Water Services Limited in England and Wales, and YTL PowerSeraya Pte Limited in Singapore. He also sits on the board of trustees of YTL Foundation.

 

DATO’ SRI MICHAEL YEOH SOCK SIONG

Malaysian, male, aged 58, was appointed to the Board on 10 May 2001 as an Executive Director. He graduated from University of Bradford, United Kingdom in 1983 with a Bachelor of Engineering (Hons) Civil & Structural Engineering Degree. Dato’ Sri Michael Yeoh is primarily responsible for the YTL Group Manufacturing Division which activities involve cement manufacturing and other building material industries. He serves as an Executive Director of YTL Corporation Berhad and YTL Power International Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad and Managing Director of YTL Cement Berhad. He also sits on the boards of other public companies such as YTL e-Solutions Berhad, YTL Industries Berhad, and a private utilities corporation, YTL PowerSeraya Pte Limited in Singapore.


DATO’ MARK YEOH SEOK KAH

Malaysian, male, aged 54, was appointed to the Board on 10 May 2001 as an Executive Director. He graduated from King’s College, University of London, with an LLB (Hons) and was subsequently called to the Bar at Gray’s Inn, London in 1988. He was awarded Fellowship of King’s College London in July 2014.

Dato’ Mark Yeoh joined YTL Group in 1989 and is presently the Executive Director responsible for the YTL Hotels and Resorts Division. In addition, he is also part of YTL Power’s Mergers & Acquisitions Team and was involved in the acquisition of ElectraNet SA (Australia), Wessex Water Limited (UK), P.T. Jawa Power (Indonesia) and PowerSeraya Limited (Singapore). He serves as an Executive Director of YTL Corporation Berhad and YTL Power International Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad. He is also a board member of YTL Cement Berhad and private utilities corporations, Wessex Water Limited and Wessex Water Services Limited in England and Wales, and YTL PowerSeraya Pte Limited in Singapore. He is also an Executive Director and Chief Executive Officer of Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT.

 

DATO’ HAMIDAH BINTI MAKTAR

Malaysian, female, aged 64, was appointed to the Board on 17 March 1998 as an Executive Director. She obtained her BA Honours from the University of Malaya. She joined Nestle Malaysia Sdn Bhd in 1977 and in 1984 joined Matsushita Sales & Service as the Marketing Manager. In 1987, she left to join BP Malaysia as the Corporate Communications Manager. In 1989, at BP Malaysia, Dato’ Hamidah was appointed the Retail District Manager for Peninsular Malaysia and in 1991, she was promoted to undertake both local and regional responsibilities as Business Support Manager for Malaysia and Singapore and Regional Brand Manager for South East Asia. She was made the EXCO member or Top Management Team of BP Malaysia and represented South East Asia for the BP Brand Global Panel in the Reimaging of BP worldwide. In 1994, she left the multinational to join Landmarks Berhad as the Managing Director of Sungei Wang Plaza. Dato’ Hamidah joined the Company in 1996 as Group General Manager and was redesignated to Group Director of Operations in March 1997. In 1998, she was appointed Managing Director designate to undertake the restructuring exercise of the group until its completion in May 2001.


EU PENG MENG @ LESLIE EU

Malaysian, male, aged 83, was appointed to the Board on 15 June 2001 as an Independent Non-Executive Director. He is also the Chairman of the Audit Committee and a member of the Nominating Committee. Mr Leslie Eu graduated with the degree of Bachelor of Commerce from the University College Dublin, Ireland in 1959. He was nominated by Bank Negara Malaysia to be one of the founding directors of Global Maritime Ventures Berhad to undertake the expansion and direct investment in the maritime industry in 1994. He has been in the shipping business for over 50 years and was the first Chief Executive Officer of Malaysian International Shipping Corporation Berhad from the company’s inception in 1969 until his early retirement in 1985. Mr Leslie Eu was a board member of Lembaga Pelabuhan Kelang from 1970 to 1999 and is a Member Emeritus of the American Bureau of Shipping. He was appointed by the United Nations Conference on Trade and Development as one of 13 experts to assist developing nations in establishing their maritime fleets. Mr Leslie Eu presently serves on the board of YTL Corporation Berhad, a company listed on the Main Market of Bursa Malaysia Securities Berhad. He is also a director of Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT.

 

DETAILS OF ATTENDANCE OF DIRECTORS AT BOARD MEETINGS

 

During the financial year, a total of 5 Board meetings were held and the details of attendance are as follows:-

 

                                                                                                   Attendance

Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping                                       5

Dato’ Yeoh Seok Kian                                                                       4

Dato’ Suleiman Bin Abdul Manan                                                     5

Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman               5                                                                       

Dato’ Cheong Keap Tai                                                                     5

Dato’ Yeoh Seok Hong                                                                      4

Dato’ Sri Michael Yeoh Sock Siong                                                   4

Dato’ Mark Yeoh Seok Kah                                                                4

Dato’ Hamidah Binti Maktar                                                               4

Eu Peng Meng @ Leslie Eu                                                               3

Notes:
1. Family Relationship with Director and/or Major Shareholder Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Dato’ Yeoh Seok Kian, Dato’ Yeoh Seok Hong, Dato’ Sri Michael Yeoh Sock Siong and Dato’ Mark Yeoh Seok Kah are siblings. The late Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay, the father of Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Dato’ Yeoh Seok Kian, Dato’ Yeoh Seok Hong, Dato’ Sri Michael Yeoh Sock Siong and Dato’ Mark Yeoh Seok Kah, is a deemed major shareholder of the Company. Save as disclosed herein, none of the Directors has any family relationship with any director and/or major shareholder of the Company.
2. Conflict of Interest None of the Directors has any conflict of interest with the Company.
3. Conviction of Offences (other than traffic offences) None of the Directors has been convicted of any offences within the past five (5) years.
4. Public Sanction or Penalty imposed None of the Directors has been imposed with any public sanction or penalty by the relevant regulatory bodies during the financial year.

 

 

 

 

 

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Board Charter

1. INTRODUCTION

1.1 Corporate ethos, key values & principles

The YTL ethos is about “Building The Right Thing”. Our mission is to turn the right opportunities into the right thing, and the right thing into lasting value. We rely on the core values of ‘honesty, hard work, moral responsibility, togetherness and vitality’ to build value that is not simply lasting, but worthy of lasting.

2. PURPOSE

2.1 Purpose of the Board of Directors of YTL Land & Development Berhad (“Company”/“YTL Land”) (“Board”)

The purpose of the Board is to provide strong and confident strategic leadership which leads to robust accountability, oversight and assurance for the financial performance, sustainability and enduring value of the Company.

2.2 Purpose of the Board Charter

The Board Charter serves several important functions, including as a primary reference to the Board of its role, fiduciary duties and responsibilities, its governance processes and legal framework within which it operates and as an induction tool for new Directors.

This Charter is available on YTL Land’s website at: www.ytlland.com, Our Investors-The Board.

3. AUTHORITY

3.1 The conduct of the Board is governed by the Constitution of the Company, and the laws, rules and regulations governing companies in Malaysia.

3.2 Save for specific corporate decisions that require approval of regulatory authorities or shareholders as stipulated in the Constitution of the Company, Companies Act, 2016 (“the Act”), Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“Main LR”) and other applicable rules and laws, the Board shall have full authority to make all decisions.

3.3 The Board shall also have the power to delegate specific functions and authority to its Committees, individual Directors, or the management.

4. PRINCIPAL ROLES AND RESPONSIBILITES OF THE BOARD

4.1 The Board charts the strategic direction, development and control of the YTL Land Group (the “Group”). Key elements of the Board’s stewardship responsibilities include the following:-

(a) Ensuring that the strategic plans for the Group supports long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability;

(b) Promoting good corporate governance culture within the Group which reinforces ethical, prudent and professional behaviour;

(c) Overseeing the conduct of the Group’s businesses to evaluate and assess management performance to determine whether the businesses are being properly managed;

(d) Ensuring there is a framework of prudent and effective internal control and risk management systems which enable risks to be identified, assessed and managed;

(e) Succession planning for the Board and senior management;

(f) Overseeing the development and implementation of a shareholder/stakeholder communications policy;

(g) Reviewing the adequacy and integrity of the Group’s management information and internal control systems;

(h) Ensuring the integrity of the Group’s financial and non-financial reporting.

4.2 Code of Conduct and Ethics

Directors are to observe and adhere to the standards of ethical conduct set out in the Code of Ethics for Company Directors established by the Companies Commission of Malaysia (available from the SSM website at: www.ssm.com.my, Publication-Booklet).

4.3 Conflict of Interests

Directors are to determine and disclose potential or actual conflicts of interest which may arise in relation to transactions or matters which come before the Board. In accordance with applicable laws and regulations, a Director of the Company should formally disclose any direct or indirect interests or conflicts of interests in such transactions or matters as and when they arise and abstain from deliberations and voting at Board meetings as required.

4.4 Dealings in securities

Directors are to be mindful of their obligation to not deal in the securities of YTL Land or other listed securities as long as they are in possession of price-sensitive information relating to such listed securities. Prior to every ‘Closed Period’ for dealing in securities, the Board will be sent reminders via email (comprising a write-up of the relevant requirements under the Main LR, the Act and the Capital Markets and Services Act 2007, including the procedures that need to be complied with for dealings during and outside ‘Closed Period’ and sample notices that the Directors would need to provide the Company if they do deal in the securities) to ensure no lapse in compliance.

5. MATTERS RESERVED FOR THE BOARD

Key matters reserved for the Board’s approval include overall strategic direction, business expansion and restructuring plans, material acquisitions and disposals, expenditure over certain limits, capital management initiatives including payments of dividends, issuance of new securities and capital alteration plans.

6. COMPOSITION AND BOARD BALANCE

6.1 To maintain a strong and effective Board to address and manage the complexity and scale of the Group’s operations, the Board seeks to ensure that all appointments are made on merit, taking into account an appropriate mix of skills, experience, expertise and diversity in age, gender, ethnicity, background, perspective and insight.

6.2 The Board shall comprise no less than the minimum number of Directors prescribed in the Act and/or Constitution of the Company. At any one time, at least 2 or 1/3, whichever is higher, of the Board members are Independent Directors.

6.3 Executive Directors have a direct responsibility for business operations whereas Non-Executive Directors have the necessary skill and experience to bring an independent judgment to bear on issues of strategy, performance and resources brought before the Board. The Executive Directors are collectively accountable for the running and management of the Group’s operations and for ensuring that strategies are fully discussed and examined, and take account of the long-term interests of shareholders, employees, customers, suppliers and the many communities in which the Group conducts its business.

6.4 The Independent Directors provide independent judgment, experience and objectivity without being subordinated to operational considerations. They help to ensure that the interests of all shareholders, and not only the interests of a particular fraction or group, are taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.

7. CHAIRMAN AND MANAGING DIRECTOR ("MD")

7.1 There is a balance of power and authority between the Executive Chairman and MD with a clear division of responsibility between the running of the Board and the Company’s business respectively. The positions of Executive Chairman and MD are separated and clearly defined and are held by separate members of the Board.

7.2 Role of the Chairman

The Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role. The Chairman is primarily responsible for:-

(a) leading the Board in setting the values and standards of the Company, including good corporate governance practices;

(b) the orderly and effective conduct of the meetings of the Board and shareholders;

(c) leading discussions, encouraging active and open participation;

(d) managing the interface and encouraging constructive relations between Board and management;

(e) ensuring the provision of accurate, timely and clear information to Directors and effective communication with stakeholders;

(f) facilitating the effective contribution of Non-Executive Directors.

7.3 Role of the MD

All Board authorities conferred on the management is delegated through the MD and this is considered as the MD’s authority and accountability as far as the Board is concerned. The MD is responsible for, amongst others:-

(a) Overseeing the day-to-day running of the business, developing and implementing Board policies and strategies, and making operational decisions;

(b) Serves as the conduit between the Board and the management in ensuring the success of the Company’s governance and management functions;

(c) Ensuring effective communication with shareholders and relevant stakeholders;

(d) Providing strong leadership i.e. effectively communicating a vision, management philosophy and business strategy to employees;

(e) Keeping the Board informed of salient aspects and issues concerning the Group’s operations.

8. BOARD COMMITTEES

8.1 The Board may establish committees of the Board as it considers necessary or appropriate. The committees will focus on specific responsibilities in greater detail and make the necessary reports or recommendations to the Board for its consideration and decision.

The Board has the following standing committees with specific Terms of Reference:-

•  Audit Committee

• Nominating Committee

Independent Non-Executive Directors (“INED”) play a leading role in these committees. Details of the membership and summary of the Terms of Reference of each committee are available on YTL Land’s website at: www.ytlland.com, Our Investors-Governance-Audit Committee-Nominating Committee.

8.2 Each year, the Board, through its Nominating Committee, will review the effectiveness of the Board (as a whole), each Board Committees, the contribution by the Director and Audit Committee on individual basis, and the independence of the INED. The Nominating Committee will also facilitate and determine the board induction and continuing education programmes to be provided for the Board in areas that would best strengthen their contributions to the Board.

9. EXPECTATIONS ON TIME COMMITMENT/OTHER BOARD APPOINTMENTS

Board members are expected to devote sufficient time to fulfil their responsibilities effectively. Any Director is, while holding office, at liberty to accept other board appointments so long as the appointment does not detrimentally affect the Director’s performance as a Board member of the Company. Directors must also be mindful of the requirement of the Main LR that they do not sit on the boards of more than 5 listed issuers.

10. INDUCTION, TRAINING AND DEVELOPMENT OF DIRECTORS

Newly appointed Directors will be inducted into the Board through a process that will best fit the Director, allowing him/her to be properly informed, supported and productive in his/her role. An induction pack which contains key documents required by Board members will be given to the Director upon appointment. Visits to the Group’s operational sites and meetings with senior management may also be arranged as practicable and appropriate.

In addition to the Mandatory Accreditation Programme required by Bursa Securities for newly appointed Directors, Board members are required to attend such training or professional development programme as the Nominating Committee or the Board members have collectively or individually considered as helpful in enhancing their skills and knowledge and keeping up-to-date with relevant issues.

11. BOARD MEETINGS AND SUPPLY OF INFORMATION

11.1  The Board meets at least once every quarter to facilitate the discharge of their responsibilities.

11.2  To facilitate Directors’ time planning, an annual meeting calendar, which provides the scheduled dates for meetings of the Board, Board Committees and annual general meeting, is prepared and circulated to the Directors before the beginning of each year.

11.3   A Director must attend at least 50% of the total Board meetings held during a financial year. A Director may participate in a Board meeting or Committee Meeting by way of audio or audio-visual or other instantaneous telecommunication device as provided in the Constitution of the Company.

11.4   Members of management who are not Directors may be invited to attend and speak at the meetings on matters relating to their sphere of responsibility.

11.5    A full agenda and Board papers incorporating such information as may be relevant to the business of the meeting are circulated to all Directors at least one-week prior to each Board meeting.

11.6   In the event matters requiring Board decision arise between Board meetings and if deemed appropriate, such matters shall be resolved by way of circulation of a Board resolution in writing, signed or approved in accordance with the provisions set out in the Constitution of the Company.

12. ACCESS TO MANAGEMENT AND INDEPENDENT PROFESSIONAL ADVICE

Directors have unrestricted access to management and information pertaining to the Group. Whenever necessary and reasonable, Directors may seek independent professional advice with the Chairman’s prior consent, which will not be unreasonably withheld, as they individually or collectively consider necessary to fulfil their responsibilities and permit independent judgment in decision making, at the expense of the Company.

13. FINANCIAL REPORTING

13.1 Transparency

(a)The Board aims to present a clear and balanced assessment of the financial position and future prospects of the Company and the Group that extends to the interim and price-sensitive information and other relevant reports submitted to regulators.

(b)The Board ensures that the financial statements are prepared so as to give a true and fair view of the financial position of the Company and the Group in accordance with the approved accounting standards. The Board is assisted by the Audit Committee in overseeing the Group’s financial reporting processes and quality of its financial reporting.

13.2 External Auditors

(a) The Board has transparent arrangements for considering how financial reporting and internal control principles will be applied and for maintaining an appropriate relationship with the external auditors through its Audit Committee.

(b) The Audit Committee also keeps under review the scope and results of the audit and its cost effectiveness as well as the independence and objectivity of the external auditors in line with the Company’s Policy on Auditor Independence.

(c) Appointment of the external auditors is subject to approval of shareholders at general meetings. The external auditors have to retire during the Annual General Meeting of the Company every year and be re-appointed by shareholders for the ensuing year.

13.3 Internal Controls and Risk Management

(a) The Board ensures that the Group has an internal audit function which critically reviews all aspects of the Group’s activities and its internal controls. Comprehensive audits of the practices, procedures, expenditure and internal controls of all business units and subsidiaries are undertaken on a regular basis. The Head of Internal Audit has direct access to the Board through the Chairman of the Audit Committee.

(b) The Audit Committee receives reports regarding the outcome of such reviews on a regular basis.

14. ANNUAL GENERAL MEETING ("AGM")

14.1 The Board regards the AGM as the principal forum for dialogue with shareholders and aims to ensure that the AGM provides an important opportunity for effective communication with, and constructive feedback from, the Company’s shareholders.

14.2 The Chairman encourages active participation by the shareholders during the AGM.

14.3 The Chairman and where appropriate, the MD, respond to shareholders’ queries during the AGM.

15. INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION

15.1 The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Company and as such adopts an open and transparent policy in respect of its relationship with its shareholders and investors.

15.2 The Board communicates information to shareholders and the investing community through announcements that are released to Bursa Securities. Such announcements include the quarterly financial results, material transactions and other developments relating to the Group requiring disclosure under the Main LR.

15.3 In addition to the published annual report sent to all shareholders and the quarterly financial results announced to Bursa Securities, shareholders and investors can access information pertaining to the Company and its activities from the Company’s website at: www.ytlland.com, Our Investors-Reports.

15.4 While the Board endeavours to provide as much information as possible to its shareholders and stakeholders, it is mindful of the legal and regulatory framework governing the release of material and price-sensitive information.

16. RELATIONSHIP WITH OTHER STAKEHOLDERS

The Board recognizes that no company can exist by maximizing shareholders value alone. In this regard, the needs and interests of other stakeholders are also taken into consideration.

16.1 Employees

(a) The Board acknowledges that employees are invaluable assets and play a vital role in achieving the vision and mission of the Company and the Group.

(b) The Board is committed to promoting good business conduct and maintaining a healthy corporate culture that engenders integrity, transparency and fairness. To this end, it has established a code of conduct and ethics (including whistleblowing policies) for the Group as a means of inculcating acceptable practices and to guide the behavior of management and employees. The code is available at: www.ytlland.com, Our Investors-Governance.

16.2 Environment

In acknowledging the need to safeguard and minimize the impact to the environment , the Group adopts policies that help protect the environment and contribute towards sustainable development as well as supports initiatives on environmental issues.

16.3 Corporate Responsibility

(a) The Board acknowledges that the Group should play a vital role in contributing towards the welfare of the community in which it operates.

(b) The Board ensures that the Group adopts policies and procedures that contribute towards responsible marketing and advertising of its products and services.

(c) The Group supports charitable causes and initiatives on community development projects.

17. COMPANY SECRETARY

17.1 The Board appoints the Company Secretary, who plays an important advisory role, and ensures that the Company Secretary fulfils the functions for which he/she has been appointed.

17.2 The Company Secretary is accountable to the Board through the Chairman of the Board and Committees on all governance matters.

17.3 The Company Secretary is a central source of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company.

17.4 The Company Secretary should advise Directors of their obligations to adhere to matters relating to:-

(a) disclosure of interests in securities.

(b) disclosure of any conflict of interest in a transaction involving the Company.

(c) prohibition of dealing in securities.

(d) restrictions on disclosure of price-sensitive information.

17.5 The Company Secretary must keep abreast of, and inform the Board of current governance practices.

17.6 The Board members have unlimited access to the professional advice and services of the Company Secretary.

18. REVIEW OF THE BOARD CHARTER

The Board Charter will be reviewed as and when changes arise and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board’s responsibilities.

 

                                                                                                                                                                           This Charter was updated and adopted by the Board on 29 August 2019

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