CORPORATE GOVERnAnCE OVERVIEW sTATEMEnT (COnT’d)
Practice 9.3 Step-up
Not Adopted
The Board affirms that the risk management process and system of internal control is established and operating adequately and satisfactorily in all material aspects to meet the business objectives of the Group for the financial year under review.
The board should disclose the features of its risk management and internal control framework, and the adequacy and effectiveness of this framework.
The system of risk management and internal control has been designed to meet the particular needs of the Group and to manage risks which the Group is exposed to rather than eliminating the risk of failure in achieving business objectives.
Features of the Group’srisk management and internal control framework are set out in the Statement on Risk Management and Internal Control.
The board establishes a Risk Management Committee, which comprises a majority of independent directors, to oversee the company’srisk management framework and policies.
- Intended outcome
Companies make informed decisions about the level of risk they want to take and implement necessary controls to pursue their objectives.
The board is provided with reasonable assurance that adverse impact arising from a foreseeable future event or situation on the Company’s objectives is mitigated and managed.
Summary of governance practices The board should establish an effective
risk management and internal control framework.
The Board has overall responsibility for maintaining an effective and sound system of risk management and internal control and for reviewing its adequacy.
Principle B - Effective Audit and Risk Management (cont'd.) Risk Management and Internal Control Framework
CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont'd.)
CORPORATE GOVERnAnCE OVERVIEW sTATEMEnT (COnT’d)
29
II.
10.0
Applied/
Departure/
Adopted/
Not Adopted Practice 10.1
Applied
Practice 10.2
Applied Principle B - Effective Audit and Risk Management (cont'd.)
Risk Management and Internal Control Framework (cont'd.) Intended outcome (cont'd.)
CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont'd.)
carried out in accordance with a recognised framework
The internal auditors report directly to the Audit Committee and annually confirm to the Audit Committee that they are free from any relationships or conflicts of interest that could impair their objectivity and independence.
The internal audit team comprises an average of four members and is headed by Mr Wong Boon Kin, AIIA (IIA, Malaysia), CA(M), CPA(M), CA(ANZ), AISP.
The internal audit is performed in accordance with the International Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors.
• whether the internal audit function is are free from any relationships or conflicts of interest, which could impair their objectivity and independence;
audit department
responsible for internal audit; and The board should disclose -
• whether internal audit personnel
• the number of resources in the internal
• name and qualification of the person
The internal audit functions have been outsourced to Lawrence Wong & Co., chartered accountants (Malaysia), with the primary objective to carry out reviews of the business processes as well as the internal control systems to determine if the accounting and internal control system procedures have been complied with as well as to identify recommendations to strengthen the accounting and internal control system so as to foster a strong management control environment. The internal auditors report directly to the Audit Committee.
Companies have an effective governance, risk management and internal control framework and stakeholders are able to assess the effectiveness of such a framework.
Summary of governance practices The Audit Committee should ensure that
the internal audit function is effective and able to function independently.
CORPORATE GOVERnAnCE OVERVIEW sTATEMEnT
(COnT’d)
I.
11.0
Applied/
Departure/
Adopted/
Not Adopted Practice 11.1
Applied
Practice 11.2
Not Adopted -
II.
12.0
Applied/
Departure/
Adopted/
Not Adopted Practice 12.1
Applied CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont'd.)
Summary of governance practices Notice for an Annual General Meeting
should be given to the shareholders at least 28 days prior to the meeting.
The Sixty Third Annual General Meeting (63rd AGM) will be held on 11 February 2022. Notice of the 63rd AGM, which is enclosed in the Annual Report 2021 is despatched to shareholders on 31 December 2021.
Large companies are encouraged to adopt integrated reporting based on a globally recognised framework.
Conduct of General Meetings Intended outcome
Shareholders are able to participate, engage the board and senior management effectively and make informed voting decisions at General Meetings.
The annual and quarterly reports and the various mandatory announcements are the primary modes of communication to report on the financial performance and operations and corporate developments of the Group.
The Company maintains a corporate website which provides the relevant information to its stakeholders.
Summary of governance practices The board ensures there is effective,
transparent and regular communication with its stakeholders.
The Board is committed in ensuring accurate and timely dissemination of information, including corporate announcement and release of quarterly financial results to Bursa Malaysia as well as the despatch of annual reports to shareholders.
The annual general meeting is the principal forum for dialogue with shareholders. At the annual general meeting, shareholders have direct access to the Directors and are given the opportunity to ask questions during the question and answer session. Suggestions and comments by shareholders are noted by Directors for consideration.
Principle C - Integrity in Corporate Reporting and meaningful relationship with stakeholders Communication with Stakeholders
Intended outcome
There is a continuous communication between the company and stakeholders to facilitate mutual understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respects to the business of the company, its policies on governance, the environment and social responsibility.
31
CORPORATE GOVERnAnCE OVERVIEW sTATEMEnT (COnT’d)
31
II.
12.0
Applied/
Departure/
Adopted/
Not Adopted Practice 12.2
Applied
Practice 12.3
Applied
Principle C - Integrity in Corporate Reporting and meaningful relationship with stakeholders (cont'd.) Conduct of General Meetings (cont'd.)
Intended outcome (cont'd.)
Shareholders are able to participate, engage the board and senior management effectively and make informed voting decisions at General Meetings. (cont'd.)
Summary of governance practices CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont'd.)
The corporate governance practices as summarised gave a general overview of the application of the MCCG.
Disclosures pursuant to Paragraph 15.25(2) of Bursa Malaysia Listing Requirements can be downloaded from the Company’s website at www.chinteck.com.my
Notwithstanding with the departures and non-adoption on the Practices/Practices Set-Up under the MCCG, the Board will continue to evaluate and assess the Practices and at the appropriate time, take appropriate steps to narrow the gap.
Having regards to the diverse perspectives and insights, the stewardship under the present leadership of the Board ensures that the decisions are made objectively in the best interest of the Company.
Listed companies with a large number of shareholders or which have meetings in remote locations should leverage technology to facilitate -
• including voting in absentia; and General Meetings.
• remote shareholders’ participation at
The forthcoming AGM will be conducted by way of a full virtual meeting through live streaming and online remote voting via remote participation and voting (“RPV”) facilities.
All directors in office as at the end of the FY2021 attended the Annual General Meeting held on 27 January 2021.
The Executive Chairman and the Chief Financial Officer cum Company Secretary as well as the Chairs of the Board’s committees stand ready to provide meaningful response to questions addressed to them.
All directors attend General Meetings.
The Chair of the Audit, Nominating, Risk Management and other committees provide meaningful response to questions addressed to them.
At the beginning of a calendar year, an annual meeting calendar comprising scheduled dates for the Annual General Meeting and other meetings is circulated to the Directors to facilitate their time management.
CORPORATE GOVERnAnCE OVERVIEW sTATEMEnT
(COnT’d)
Meeting attendance
Fees Salaries Bonus fees Total
RM RM RM RM RM
65,000 424,000 482,554 15,000 986,554 45,000 312,000 350,948 15,000 722,948 110,000 736,000 833,502 30,000 1,709,502
76,000 - - 36,000 112,000 62,000 - - 36,000 98,000 62,000 - - 36,000 98,000 54,000 - - 30,000 84,000 56,000 - - 21,000 77,000 48,000 - - 21,000 69,000 40,000 - - 15,000 55,000 398,000 - - 195,000 593,000 508,000 736,000 833,502 225,000 2,302,502
Duration 1/2 day 1/2 day 1/2 day 1/2 day 1/2 day 1/2 day 1/2 day 1/2 day 1/2 day 1/2 day Appendix B
All the directors and alternate director had successfully attended the Mandatory Accreditation Programme (“MAP”).
During the financial year ended 31 August 2021, the directors and alternate director attended the following programmes:-
Gho Lian Chin Sio Sit Po Gho Eng Liong Goh Yeok Beng
Goh Chih Yuan (Wu Zhiyuan) Datuk Matthew Tee Kai Woon Appendix A
Details of the total remuneration, on a Group basis, of the Executive Directors and Non-Executive Directors of the Company for the financial year ended 31 August 2021.
Executive Directors Goh Wei Lei Goh Pock Ai
Non-Executive Directors Keong Choon Keat
Gho Bun Tjin
Programme Navigating ESG Requirements For Growth Navigating ESG Requirements For Growth Navigating ESG Requirements For Growth Navigating ESG Requirements For Growth Navigating ESG Requirements For Growth Navigating ESG Requirements For Growth Navigating ESG Requirements For Growth Navigating ESG Requirements For Growth Navigating ESG Requirements For Growth Navigating ESG Requirements For Growth Goh Wei Lei
Goh Pock Ai Keong Choon Keat Gho Lian Chin Sio Sit Po
Datuk Matthew Tee Kai Woon Gho Eng Liong
Goh Yeok Beng
Goh Chih Yuan (Wu Zhiyuan)
CORPORATE GOVERnAnCE OVERVIEW sTATEMEnT (COnT’d)
33
•
•
•
Risk management
Supply and cost of human resources
The Group is exposed to price volatility arising from fluctuation in the prices of fresh fruit bunches(“ffb”),crude palm oil (“CPO”) and palm kernel (“PK”) in the commodity market.
The Group manages and mitigates price volatility by monitoring the fluctuation of CPO and PK prices daily and enter into physical forward selling commodity contracts.
The Group does not enter into commodity future contracts.
The unprecedented COVID-19 pandemic has severely impacted the global economy. In Malaysia, to contain the spread of COVID-19, the Government imposed movement control measures but enabled industries providing essential services including the oil palm industry to operate provided they employ risk mitigation measures.
TheGroup’sestates and mills are able to operate. With the safety and health of our employees, contractors and stakeholders in mind, the Group implemented measures which included screening employees and visitors for symptoms of COVID-19 and risk, practicing safe distancing, distributing masks, face shields and hand sanitisers to employees, increasing the frequency of disinfection of work spaces, vehicles and living quarters, restricting the non-essential movement of personnel and visitors to and from our properties, putting in place procedures for testing of COVID-19, establishment of isolation facilities and encouraging and facilitating vaccinations, amongst others.
The Board has overall responsibility for maintaining an effective and sound system of risk management and internal control and for reviewing its adequacy and recognises that there are inherent limitations to any system of risk management and internal control. The system of risk management and internal control has been designed to meet the particular needs of the Group and to manage risks which the Group is exposed to rather than eliminating the risk of failure in achieving business objectives.