The Board establishes a Risk Management Committee, which comprises a majority of Independent Directors, to oversee the Company’s risk management framework and policies.
Application : Not Adopted
Explanation on adoption of the practice
:
33 Intended Outcome
Companies have an effective governance, risk management and internal control framework and stakeholders are able to assess the effectiveness of such a framework.
Practice 10.1
The Audit Committee should ensure that the internal audit function is effective and able to function independently.
Application : Applied
Explanation on application of the practice
: The internal audit function has been outsourced to an independent professional services firm, Messrs. Forreststone Corporate Advisory Sdn.
Bhd. (“Forreststone”), to carry out the internal audit work within the Group throughout the year.
The Internal Auditors (“IA”) presented the annual internal audit plan to the Audit Committee (“AC”) for review and comments before the implementation and the AC will then recommend it to the Board for deliberation and approval. The internal audit review will be reported to the AC on a quarterly basis to highlight the areas of weaknesses and improvements to be carried out for better efficiency and effectiveness of the system of internal control. The AC will then seek for consideration and approval from the Board.
The AC reviews the performance and remuneration of Forreststone and to make recommendation to the Board for approval on yearly basis.
Explanation for departure
:
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure :
Timeframe :
34 Intended Outcome
Companies have an effective governance, risk management and internal control framework and stakeholders are able to assess the effectiveness of such a framework.
Practice 10.2
The Board should disclose –
• whether internal audit personnel are free from any relationships or conflicts of interest, which could impair their objectivity and independence;
• the number of resources in the internal audit department;
• name and qualification of the person responsible for internal audit; and
• whether the internal audit function is carried out in accordance with a recognised framework.
Application : Applied
Explanation on application of the practice
: The internal audit function has been outsourced to an independent professional services firm, Messrs. Forreststone Corporate Advisory Sdn.
Bhd. (“Forreststone”). The Audit Committee has also obtained confirmation from Forreststone that they had continuously complied with the relevant ethical requirement of independence and integrity.
Mr. Lew Sze How, who is the head of engagement team of the internal audit, is a Chartered Accountant and a professional degree holder of the Association of Chartered Certified Accountants (“ACCA”). He is a member of the Malaysian Institute of Accountants (“MIA”) and a fellow member of the Association of Chartered Certified Accountants (“FCCA”). He is a Professional Member of the Institute of Internal Auditors Malaysia (“CMIIA”). He has more than 10 years of internal audit experience and more than 20 years’ experience in the accounting and audit industry.
In Year 2020, the AC had reviewed and was satisfied that the internal audit functions carried out by the Internal Auditors are in accordance with the International Standards for the Professional Practice of Internal Auditing.
Explanation for departure
:
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure :
Timeframe :
35 Intended Outcome
There is 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 respect to the business of the Company, its policies on governance, the environment and social responsibility.
Practice 11.1
The Board ensures there is effective, transparent and regular communication with its stakeholders.
Application : Applied
Explanation on application of the practice
: The Company’s Annual General Meeting (“AGM”) remains the principal forum for dialogue and communication with the shareholders. The shareholders are encouraged to attend the AGM and participate in the proceedings and take the opportunity to raise questions in relation to the results and operations of the Group’s business. The Board of Directors and management are available to respond to shareholders’ queries. Those shareholders who are unable to attend the AGM are allowed to appoint proxy(ies) to attend and vote on their behalf.
The Company is open to the shareholders to submit additional questions or further queries they might have after the AGM via post/e-mail (limit to market or price sensitive information), so that these queries can be responded within the stipulated time.
Besides direct communication, the Company also uses indirect communication, to disseminate material corporate information, financial performance and financial analysis through the Company’s official website at http://www.johoretin.com.my/investor to keep shareholders and other stakeholders well-informed on up-to-date information.
Explanation for departure
:
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure :
Timeframe :
36 Intended Outcome
There is 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 respect to the business of the Company, its policies on governance, the environment and social responsibility.
Practice 11.2
Large companies are encouraged to adopt integrated reporting based on a globally recognised framework.
Application : Departure
Explanation on application of the practice
:
Explanation for departure
: The Company is not a Large company as defined by the Malaysian Code on Corporate Governance.
The Board will consider adopting the integrated reporting should the benefits outweigh the cost of preparing this report.
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure :
Timeframe :
37 Intended Outcome
Shareholders are able to participate, engage the Board and senior management effectively and make informed voting decisions at General Meetings.
Practice 12.1
Notice for an Annual General Meeting should be given to the shareholders at least 28 days prior to the meeting.
Application : Applied
Explanation on application of the practice
: The Board is committed to the best practice of corporate governance and has given the notice of the forthcoming 20th Annual General Meeting 2021 to the shareholders at least 28 days prior to the meeting.
Explanation for departure
:
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure :
Timeframe :
38 Intended Outcome
Shareholders are able to participate, engage the Board and senior management effectively and make informed voting decisions at General Meetings.
Practice 12.2
All Directors attend General Meetings. The Chair of the Audit, Nominating, Risk Management and other Committees provide meaningful response to questions addressed to them.
Application : Applied
Explanation on application of the practice
: All Directors will be attending the forthcoming 20th Annual General Meeting to provide meaningful response to question addressed by the shareholders.
The Board is also inviting the Company’s Internal Auditors, Messrs.
Forreststone Corporate Advisory Sdn. Bhd. and External Auditors, Messrs.
Crowe Malaysia PLT to the Company’s AGM, should the questions require professional response and opinion.
Explanation for departure
:
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure :
Timeframe :
39 Intended Outcome
Shareholders are able to participate, engage the Board and senior management effectively and make informed voting decisions at General Meetings.
Practice 12.3
Listed companies with a large number of shareholders or which have meetings in remote locations should leverage technology to facilitate –
• including voting in absentie; and
• remote shareholders’ participation at General Meetings
Application : Applied
Explanation on application of the practice
:
Explanation for departure
: In view of the Movement Control Order (MCO) and Conditional MCO due to the Covid-19 pandemic, and in accordance to Government’s guideline on Conduct of General Meeting, the Company is mindful of the need to hold Full Virtual Meeting (‘FVM’) during this period.
Hence, the 15th Annual General Meeting of Johore Tin Berhad will be conducted entirely through live streaming from the broadcast venue at Tricor Conference Room, Level 30, Tower A, Vertical Business Suite Avenue 3, Bangsar South, No. 8 Jalan Kerinchi 59200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur on Friday, 26 June 2021 at 10.00 a.m.
The FVM will be carried out in the manner as guided by the Securities Commission Malaysia Guidance on the Conduct of General Meetings for Listed Issuers dated ... Pursuant to the SC Guidance and Section 327 (2) of the Companies Act, 2016, the Chairman shall be present at the broadcast venue and the shareholders shall not be physically present at the broadcast venue on the day of the AGM. However, shareholders shall register their attendance for the AGM remotely by using the Remote Participation and Voting (“RPV”) Facilities. The procedures for registration are set out in the Administrative Guide in page 157 of the Annual Report.
Shareholders who are unable to attend the remote General Meeting, may appoint their proxies to attend and vote on their behalf. The appointment of proxy(ies) can be made electronically via Share Registrars’ website, TIIH Online at https://tiih.online. This electronic voting option allows real time appointment of proxy(ies) without discerning those shareholders in remote locations and from other countries.
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure :
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