Brahim : Annual Report & CG Report

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	9474
COMPANY NAME	:	Brahim's Holdings Berhad
FINANCIAL YEAR	:	December 31, 2020

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 of Brahim's recognises the importance of practicing the high
application of the		standards of	Corporate Governance	throughout the	Group as a
	fundamental	part of discharging its	responsibilities to	protect and
practice
	enhance shareholders' value with corporate accountability and
		transparency. As such, the Board continues to affirm its commitment in
		adhering to the Principles and Best Practices set out in the Malaysian
		Code on Corporate Governance 2017 ("the Code"). Set out below is a
		description of how the Group has applied the Principles of the Code
		and how the Board has complied with the Best Practices set out in the
		Code throughout the financial year ended 31 December 2020.

An experienced and effective Board consisting of mainly non-Executive members with a wide range of skills and experience from financial and business background to lead and control the Group. The directors bring depth and diverse expertise to the leadership of the challenging and highly competitive inflight catering, restaurant operations, logistics and warehousing businesses. The Board continues to give close consideration to its size, composition, spread of experience and expertise. No individual or group of individuals dominates the Board's decision making. This is to ensure that issues of strategy, performance and resources are fully discussed and examined to take into account the long-term interests of stakeholders of the Company.

The Board owes the fiduciary duties to the Company and, while discharging its duties and responsibilities, shall individually and collectively exercise reasonable care, skill and diligence at all times.

The principal responsibilities of the Board of Directors of the Company are as follows:

• Approval of financial results
• Dividend policy
• Issuance of new securities
• Annual business plan
• Annual financial budget
• Acquisition or disposal of material fixed assets
• Acquisition or disposal of group companies

2

To ensure the effective discharge of its function and responsibilities, the

Board delegates some of the Board's authorities and discretion on the

Board Committees and Management.

The Board Members, in carrying out their duties and responsibilities, are firmly committed to ensuring that the highest standards of corporate governance and corporate conduct are adhered to, in order that the Company achieves strong financial performance for each financial year, and more importantly delivers long-term and sustainable value to stakeholders.

The Board Committees are entrusted with specific responsibilities to oversee the Company's affairs, in accordance with their respective Terms of References.

The Board additionally provides stewardship to the Group's strategic direction and operations, and ultimately the enhancement of long-term shareholder's value.

The Board is primarily responsible for:

• adopting and monitoring progress of the Company's strategies, budgets, plan and policies;
• overseeing the conduct of the Company's business to evaluate whether the business is being properly managed;
• considering management recommendations on key issues including acquisitions and divestments, restructuring, funding and significant capital expenditure;
• succession planning including appointing and reviewing the compensation of the top management;
• identifying principal risks and ensuring the implementation of appropriate systems to manage these risks; and
• reviewing the adequacy and integrity of the Company's internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines.
• should there be a vacancy in the Board, it is a guideline to replace and appoint a suitable and qualified candidate, within an acceptable time frame.

Explanation for	:
departure

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

Measure:

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 Executive Chairman, Dato' Seri Ibrahim bin Haji Ahmad is primarily
application of the		responsible for the orderly conduct and workings of the Board, and for
	the overall operations of the business and the implementation of Board
practice
	strategy and policy.
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 position of Executive Chairman and CEO are held by two different
application of the		individuals. The Chairman, Dato' Seri Ibrahim bin Haji Ahmad leads and
	manages the Boards by focusing on strategy, governance and
practice
	compliance whereas the acting CEO, Mohd Fadhli bin Abdul Rahman
		manages the business and operations of the company.
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