Deleum Berhad : CG REPORT 2021

CORPORATE GOVERNANCE REPORT

STOCK CODE	:	5132
COMPANY NAME	:	DELEUM BERHAD
FINANCIAL YEAR	:	December 31, 2021
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.

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 application of the practice :	The Board establishes the vision and strategic objectives of the Group, directs the Company's strategic planning, financial, operational and resource management, key policies, risk assessment and management and provides effective oversight of Management and stewardship of the Group's resources towards realising the vision of the Group. In preparing the strategies and budget for the Group for 2022, a pre-budget meeting was held in October 2021 for the Board, the Group Chief Executive Officer and Key Senior Management to discourse on the business strategies and plans for 2022 and beyond, focusing on business plans and budget for 2022 within the Group's risk tolerance levels amidst the challenging operating and trading environment. On 30 November 2021, the Board approved the Strategic Plan and Budget for 2022 of the Group. Details of the Board's leadership's role and responsibilities are disclosed in the Corporate Governance (CG) Overview Statement on pages 44 to 59 of the Annual Report.
Explanation for departure :
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
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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 application of the practice :	The Chairman is appointed by the Board to preside over meetings of Directors and to ensure the smooth functioning of the Board in the interest of good corporate governance. He encourages positive contributions of all Directors at Board meetings and promotes an environment for open, robust and effective debate between all Board members and allows for constructive and dissenting views to be freely expressed. He is primarily responsible for the orderly conduct and effective working of the Board, and acts as a liaison between the Board and Management.
Explanation for departure :
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
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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 application of the practice :▪ ▪ ▪ ▪	Dato' Izham bin Mahmud is the Non-Independent Non-Executive Chairman who is the co-founder of the Company together with the Non-Independent Non-Executive Deputy Chairman, Datuk Vivekananthan a/l M.V. Nathan. Mr Ramanrao bin Abdullah is the Group Chief Executive Officer of the Company. Their roles are separate and there is a clear division of responsibilities as defined in the Board Charter ensuring a balance of power and authority and further enhancing the independence of the Board.
Explanation for departure :
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure :
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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 application of the practice :	The Chairman of the board is not a member of the Audit Committee, Joint Remuneration and Nomination Committee and Board Risk Committee of the Company. During the year, the Chairman has resigned as a member of the Joint Nomination and Remuneration Committee on 25 August 2021 in compliance with Practice 1.4 of the MCCG.
Explanation for departure :
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
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