CORPORATE GOVERNANCE REPORT
STOCK CODE | : | 3026 |
COMPANY NAME | : DUTCH LADY MILK INDUSTRIES BERHAD | |
FINANCIAL YEAR | : | December 31, 2022 |
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.
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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 plays an active role in the development of the Company's |
application of the | strategy. At each Board meeting, the Managing Director reports to the | |
practice | Board on various management issues such as the Company's business | |
performance, marketing strategies, commercial performance, risk | ||
management, sustainability initiatives and other matters of strategic | ||
importance and the Board reviews and deliberates on these matters. | ||
The Audit & Risk Committee and the Board also receives a | ||
comprehensive summary of the Company's financial performance from | ||
the Finance Director for each quarterly reporting period. In November | ||
2022, the Board together with Management deliberated on the | ||
financial budget for the financial year ending 31 December 2023 and | ||
the same was approved for implementation. | ||
Explanation for | : | |
departure | ||
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure:
Timeframe:
2
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 Chairperson ensures that the Company is guided by good corporate |
application of the | governance practices. She facilitates robust dialogue during Board | |
practice | meetings and draws out diverse perspective from the Board members. | |
She always encourages input and Board members are comfortable to | ||
challenge recommendations brought forth by Management. The | ||
Chairperson ensures that there is a good balance between the time | ||
allocated to governance matters and discussions on business | ||
performance and strategies during Board meetings. She also ensures | ||
that meetings focus on key issues and are not side tracked by | ||
unnecessary topics. | ||
In FY2022, to further enhance discussions between the Board members, | ||
the Chairperson has routinely held meetings with the Non-Executive | ||
Directors without the presence of Management, as well as meetings | ||
with the Directors who do not represent the major shareholder, Royal | ||
FrieslandCampina N.V. (RFC). This allows for a frank exchange of views | ||
amongst the non-executive directors where all non-executive directors | ||
can share their views on the issues discussed at the Board meetings and | ||
align on guidance that they wish to share with Management. | ||
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 1.3
The positions of Chairman and CEO are held by different individuals.
Application | : | Applied |
Explanation on | : | The roles of the Chairperson and the Managing Director are separate |
application of the | and there is a clear division of responsibilities between them. The | |
practice | Managing Director is an appointee of the major shareholder and heads | |
the Management Team. She is primarily responsible for the day-to-day | ||
management of the business and operations of the Company. The | ||
Chairperson is an independent director who has never assumed an | ||
executive position in 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:
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 1.4
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 | : | The Chairperson is not a member of any of the Board committees and |
application of the | does not attend or otherwise participate in any of the committee | |
practice | meetings. | |
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
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Disclaimer
Dutch Lady Milk Industries Bhd published this content on 14 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2023 07:47:03 UTC.