Opcom Berhad : CORPORATE GOVERNANCE OVERVIEW STATEMENT

CORPORATE GOVERNANCE

OVERVIEW STATEMENT

The Board of Directors ("Board") of OPCOM HOLDINGS BERHAD ("OPCOM" or "the Company") and its subsidiaries ("OPCOM Group") recognises the importance of good corporate governance and fully supports the principles and best practices as stipulated in the Malaysian Code of Corporate Governance ("MCCG") to enhance business prosperity and maximise shareholders' value. The Board will continuously evaluate OPCOM Group's corporate governance practices and procedures and where appropriate will adopt and implement the best practices as enshrined in MCCG to the best interest of the shareholders of the Company.

Below are an overview statement and description in general on how the OPCOM Group has applied the principles and complied with the best practice provisions as laid out in MCCG throughout the financial year ended 31 March 2022 pursuant to Rule 15.25 of ACE Market Listing Requirements ("AMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities"). The Board has also provided specific disclosures on the application of the practices in its Corporate Governance Report ("CG Report") which could be obtained from the Company's website at XXXPQDPNDPNNZ. Shareholders are advised to read this overview statement together with the CG Report.

PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS

1. BOARD RESPONSIBILITIES

1.1 Clear Roles and Responsibilities

The Board is responsible for the OPCOM Company's overall strategic direction and objectives, its acquisition and divestment policies, financial policy, major investments and the consideration of significant financial matters. The Board's spectrum of skills and experience gives added strength to the leadership, thus ensuring OPCOM Group is under the guidance of an accountable and competent Board.

The Board delegates certain responsibilities to the Board Committees, all of which operate within the defined terms of reference to assist the Board in discharging its fiduciary duties and responsibilities. The Board Committees include the Audit Committee ("AC"), Nominating and Remuneration Committee "("NRC") and Tender Committee. The respective committees report to the Board on matters considered and their recommendation thereon for decision-making and approval.

There is a clear division of responsibilities between the Chairman and Executive Director. The Chairman holds a Non-Executive position and is primarily responsible for matters pertaining to the Board and the overall conduct of the Board. The Executive Director is responsible for the development of the corporate goals and objectives and the setting of strategies to achieve them.

The Executive Director is supported by a core team of senior management who manage OPCOM Group's various business activities on a day-to-day basis. The management leadership team executes and implements the policies and strategies approved by the Board in compliance with the corporate governance, risk management and internal control framework of OPCOM Group.

OPCOM Group has a well-structured and process-oriented communications framework to keep the Board and its committees informed of the OPCOM Group's business activities continuously. Business workgroup activities are reported and measured against agreed KPIs of the OPCOM Group's yearly business plan monthly. The OPCOM Group's financial and operational performance is reviewed by the various relevant committees of the Board quarterly (or as and when required). The Board meets with the management team at least once every quarter to review the OPCOM Group's business activities, including important issues relating to business goals and objectives and internal controls.

The Board operates within a robust set of governance as set out below:

The Board has formally adopted a Board Charter, which guides the Board in fulfillment of its roles, duties and responsibilities which are in line with the principles of good corporate governance. The Board Charter guides Directors and management on the responsibilities of the Board, its Committees and the requirements of Directors and it is subject to periodical review to ensure consistency with the Board's strategic intent as well as relevant standards of corporate governance.

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CORPORATE GOVERNANCE

OVERVIEW STATEMENT

Cont'd

PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D)

1. BOARD RESPONSIBILITIES (CONT'D)

1.1 Clear Roles and Responsibilities (Cont'd)

The Board is also committed to conducting business per the highest standards of business ethics and complying with applicable laws, rules and regulations. The Code of Conduct of the Board guides Directors regarding ethical and behavioural considerations and/or actions as they address their duties and obligation during their appointment. In ensuring that the direction and control of the Company are in the hand of the Board, a formal Schedule of Reserved matters has been implemented, to guide and reserved matters specifically to the Board for decision making. The Schedule of Reserved matters is provided to Directors upon appointment and it is kept up to date.

The Board has established the Whistleblowing Policy and Procedures in enabling the stakeholders to report on any suspected and/or known misconduct, wrongdoings, corruption, fraud and possible improprieties in financial reporting.

The Board has also established its Anti-Bribery and Corruption ("ABC") Policy which outlines the relevant guiding principles and mitigating controls to ensure compliance with Section 17A of the Malaysian Anti-Corruption Commission Act 2009.

The Board has adopted the Directors' Fit and Proper Policy for the appointment and re-election of Directors of OPCOM and OPCOM Group. This policy will enhance the governance of OPCOM Group in relation to the Board's quality and integrity, as well as ensure that each of its directors has the character, experience, integrity, competence, time and commitment to effectively discharge his/her role as a Director.

The NRC shall conduct the fit and proper assessment prior to the appointment of any candidates as a Director or making a recommendation for the re-election of an existing Director of the Company and OPCOM Group.

The Board Charter, Code of Conduct, Whistleblowing Policy and Procedures, ABC Policy, Directors' Fit and Proper Policy and the Schedule of Reserved Matters of the Board are made available for reference on the Company's website, XXXPQDPNDPNNZ.

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Presently, the Board is assisted by two (2) qualified Company Secretaries who are members of the Malaysian Institute of Chartered Secretaries and Administrators. The Company Secretaries support the Board in carrying out its fiduciary duties and stewardship role and play an advisory role to the Board, particularly with regard to compliance with regulatory requirements, corporate disclosure and governance related issues. All Directors have unrestricted access to the advice and services of the company secretaries.

The appointment and removal of the Company Secretaries of the Board and Board Committees shall be the prerogative of the Board as a whole.

2. BOARD COMPOSITION

2.1 Composition and Balance of the Board

The Board consists of five (5) members, comprising one (1) Executive Director, three (3) Independent Non-Executive Directors and one (1) Non-IndependentNon-Executive Director. Thus, this complies with Rule 15.02 of the AMLR that requires one-third (1/3) of the Board is made up of Independent Directors.

CORPORATE GOVERNANCE

OVERVIEW STATEMENT

Cont'd

PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D)

2. BOARD COMPOSITION (CONT'D)

2.1 Composition and Balance of the Board (Cont'd) The current board composition is illustrated as below:

60-69 Years	40-49 Years	Others	Malay	Female
40%	20%	20%	20%
40%

Age	Ethnic	Gender
Diversity	Diversity	Diversity

Male 80%

50-59 Years	Chinese
20%	60%

The Directors have wide-ranging experience and all have occupied or are currently occupying senior positions in the public and/or private sectors. A brief profile of each Board member is as set out on pages 20 to 22 of this Annual Report. The presence of Independent Directors fulfils a pivotal role in corporate accountability and the role of the Independent Directors is particularly important as they provide unbiased and independent views, advice and judgement.

2.2 Independent Directors

Criteria have been set to assess the independence of candidate for Directors and existing Directors based on the guidelines set out in the AMLR. On an annual basis, the Directors are required to confirm their independence by completing the independence checklist.

The Company adopts the best practices under the MCCG where the tenure of an independent director does not exceed a term limit of nine (9) years. Upon completion of the nine (9) years, an independent director may continue to serve on the Board as a non-independent director.

If the Board intends to retain an independent director beyond nine (9) years, it should provide justification and seek annual shareholders' approval through a two-tier voting process.

The NRC had undertaken a review and assessment of the level of independence of the Independent Directors of the Board and based on the assessment, the Board is generally satisfied with the level of independence demonstrated by the Independent Directors, i.e. they are independent of management and free from any business dealing or other relationship with the OPCOM Group that could reasonably be perceived to materially interfere with their exercise of unfettered and independent judgement.

The Board commits to increase the representation of women and people from cultural and linguistically diverse backgrounds. In addition, the Board supports broad diversity principles across the full range of diversified groups of people. The OPCOM Group is committed to create a supportive, flexible and fair work environment where difference among employees is respected. The aim is to provide a workplace that is free from all forms of discrimination and harassment and where all employees are given equal opportunities.

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OPCOM HOLDINGS BERHAD Registration No. 199401036979 (322661-W)

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CORPORATE GOVERNANCE

OVERVIEW STATEMENT

Cont'd

PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D)

2. BOARD COMPOSITION (CONT'D)

2.3 Directors' Remuneration

Nominating and Remuneration Committee

NRC is responsible for the annual review of the required mix of skills and experience and core competency which Non-Executive Directors should bring to the Board and the annual assessment of the effectiveness of the Board as a whole, the Board Committees, the performance of each existing Director and its Independent Directors. Under the AMLR, the NRC is also responsible to review the term of office of the AC and the performance of the AC and each of its members annually.

Each Director evaluates the performance of the Board as a whole by way of a self-assessment questionnaire by individual Board members and the evaluation process is led by the NRC Chairman and supported by the Company Secretaries and Corporate Services Workgroup.

The NRC Report is as set out on pages 40 to 42 of this Annual Report, which outlines the NRC's membership, its responsibilities and a summary of activities carried out during the year.

During the financial year under review, the NRC reviewed to ensure the effective functioning of the Board in light of the vacancies created by the following by bringing new experience, knowledge and skills to the Board to meet the current and future needs of the Company and of the OPCOM Group:-

1. Dato' Mohamed Sharil Bin Mohamed Tarmizi resigned on 26 April 2021;
2. Chan Bee Lean (f) resigned on 16 November 2021; and
3. Sven Janne Sjödén resigned on 16 November 2021

The aggregate remuneration of the Directors (including benefits-in-kind) for the financial year ended 31 March 2022 is as follows:-

	Company	Group
	Directors'		Directors'
	Fee	Allowances	Fee	Salary
Directors	(RM)	(RM)	(RM)	(RM)
Dato' Mazlin Bin MD Junid	16,600	21,000	-	-
"QQPJOUFEXFG+VMZ
Ong Soon Lim	16,600	7,500	19,500	172,882
"QQPJOUFEXFG+VMZ
Teh Li King	24,000	10,500	-	-
Magnus Kreuger	24,000	25,000	-	-
Lim Kim Lee (f)	8,933	10,500	-	-
"QQPJOUFEXFG/PWFNCFS
Dato' Mohamed Sharil Bin Mohamed Tarmizi	1,733	2,000	-	-
3FTJHOFEXFG"QSJM
Sven Janne Sjödén	15,067	6,000	-	-
3FTJHOFEXFG/PWFNCFS
Chan Bee Lean	15,067	12,500	-	-
3FTJHOFEXFG/PWFNCFS

The determination of the remuneration of the Non-Executive Directors will be a matter to be determined by the Board as a whole on the recommendation of the NRC. Non-Executive Directors receive fixed annual fees and allowances for attending Board and Board Committee meetings.

CORPORATE GOVERNANCE

OVERVIEW STATEMENT

Cont'd

PRINCIPLE A - BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D)

2. BOARD COMPOSITION (CONT'D)

2.3 Directors' Remuneration (Cont'd)

Nominating and Remuneration Committee (Cont'd)

The Board has established a policy and procedure to facilitate the NRC to review, consider and recommend to the Board for a decision on the remuneration package of the Executive Directors and senior management and is to be reviewed by the Board as required. The remuneration policy is made available for reference on the Company's website, XXXPQDPNDPNNZ.

Remuneration of Senior Managements

The total remuneration received by senior management of the Group including salary, bonus, benefits in- kind and other emoluments in bands of RM50,000, in respect of the financial year ended 31 March 2022, is tabulated below:-

RANGE OF REMUNERATION	NUMBER OF SENIOR MANAGEMENTS
Below RM50,000	-
RM50,001 - RM100,000	1
RM100,001 - RM150,000	1
RM150,001 - RM200,000	-
RM200,001 - RM250,000	2
RM250,001 - RM300,000	-
RM300,001 - RM350,000	-
RM350,001 - RM400,000	1

3. BOARD EFFECTIVENESS

3.1 Supply of and Access to Information and Advice

The Board has a formal schedule of matters reserved specifically for its decision. The Directors have full and timely access to all information pertaining to the OPCOM Group's business and affairs, whether as a full Board or in their individual capacity, to enable them to discharge their duties. Prior to the Board meetings, the agenda for each meeting together with a full set of Board papers containing information relevant to the business of the meetings are circulated to the Directors. This allows sufficient time for any of the Board members to obtain further explanations or clarifications as may be needed from senior management and/or the Company Secretaries or to consult independent advisers before the meetings.

Senior management personnel is invited to attend Board meetings to report on their areas of responsibility, when necessary, to furnish the Board with detailed explanations and clarifications on issues that are tabled and/or raised at the Board meetings. External advisers may be invited to attend Board meetings at the expense of the Company when necessary.

At all times, all members of the Board have direct and unrestricted access to the senior management and the Company Secretaries of the Company for information relating to the business and affairs of the OPCOM Group.

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OPCOM HOLDINGS BERHAD Registration No. 199401036979 (322661-W)