Corporate Governance Overview Statement The remuneration breakdown of individual Directors which includes fee, allowance, salary, bonus, benefits-in-kind and other emoluments for the financial year 2023 is set out in the table below: Company (‘000) Group (‘000) No Name Directorate *Fee Allowance Salary Bonus Benefits-inkind Other emoluments Total *Fee **Allowance Salary Bonus Benefits-inkind @Other emoluments Total 1 Chia Song Kun Executive Director 132 0 0 0 0 0 132 269.34 14 1,788.24 2,160.48 22.7 83.28 4,338.04 2 Chia Song Kooi Executive Director 108 0 0 0 0 0 108 251.34 1.6 1,218.40 2,067.28 22.7 56.10 3,617.42 3 Chia Seong Fatt Executive Director 84 0 0 0 0 0 84 222 0 871.65 1,152.19 28 40.60 2,314.44 4 Chia Mak Hooi Executive Director 84 0 0 0 0 0 84 114 0 692.64 807.51 25.49 96.78 1,736.42 5 Cheah Juw Teck Executive Director 84 0 0 0 0 0 84 137.34 12.8 727.27 1,894.78 28 190.16 2,990.35 6 Chia Lik Khai Executive Director 84 0 0 0 0 0 84 96 0 1,083.60 624.29 35.20 175.82 2,014.91 7 Chia Seong Pow^ Executive Director 36 0 0 0 0 0 36 126.14 1.6 890.67 802.53 20.52 41.49 1,882.95 8 Chia Song Swa^^ Executive Director 36 0 0 0 0 0 36 68.4 0 688.98 786.87 22.70 32.10 1,599.05 9 Low Teng Lum Independent Director 110 6 0 0 0 0 116 110 6 0 0 0 0 116 10 Datin Paduka Setia Dato’ Dr. Aini Binti Ideris Independent Director 90 5 0 0 0 0 95 90 5 0 0 0 0 95 11 Kow Poh Gek Independent Director 90 6 0 0 0 0 96 90 6 0 0 0 0 96 12 Chan Wai Yen, Millie Independent Director 90 6 0 0 0 0 96 90 6 0 0 0 0 96 13 Cynthia Toh Mei Lee Independent Director 90 5 0 0 0 0 95 90 5 0 0 0 0 95 14 Wee Beng Chuan Independent Director 90 6 0 0 0 0 96 90 6 0 0 0 0 96 15 Tan Ler Chin, Cindy Independent Director 90 5 0 0 0 0 95 90 5 0 0 0 0 95 Note: ^ Mr. Chia Seong Pow is the Alternate Director to Mr. Chia Seong Fatt. ^^ Mr. Chia Song Swa is the Alternate Director to Mr. Chia Mak Hooi. * Fee is the Directors’ fees and EXCO Members’ fees received from QL and its subsidiaries. ** Allowance includes meeting allowance and general allowance received from QL and its subsidiaries. # Benefits-in-kind include car, private mileage, petrol and driver received from QL and its subsidiaries. @ Other emoluments include Employees Provident Fund received from QL and its subsidiaries. Corporate Governance Overview Statement PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT I. Audit Committee Beginning of financial year 2023, the Audit Committee comprised seven Independent Non-Executive Directors and is chaired by Mr. Low Teng Lum, Senior Independent Non-Executive Director. In December 2022, there were changes to the composition of the Audit Committee:- 1. Low Teng Lum (Chairman) 2. Kow Poh Gek 3. Cynthia Toh Mei Lee 4. Wee Beng Chuan 5. Datin Paduka Setia Dato’ Dr. Aini Binti Ideris (Resigned on 1 December 2022) 6. Chan Wai Yen, Millie (Resigned on 1 December 2022) 7. Tan Ler Chin, Cindy (Resigned on 1 December 2022) In the annual assessment on the suitability, objectivity and independence of the external auditors, the Audit Committee is guided by the factors as prescribed under Paragraph 15.21 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad as well as obtaining declaration of independence from the external auditors. The roles and activities undertaken by the Audit Committee is available at page 103. II. Risk Management and Internal Control The Board acknowledges their responsibility in maintaining a sound system of internal control covering financial and operational controls, compliance and risk management to safeguard shareholders’ investments and the Group’s assets. An Enterprise Risk Management Framework (“ERM”) has been established by the Board to identify, evaluate and manage the principal risks faced by the Group. Management of the respective entities reviews its risk on an ongoing basis to ensure that risks are being identified, adequately mitigated and reported. On a periodic basis, the Board, through Risk Management Unit and Risk Management Committee monitors the risk management framework and internal control system, continually reassesses their effectiveness. Also put in place are internal control processes covering financial, operational and compliance which are being monitored and assessed from time to time. The Board understood that the design of the Group’s internal control system is meant to manage and minimise, rather than eliminate, the risk of failure to achieve its business objectives. As such, it can only provide reasonable and not absolute assurance against material misstatement or loss. The Statement on Risk Management and Internal Control provides an overview of the risk management and internal controls within the Group and further details can be found on pages 106 to 109 of the report. PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS I. Engagement with Stakeholders The Company recognises the importance of engaging and communicating with its shareholders and does this through the Annual Report, Annual General Meeting (“AGM”) and announcements via Bursa Malaysia Securities Berhad to enable comprehensive, timely and accurate disclosures to stakeholders. The Company has set up a website, https://ql.com.my/ to facilitate dialogue with its investors and shareholders with the intention of giving investors and shareholders a clear and complete picture of the Company’s performance and position, its policies on governance, the environment and social responsibilities. QL’s investor relations activities serve as an important communication channel with shareholders, investors, and the investment community, both in Malaysia and internationally. The activities allowed them to make informed decisions with respect to QL’s business, governance, environment and social responsibility. QL RESOURCES BERHAD INTEGRATED ANNUAL REPORT 2023 SEC. L E A D E R S H I P & G OVERNANCE 6 101 100 PG. PG.
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