CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board of Directors (“The Board”) of QL Resources Berhad is pleased to present the Corporate Governance (“CG”) Overview Statement, providing stakeholders with a fair, meaningful and useful disclosure of the Company’s CG practices during the financial year ended 31 March 2023 (FY2023). This overview takes guidance from the three key principles set out in the Malaysian Code on Corporate Governance 2021 (“MCCG”). To ensure the Company continues to adopt the best CG practices, the Board reviews its practices annually with reference to the MCCG. The latest review was conducted in July 2023. In our effort to attain good governance standards, the Board conducted a Gap Analysis Report on the departures and identified plans to remedy them. As at 31 March 2023, the Company applied 43 out of the total of 48 recommended MCCG practices. Explanations on departures are disclosed in the CG Report. This statement is to be read together with the Company’s CG Report. The Company’s detailed application of each practice is disclosed therein and is available on QL’s website: https://ql.com.my/corporate-governance/. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS I. Board Responsibilities The Board is responsible for formulating and reviewing the Group’s strategic plans and key policies, and charting the course of the Group’s business operations whilst providing effective oversight of Management’s performance, risk assessment and controls over business operations. The Board is responsible for determining the nature and extent of the principal risks it is willing to take in achieving its strategic objectives. The Board ensures that the strategic direction is aligned with QL’s vision and mission statements, balancing between shortterm objectives, long-term growth and sustainable value creation for customers, investors and wider stakeholders. The Board actively incorporates environmental, social and governance (ESG) considerations into QL’s strategy, governance and decision making to address ESG risks and opportunities. To ensure orderly and effective discharge of its functions and responsibilities, the Board delegates specific responsibilities to relevant Board Committees, Executive Chairman and the Group Managing Director (“GMD”), all of which have their terms of reference to govern their respective scopes and responsibilities. Members of the Board and Board Committees have discharged their roles and responsibilities in FY2023 through their attendance at various Board of Directors and Committee meetings. This is disclosed in the table below:- Board of Directors Audit Committee Risk Management Committee Nominating Committee Remuneration Committee Non-Independent Executive Director Dr. Chia Song Kun[1] (Executive Chairman) 6/6 - 3/3 - - Chia Song Kooi (Group Managing Director) 6/6 - 4/4 - - Chia Seong Fatt[2] 6/6 - 1/1 - - Chia Mak Hooi 6/6 - - - - Cheah Juw Teck[3] 5/6[12] - 1/1 - - Chia Lik Khai[4] 6/6 - 1/1 - - Corporate Governance Overview Statement Board of Directors Audit Committee Risk Management Committee Nominating Committee Remuneration Committee Alternate Director Chia Seong Pow 6/6 - - - - Chia Song Swa 4/6 [13] - - - - Independent Non-Executive Director Low Teng Lum[5] 6/6 5/5 4/4 4/4 3/3 Datin Paduka Setia Dato’ Dr. Aini Binti Ideris[6] 6/6 4/4 4/4 - 1/1 Kow Poh Gek[7] 6/6 5/5 3/3 3/3 4/4 Chan Wai Yen, Millie[8] 6/6 4/4 4/4 - 1/1 Cynthia Toh Mei Lee[9] 6/6 5/5 3/3 1/1 - Wee Beng Chuan[10] 6/6 5/5 4/4 3/3 3/3 Tan Ler Chin, Cindy[11] 6/6 4/4 4/4 1/1 - Notes: [1] to [11] Board Committees restructuring in December 2022. [12] He could not attend one of the meetings due to prior arrangement. [13] He could not attend two of the meetings due to medical reason. The positions of Chairman and GMD are held by different individuals with clear division of responsibilities to ensure accountability and a balance of authority and power. Their roles and responsibilities are defined in QL’s Board Charter. It also sets out the roles and responsibilities of the Board, the Individual Directors as well as the Senior Independent Director. In August 2021, the Board reviewed and approved amendments to the Board Charter to be in line with the additional recommendation revised in the MCCG 2021. Further details pertaining to the Board Charter and Code of Conduct are set out in the CG Report and are available on the Company’s website. The Directors have ready and unrestricted access to the advice and services of the Company Secretary to enable them to discharge their duty effectively. The Company Secretary is qualified to act under the Companies Act 2016. II. Board Composition The Nominating Committee comprises three Independent Non-Executive Directors. During the financial year, there were changes to the composition of the Nominating Committee:- 1. Low Teng Lum (Chairman) 2. Kow Poh Gek (Resigned on 1 December 2022) 3. Wee Beng Chuan (Resigned on 1 December 2022) 4. Cynthia Toh Mei Lee (Appointed on 1 December 2022) 5. Tan Ler Chin, Cindy (Appointed on 1 December 2022) The Committee conducts an annual review of its size and composition, mix of skills, experience, assessment of Independent Directors, succession plans, and boardroom diversity; oversees training courses for Directors and other requisite qualities of Directors, as well as the annual assessment of the effectiveness of the Board as a whole, its Committees and the performance, commitment, ability and contribution of each individual Director. The Board of QL comprises 39% female representation. The diversity relating to age is available in the Sustainability Statement. QL RESOURCES BERHAD INTEGRATED ANNUAL REPORT 2023 SEC. L E A D E R S H I P & G OVERNANCE 6 095 094 PG. PG.
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