Governance

TAN SRI (SIR) FRANCIS YEOH SOCK PING

Malaysian, male, aged 69, was appointed to the Board on 6 April 1984 as an Executive Director and was the Managing Director of the Company from April 1988 till 29 June 2018 when he was redesignated as Executive Chairman. Tan Sri Francis studied at Kingston University in the United Kingdom, where he obtained a Bachelor of Science (Hons) Degree in Civil Engineering and was conferred an Honorary Doctorate of Engineering in 2004. In July 2014, Tan Sri Francis was conferred an Honorary Degree of Doctor of Laws by University of Nottingham. He was appointed the Managing Director of YTL Corporation Berhad Group in 1988 which, under his stewardship, has grown from a single listed company into a global integrated infrastructure developer, encompassing multiple listed entities ie. YTL Corporation Berhad, YTL Power International Berhad, YTL Hospitality REIT, Malayan Cement Berhad and Starhill Global Real Estate Investment Trust.

He was the Managing Director of YTL Power International Berhad, and YTL Land & Development Berhad until 29 June 2018 when he was redesignated as Executive Chairman of these companies. He is also the Executive Chairman of Malayan Cement Berhad, which is listed on the Main Market of Bursa Malaysia Securities Berhad. He is the Executive Chairman and Managing Director of YTL e-Solutions Berhad and also a director of YTL Industries Berhad. He is also the Chairman of YTL Starhill Global REIT Management Limited, the manager of Starhill Global Real Estate Investment Trust, a vehicle listed on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST). Tan Sri Francis is the Executive Chairman of YTL Cement Berhad and Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT. He is the Chairman of private utilities corporations, Wessex Water Services Limited in England and Wales, and YTL PowerSeraya Pte Limited in Singapore. Tan Sri Francis served as an Independent Non-Executive Director of The Hong Kong and Shanghai Banking Corporation Limited for a period of 10 years from July 2012 to June 2022. He sits on the board of trustees of YTL Foundation.

He is a Founding Member of the Malaysian Business Council and The Capital Markets Advisory Council, member of The Nature Conservancy Asia Pacific Council and Global Council member of the Asia Society. He is the first non-Italian board member of the historic Rome Opera House and helped fund its restoration to keep it from closing. He served as a member of the Barclays Asia-Pacific Advisory Committee from 2005 to 2012. Tan Sri Francis was made a board member of Global Child Forum by His Majesty King Carl XVI Gustaf in May 2016.

He was ranked by both Fortune and Businessweek magazines as Asia's 25 Most Powerful and Influential Business Personalities and one of Asia's Top Executives by Asiamoney. He won the inaugural Ernst & Young's Master Entrepreneur in Malaysia in 2002 and was named as Malaysia's CEO of the Year by CNBC Asia Pacific in 2005.

In 2006, he was awarded the Commander of the Most Excellent Order of the British Empire (CBE) by Her Majesty Queen Elizabeth II, and in 2019, received the Knight Commander of the Order of the British Empire (KBE). Tan Sri Francis received a prestigious professional accolade when made a Fellow of the Institute of Civil Engineers in London in 2008. He was the Primus Inter Pares Honouree of the 2010 Oslo Business for Peace Award, for his advocacy of socially responsible business ethics and practices. The Award was conferred by a panel of Nobel Laureates in Oslo, home of the Nobel Peace Prize. He also received the Corporate Social Responsibility Award at CNBC's 9th Asia Business Leaders Awards 2010. He received the Lifetime Achievement Award for Leadership in Regulated Industries at the 7th World Chinese Economic Summit held in London in 2015. He was also awarded the prestigious Muhammad Ali Celebrity Fight Night Award at the 2016 Celebrity Fight Night in Arizona. In 2017, he was honoured with the Kuala Lumpur Mayor's Award for Outstanding Contribution at the Kuala Lumpur Mayor Tourism Awards. This was in recognition of his efforts in the transformation of Kuala Lumpur into one of the top shopping and tourist destinations in the world. He was named CEO of the Year at the Asian Power Awards in 2017. The Japanese Government bestowed upon him the Order of the Rising Sun, Gold Rays with Rosette, in 2018 and in the same year the Italian government conferred upon him the honour of Grande Officiale of the Order of the Star of Italy. In 2022, he was awarded the PropertyGuru Real Estate Personality of the Year for Malaysia. The award is given to individuals who have made a significant impact in the Asian real estate sector.

DATO' YEOH SEOK KIAN

Malaysian, male, aged 66, was appointed to the Board on 24 June 1984 as an Executive Director. He was the Deputy Managing Director of the Company till 29 June 2018 when he was redesignated as Managing Director of the Company. He graduated from Heriot-Watt University, Edinburgh, United Kingdom in 1981 with a Bachelor of Science (Hons) Degree in Building and was conferred an Honorary Degree of Doctor of the University in 2017. He attended the Advance Management Programme conducted by Wharton Business School, University of Pennsylvania in 1984. Dato' Yeoh is a Fellow of the Faculty of Building, United Kingdom as well as a Member of the Chartered Institute of Building (UK). He served as Deputy Managing Director of YTL Power International Berhad, which is listed on Main Market of Bursa Malaysia Securities Berhad, and Executive Director of YTL Land & Development Berhad until 29 June 2018 when he was redesignated as Managing Director of YTL Land & Development Berhad and Executive Director of YTL Power International Berhad. He is also an Executive Director of Malayan Cement Berhad, which is listed on the Main Market of Bursa Malaysia Securities Berhad and Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT. Dato’ Yeoh Seok Kian also serves on the boards of other public companies such as YTL Cement Berhad, YTL Industries Berhad, Sentul Raya Golf Club Berhad and The Kuala Lumpur Performing Arts Centre, and private utilities corporations, Wessex Water Limited in England and Wales, YTL PowerSeraya Pte Limited in Singapore, as well as YTL Starhill Global REIT Management Limited, the manager of Starhill Global Real Estate Investment Trust, a vehicle listed on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST).

DATO' YEOH SOO MIN

Malaysian, female, aged 67, has been appointed to the Board on 24 June 1984 as an Executive Director. She graduated with a Bachelor of Art (Hons) Degree in Accounting. She did her Articleship at Leigh Carr and Partners, London and gained vast experience in accounting and management. She was responsible for the setting up of the Travel and Accounting Division of the YTL Group in December 1990. Dato' Yeoh Soo Min is currently responsible for the accounting and finance systems for the YTL Group. She is an executive director of YTL Power International Berhad, a company listed on the Main Market of Bursa Malaysia Securities Berhad and YTL Industries Berhad. She was appointed to the Board of Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT on 13 December 2022. She also sits on the board of trustees of YTL Foundation.

She is a member of The Court Of Emeritus Fellows of the Malaysian Institute of Management and Life Member of the Women's Institute of Management, Malaysia. Dato’ Yeoh Soo Min sits on the board of trustees of Asia School of Business Trust Fund. She is currently an Honorary Fellow of the Governors of International Students House, London, and Sir Thomas Pope, Trinity College, University of Oxford, UK, and member of the Vice-Chancellor's Circle of University of Oxford, UK. She is also a Trustee of Yayasan Tuanku Fauziah and IJN Foundation.

DATO' SERI YEOH SEOK HONG

Malaysian, male, aged 64, was appointed to the Board on 19 June 1985 as an Executive Director. He serves as Managing Director of YTL Power International Berhad and Executive Director of Malayan Cement Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad. He obtained his Bachelor of Engineering (Hons) Civil & Structural Engineering Degree from the University of Bradford, United Kingdom in 1982. He is a member of the Faculty of Building, United Kingdom and a Fellow of the Chartered of Institute of Building (CIOB), United Kingdom. In 2010, he was conferred an Honorary Doctor of Science degree by Aston University in the United Kingdom. Dato’ Seri Yeoh Seok Hong has vast experience in the construction industry and serves as the Managing Director of Syarikat Pembenaan Yeoh Tiong Lay Sdn Bhd, the YTL Group's flagship construction arm.

Dato' Seri Yeoh Seok Hong is responsible for developing the power and utility businesses of the YTL Power International Berhad Group which include the development of a new data centre campus powered by a solar power generation facility. He also serves as the Managing Director of YTL Communications Sdn Bhd where he was responsible for the building of the fourth generation (4G) network and which, in 2021, became the first telco in Malaysia to offer 5G services. Dato' Seri Yeoh Seok Hong sits on the boards of other public companies such as YTL Cement Berhad, YTL Land & Development Berhad and YTL Industries Berhad and Sea Capital Services Berhad, and private utilities corporations, Wessex Water Limited and Wessex Water Services Limited in England and Wales and YTL PowerSeraya Pte Limited in Singapore. He also sits on the board of trustees of YTL Foundation, the philanthropic arm of the YTL Group.

DATO' SRI MICHAEL YEOH SOCK SIONG

Malaysian, male, aged 63, was appointed to the Board on 19 June 1985 as an Executive Director. He graduated from University of Bradford, United Kingdom in 1983 with a Bachelor of Engineering (Hons) Civil & Structural Engineering Degree. Dato’ Sri Michael Yeoh is primarily responsible for the YTL Group Manufacturing Division which activities involve cement manufacturing and other building material industries. He serves as Managing Director of Malayan Cement Berhad and Executive Director of YTL Power International Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad and Managing Director of YTL Cement Berhad. He also serves on the boards of public companies such as YTL Land & Development Berhad, YTL e-Solutions Berhad, YTL Industries Berhad and a private utilities corporation, YTL PowerSeraya Pte Limited in Singapore.

He sits on the board of Global Cement and Concrete Association (GCCA) since 14 October 2021. He was a director of The World Cement Association from 22 January 2020 to 22 October 2021.

DATO' YEOH SOO KENG

Malaysian, female, aged 60, was appointed to the Board on 16 May 1996 as an Executive Director. She started her career with the group in 1986 as an engineer upon her graduation from Leeds University, United Kingdom with Bachelor of Science (Hons) in Civil Engineering. She has held key executive positions in numerous industries and sectors in which the group has presence. She led numerous construction and infrastructure projects of strategic and national significance. She headed the group's procurement division and later headed the sales and marketing division of YTL Cement Berhad when the group entered the industry in 1992. She was subsequently appointed the director of sales and marketing for the group's mobile communications division in 2012.

She serves on the boards of YTL Power International Berhad and Malayan Cement Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad, YTL e-Solutions Berhad and YTL Cement Berhad. She is the President of the ASEAN Federation of Cement Manufacturers (AFCM).

She is actively involved in various community work at national and international levels. She serves on the board of YTL Foundation, and is the President of the Girl Guides Association Malaysia, Federal Territory of Kuala Lumpur Branch. She was elected as Chief Commissioner of the Girl Guides Association Malaysia in June 2023. She sits on the EXCO of the Girl Guides Association Malaysia. She sits on the boards of the World Scout Foundation (WSF) where she chairs the Global Network Committee. She also represents the WSF on the Finance Committee of the World Organisation of the Scout Movement (WOSM).

DATO' MARK YEOH SEOK KAH

Malaysian, male, aged 58, was appointed to the Board on 22 June 1995 as an Executive Director. He graduated from King's College, University of London, with an LLB (Hons) and was subsequently called to the Bar at Gray's Inn, London in 1988. He was awarded Fellowship of King's College London in July 2014.

Dato' Mark Yeoh joined YTL Group in 1989 and is presently the Executive Director responsible for the YTL Hotels and Resorts Division. He is also an Executive Director and Chief Executive Officer of Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT. He serves as an Executive Director of YTL Power International Berhad, which is listed on the Main Market of Bursa Malaysia Securities Berhad. In addition, he is also part of YTL Power's Mergers & Acquisitions Team and was involved in the acquisition of ElectraNet SA (Australia), Wessex Water Limited (UK), P.T. Jawa Power (Indonesia) and PowerSeraya Limited (Singapore). He is also a board member of YTL Land & Development Berhad, YTL Cement Berhad and private utilities corporations, Wessex Water Limited and Wessex Water Services Limited in England and Wales, and YTL PowerSeraya Pte Limited in Singapore.

SYED ABDULLAH BIN SYED ABD. KADIR

Malaysian, male, aged 69, was appointed to the Board on 20 October 1999 as an Executive Director. He graduated from the University of Birmingham in 1977 with a Bachelor of Science (Engineering Production) and a Bachelor of Commerce (Economics) Double Degree. He has extensive experience in banking and financial services, having been with Bumiputra Merchant Bankers Berhad from 1984 to 1994, holding the position of general manager immediately prior to his departure from the bank. Prior to joining YTL Corporation Berhad Group, he was, from November 1994 to February 1996, the general manager of Amanah Capital Partners Berhad (now known as MIDF Amanah Capital Berhad), a company which has interests in, inter alia, discount, money broking, unit trusts, finance and fund management operations. He currently also serves on the boards of YTL Power International Berhad which is listed on the Main Market of Bursa Malaysia Securities Berhad and YTL e-Solutions Berhad.

RAJA NOORMA BINTI RAJA OTHMAN

Malaysian, female, aged 65, was appointed to the Board on 5 September 2019 as an Independent Non-Executive Director. She is a member of the Nominating Committee and Remuneration Committee. She was appointed as a member of the Audit Committee on 30 November 2023. She holds a Bachelor of Business Administration degree from Ohio University, United States of America under a twinning program with MARA Institute of Technology and was the best student in her cohort. She attended the Global Leadership Development Program at Harvard Business School in 2008 organised by International Centre for Leadership in Finance (ICLIF) Malaysia. She is a member of the Malaysian Institute of Accountants.

Puan Raja Noorma Othman has more than 30 years of experience in banking, asset management and the corporate sector. Prior to her retirement in December 2018, she was the Head of London Branch of CIMB Bank Berhad from years 2015 to 2018. She was a Director of Group Asset Management ("GAM") in CIMB Investment Bank Berhad ("CIMB IB") from years 2007 to 2015 overseeing the entire Asset Management businesses of CIMB Group. During her term as Director of GAM in CIMB IB, she was also the Chief Executive Officer of CIMB-Mapletree Management Sdn Bhd, an adviser to a privately held real estate fund.

Prior to joining CIMB Group, she was the Vice-President of Investment Banking at JP Morgan, a position she held for over 5 years. She was attached to JP Morgan's offices in Hong Kong, Singapore and Malaysia as industry and client coverage banker.

She served Telekom Malaysia Berhad, a public listed corporation for about 10 years where the last position held was Head of Corporate Finance. While in Telekom Malaysia, she was a board member of several of their overseas ventures.

Puan Raja Noorma Othman currently holds directorships in Hong Leong Financial Group Berhad, listed on the Main Market of Bursa Malaysia Securities Berhad. She also sits on the board of other public corporations namely Hong Leong Investment Bank Berhad, As-Salihin Trustee Berhad and Ncell Axiata Limited. She is an Independent Investment Committee Member of Mapletree Australia Commercial Private Trust (MASCOT), a private equity real estate fund which holds a portfolio of commercial office properties in Australia and is a member of the Investment Panel of the Employees Provident Fund Malaysia.

CHOO YOO KWAN @ CHOO YEE KWAN

Malaysian, male, aged 70, was appointed to the Board on 18 May 2023 as an Independent Non-Executive Director. He is a member of the Audit Committee. He was a member of the Nominating Committee and Remuneration Committee till 30 November 2023 when he was redesignated as Chairman. Mr Choo holds honours degrees in Economics and Law from the University of Malaya and University of London respectively, and is a Barrister-at-Law of Lincoln’s Inn following his call to the Bar of England and Wales in 1984. He was a member of the University Malaya Medical Centre (UMMC) Ethics Committee and currently serves as a member of the Board of Advisors of University Malaya Faculty of Business and Economics. He is also a Fellow of the Institute of Corporate Directors Malaysia.

Mr Choo retired in July 2014 after having served the banking and risk management industry for 38 years. His last position was as Country Chief Risk Officer for OCBC Bank (Malaysia) Berhad ("OCBC"), having first joined the OCBC Group in December 2007. He also served as the Alternate to the Chief Executive Officer of OCBC before his retirement.

Prior to joining OCBC, he was the Chief Risk Officer for Maybank Group and Group Chief Risk Officer for Alliance Bank Malaysia Berhad.

During his 14 years career at Maybank Group, he served as Division Head of Credit Control, International Banking, Corporate Remedial Management and Group Risk Management. He was a member of the Board of Directors of Maybank International (L) Limited and Maybank International Trust (Labuan) Berhad. He also served on the Corporate Debt Restructuring Committee set up by Bank Negara Malaysia.

Before joining Maybank, he worked for the National Westminster Bank Plc in the areas of Global Specialised Industries and Group Credit Control.

He was conferred with the "Associate Fellowship" by Institut Bank-Bank Malaysia, now known as Asian Institute of Chartered Bankers ("AICB") in 1999 and was elected as a Fellow Chartered Banker by AICB in March 2023.

Mr Choo is currently serving as a Senior Independent Non-Executive Director of HSBC Bank Malaysia Berhad, having first been appointed to the Board in February 2016. He is the Chairman of the Risk Committee and member of the Audit Committee and Nominations and Remuneration Committee. He also served as an Independent Non-Executive Director of Danajamin Nasional Berhad (the country's first financial guarantee insurer) from May 2018 till June 2023.

TANG KIN KHEONG

Malaysian, male, aged 68, was appointed to the Board on 11 October 2023 as an Independent Non-Executive Director. He was a member of the Audit Committee till 30 November 2023 when he was redesignated as Chairman. He is also a member of the Nominating Committee and Remuneration Committee. He is a member of the Malaysian Institute of Certified Public Accountants and member of the Malaysian Institute of Accountants.

Mr. Tang qualified as a Certified Public Accountant, Malaysia with Turquand Youngs & Co, an antecedent firm of Ernst & Young. From 1983 to 1984, he was seconded to work in the firm's office in New Haven, Connecticut, USA where he gained exposure to the US public accounting and business environment. Mr. Tang left the firm in 1986 to join Cold Storage (Malaysia) Berhad as Head of Internal Audit reporting directly to the Audit Committee of the Board. He returned to the accounting profession in 1989 when he joined Moores Rowland.

In 2008, Mr. Tang led the Kuala Lumpur office of Moores Rowland into a merger with the international accounting firm of Mazars, where he served as its Malaysian Managing Partner until August 2013. He left Mazars in August 2014 to practice as a sole practitioner. In 2019, Mr. Tang ceased practicing as a public accountant to concentrate on litigation support and business advisory services.

Mr. Tang had been a practicing accountant for 28 years. He was a licensed auditor approved by the Audit Oversight Board to audit public interest enterprises, as well as a licensed liquidator. He worked with public listed companies and owner managed businesses, in the areas of auditing, accounting, litigation support and business advisory services.

He served as an independent director of ECO World Group Development Berhad from November 2013 to March 2023.

PUAN SHARIFATU LAILA BINTI SYED ALI

Malaysian, female, aged 61, was appointed to the Board on 22 February 2024 as an Independent Non-Executive Director. She graduated from the University Malaya with a Master of Business Administration degree and University Kebangsaan Malaysia with a Bachelor of Science (Hons). She has also attended the Advanced Management Programme at Harvard Business School.

Puan Sharifatu started her career at Permodalan Nasional Berhad as an Investment Executive and moved on to hold various positions in Employees Provident Fund ("EPF"). She served as an Investment Executive and took on the roles across Equity Research, Alternative Investments & Projects within the pioneer investment team at EPF. She went on to become "Head of Treasury" at EPF, following which she took on the role of "Head of the Equity Division" overseeing portfolios in excess of RM45 billion then.

After 15 years in EPF, she was subsequently appointed as "Head of Investments" at Lembaga Tabung Haji ("LTH") from July 2002 till September 2002, before she was tasked by the Government to steer a Government Investment Fund managed by Valuecap Sdn Bhd ("Valuecap"). She was appointed as its first Chief Executive Office in year 2002 and subsequently as Group Managing Director from January 2018 till July 2018. She served as Advisor to the Board of Valuecap in July 2018 prior to her joining RHB Group in October 2018.

Puan Sharifatu served as an Independent Non-Executive Director ("INED") of RHB Bank Berhad, a company listed on the Main Market of Bursa Malaysia Securities Berhad ("Bursa Securities") and RHB Insurance Berhad from 2019 until June 2023. Prior to these appointments, she was also board member of RHB Asset Management Sdn Bhd, RHB Islamic International Berhad and INED of RHB Investment Bank Berhad.

She also served as a Public Interest Director on the board of Bursa Malaysia Berhad ("BMB"), a company listed on the Main Market of Bursa Securities from October 2020 until August 2023. At BMB, she was also a member of the Listing Committee and chairman of the Risk Management Committee. Puan Sharifatu was an Executive Director Investment at LTH and director of Badan Pengawas Pemegang Saham Minoriti Berhad.

She is currently a member of the Investment Committee of the University of Malaya.

INTRODUCTION

1.1

Corporate ethos, key values & principles

The YTL ethos is about "Building The Right Thing". Our mission is to turn the right opportunities into the right thing, and the right thing into lasting value. We rely on the core values of 'honesty, hard work, moral responsibility, togetherness and vitality' to build value that is not simply lasting, but worthy of lasting.

PURPOSE

2.1

Purpose of the Board of Directors of YTL Corporation Berhad ("Company"/"YTL Corp") ("Board")

The purpose of the Board is to provide strong and confident strategic leadership which leads to robust accountability, oversight and assurance for the financial performance, sustainability and enduring value of the Company.

2.2

Purpose of the Board Charter

The Board Charter serves several important functions, including as a primary reference to the Board of its role, fiduciary duties and responsibilities, its governance processes and legal framework within which it operates and as an induction tool for new Directors.

This Charter is available on YTL Corp's website at: www.ytl.com, About Us-Governance.

AUTHORITY

3.1

The conduct of the Board is governed by the Constitution of the Company, and the laws, rules and regulations governing companies in Malaysia.

3.2

Save for specific corporate decisions that require approval of regulatory authorities or shareholders as stipulated in the Constitution of the Company, Companies Act, 2016 ("the Act"), Bursa Malaysia Securities Berhad ("Bursa Securities") Main Market Listing Requirements ("Main LR") and other applicable rules and laws, the Board shall have full authority to make all decisions.

3.3

The Board shall also have the power to delegate specific functions and authority to its Committees, individual Directors, or the management.

PRINCIPAL ROLES AND RESPONSIBILITIES OF THE BOARD

4.1

The Board charts the strategic direction, development and control of the YTL Corp Group (the "Group"). Key elements of the Board's stewardship responsibilities include the following:

			(a)	Ensuring that the strategic plans for the Group supports long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability;
			(b)	Promoting good corporate governance culture within the Group which reinforces ethical, prudent and professional behaviour;
			(c)	Overseeing the conduct of the Group's businesses to evaluate and assess management performance to determine whether the businesses are being properly managed;
			(d)	Ensuring there is a framework of prudent and effective internal control and risk management systems which enable risks to be identified, assessed and managed;
			(e)	Succession planning for the Board and senior management;
			(f)	Overseeing the development and implementation of a shareholder/stakeholder communications policy;
			(g)	Reviewing the adequacy and integrity of the Group's management information and internal control systems;
			(h)	Ensuring the integrity of the Group's financial and non-financial reporting.

4.2

Code of Conduct and Ethics for Directors

Directors are to observe and adhere to the standards of ethical and professional conduct set out in the Code of Ethics for Company Directors established by the Companies Commission of Malaysia (available from the SSM website at: www.ssm.com.my, Publication-Booklet).

4.3

Anti-Bribery & Corruption Policy ("ABC Policy")

The ABC Policy was established to further enforce the Group's Code of Conduct & Business Ethics referred to in paragraph 16.1(b) of this Charter. The ABC Policy, which applies to Directors, managers and employees of the Group, ensures that everyone understands his/her responsibilities in compliance with the Group's zero tolerance for bribery and corruption within the organisation. The policy is published on the Company's website at: www.ytl.com, About Us-Governance.

4.4

Conflict of Interests

Directors are to determine and disclose potential or actual conflicts of interest which may arise in relation to transactions or matters which come before the Board. In accordance with applicable laws and regulations, a Director of the Company should formally disclose any direct or indirect interests or conflicts of interests in such transactions or matters as and when they arise and abstain from deliberations and voting at Board meetings as required.

4.5

Dealings in securities

Directors are to be mindful of their obligation to not deal in the securities of YTL Corp or other listed securities as long as they are in possession of price-sensitive information relating to such listed securities. Prior to every 'Closed Period' for dealing in securities, the Board will be sent reminders via email (comprising a write-up of the relevant requirements under the Main LR, the Act and the Capital Markets and Services Act 2007, including the procedures that need to be complied with for dealings during and outside 'Closed Period' and sample notices that the Directors would need to provide the Company if they do deal in the securities) to ensure no lapse in compliance.

MATTERS RESERVED FOR THE BOARD

Key matters reserved for the Board's approval include overall strategic direction, business expansion and restructuring plans, material acquisitions and disposals, expenditure over certain limits, capital management initiatives including payments of dividends, issuance of new securities and capital alteration plans.

COMPOSITION AND BOARD BALANCE

6.1

To maintain a strong and effective Board to address and manage the complexity and scale of the Group's operations, the Board seeks to ensure that all appointments are made on merit, taking into account an appropriate mix of skills, experience, expertise and diversity in age, gender, ethnicity, background, perspective and insight.

6.2

The Board shall comprise no less than the minimum number of Directors prescribed in the Act and/or Constitution of the Company. At any one time, at least 2 or 1/3, whichever is higher, of the Board members are Independent Directors.

6.3

Executive Directors have a direct responsibility for business operations whereas Non-Executive Directors have the necessary skills and experience to bring an independent judgment to bear on issues of strategy, performance and resources brought before the Board. The Executive Directors are collectively accountable for the running and management of the Group's operations and for ensuring that strategies are fully discussed and examined, and take account of the long-term interests of shareholders, employees, customers, suppliers and the many communities in which the Group conducts its business.

6.4

The Independent Directors provide independent judgment, experience and objectivity without being subordinated to operational considerations. They help to ensure that the interests of all shareholders, and not only the interests of a particular fraction or group, are taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.

6.5

Appointment, Re-appointment or Re-election of Directors

6.5.1

To promote the exercise of objective and independent judgment in line with global best practices, no person shall be appointed, re-appointed, elected or re-elected as a Director of the Board or continue to serve as a Director if the person is or becomes an active politician. A person is considered an "active politician" if he/she is a Member of Parliament, State Assemblyman or holds a position at the Supreme Council or division level in a political party.

6.5.2

Fit and Proper Policy

(1)

Members of the Board must have the necessary qualities, competencies and experience that allows them to perform the duties and carry out the responsibilities required of the position in the most effective manner.

(2)

Any person to be appointed as Director or to continue to hold office as Director of YTL Corp and/or its subsidiaries must not be disqualified or deemed to be disqualified or vacated his/her office under the relevant laws, rules and regulations governing the respective corporations, and have been assessed to have met the fit and proper criteria based on, at minimum, the factors set out in 6.5.2(4) below relating to-

• character and integrity
• experience and competence
• time and commitment

(3)

The fit and proper assessment shall be conducted-

• before the initial appointment, or
• prior to the proposed re-election/re-appointment as Director,
and
• may also be conducted when the Company/subsidiary becomes aware of information that may materially compromise a Director’s fitness and propriety.

(4)

The considerations underpinning the fit and proper criteria include but are not limited to the following:

(a)

Character and integrity

(i)

Probity

•	is compliant with legal obligations, regulatory requirements and professional standards, where applicable;
•	has been constructive and not misleading or untruthful in dealings with regulatory bodies or a court of law;

(ii)

Personal integrity

•	has not perpetrated or participated in any business practices which are deceitful, oppressive, improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct;
•	service contract (i.e. in the capacity of management or Director) had not been terminated in the past due to concerns on personal integrity;
•	has not abused other positions (that he/she has held) in a manner that contravenes the principles of good governance;

(iii)

Financial integrity

•	manages personal debts or financial affairs satisfactorily;
•	demonstrates ability to fulfil personal financial obligations as and when they fall due;

(iv)

Reputation

•	is of good repute in the financial and business community;
•	has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years;
•	has not been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management;

(b)

Experience and competence

(i)

Qualifications, training and skills

•	possesses educational or other qualification or training that is relevant to the skill set that such Director is earmarked to bring to the Boardroom;
•	has a considerable understanding on the workings of a corporation;
•	possesses general management skills as well as understanding of corporate governance and sustainability issues;
•	keeps knowledge current based on continuous professional development;
•	possesses leadership capabilities and a high level of emotional intelligence;

(ii)

Relevant experience and expertise

•	possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held and delegated authorities;

(iii)

Relevant past performance or track record

•	had a career of occupying a high-level position in a relevant/comparable organisation, and was accountable for driving or leading the organisation’s governance, business performance or operations;
•	possesses commendable past performance record as gathered from the results of the Board effectiveness evaluation;

(c)

Time and commitment

(i)

Ability to discharge role having regard to other commitments

•	able to devote time as a Board member, having factored other outside obligations including concurrent board positions held by the Director across listed issuers and non-listed entities (including not-for-profit organisations);

(ii)

Participation and contribution in the Board or track record

•	demonstrates willingness to participate actively in Board activities;
•	demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the Boardroom;
•	manifests passion in the vocation of a director;
•	exhibits ability to articulate views independently, objectively and constructively;
•	exhibits open mindedness to the views of others and ability to make considered judgment after hearing the views of others.

The factors described above are to be assessed individually as well as collectively, taking into account their relative importance.

(5)

Failure to meet one factor on its own does not necessarily mean failure to meet the fit and proper criteria. The specific circumstances surrounding a person’s failure to meet specific factors, including the lapse of time since the occurrence of events, other contributing factors, and the significance of the event from the perspective of potential risks posed to the Company/subsidiary should also be considered.

(6)

The fitness and propriety assessment of Directors is undertaken through due diligence verification procedures and/or declarations.

(7)

All documentation on fit and proper assessments and supporting information shall be kept confidential, solely for the use of the Company/subsidiary.

CHAIRMAN AND MANAGING DIRECTOR ("MD")

7.1

There is a balance of power and authority between the Executive Chairman and MD with a clear division of responsibility between the running of the Board and the Company's business respectively. The positions of Executive Chairman and MD are separated and clearly defined and are held by separate members of the Board.

7.2

Role of the Chairman

The Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role. The Chairman is primarily responsible for:

			(a)	leading the Board in setting the values and standards of the Company, including good corporate governance practices;
			(b)	the orderly and effective conduct of the meetings of the Board and shareholders;
			(c)	leading discussions, encouraging active and open participation;
			(d)	managing the interface and encouraging constructive relations between Board and management;
			(e)	ensuring the provision of accurate, timely and clear information to Directors and effective communication with stakeholders;
			(f)	facilitating the effective contribution of Non-Executive Directors.

7.3

Role of the MD

All Board authorities conferred on the management is delegated through the MD and this is considered as the MD's authority and accountability as far as the Board is concerned. The MD is responsible for, amongst others:

			(a)	Overseeing the day-to-day running of the business, developing and implementing Board policies and strategies, and making operational decisions;
			(b)	Serves as the conduit between the Board and the management in ensuring the success of the Company's governance and management functions;
			(c)	Ensuring effective communication with shareholders and relevant stakeholders;
			(d)	Providing strong leadership i.e. effectively communicating a vision, management philosophy and business strategy to employees;
			(e)	Keeping the Board informed of salient aspects and issues concerning the Group's operations.

BOARD COMMITTEES

8.1

The Board may establish committees of the Board as it considers necessary or appropriate. The committees will focus on specific responsibilities in greater detail and make the necessary reports or recommendations to the Board for its consideration and decision.

The Board has the following standing committees with specific Terms of Reference:

• Audit Committee

• Nominating Committee

• Remuneration Committee

Independent Non-Executive Directors ("INED") play a leading role in these committees. Details of the membership and summary of the Terms of Reference of each committee are available on YTL Corp's website at: www.ytl.com, About Us-Governance.

8.2

Each year, the Board, through its Nominating Committee, will review the effectiveness of the Board (as a whole), each Board Committee, the contribution by the Director and Audit Committee on individual basis, and the independence of the INED. The Nominating Committee will also facilitate and determine the board induction and continuing education programmes to be provided for the Board in areas that would best strengthen their contributions to the Board.

EXPECTATIONS ON TIME COMMITMENT/OTHER BOARD APPOINTMENTS

Board members are expected to devote sufficient time to fulfil their responsibilities effectively. Any Director is, while holding office, at liberty to accept other board appointments so long as the appointment does not detrimentally affect the Director's performance as a Board member of the Company. Directors must also be mindful of the requirement of the Main LR that they do not sit on the boards of more than 5 listed issuers.

10.

INDUCTION, TRAINING AND DEVELOPMENT OF DIRECTORS

Newly appointed Directors will be inducted into the Board through a process that will best fit the Director, allowing him/her to be properly informed, supported and productive in his/her role. An induction pack which contains key documents required by Board members will be given to the Director upon appointment. Visits to the Group's operational sites and meetings with senior management may also be arranged as practicable and appropriate.

In addition to the Mandatory Accreditation Programme required by Bursa Securities for newly appointed Directors, Board members are required to attend such training or professional development programmes as the Nominating Committee or the Board members have collectively or individually considered as helpful in enhancing their skills and knowledge and keeping up-to-date with relevant issues.

11.

BOARD MEETINGS AND SUPPLY OF INFORMATION

11.1

The Board meets at least once every quarter to facilitate the discharge of their responsibilities.

11.2

To facilitate Directors' time planning, an annual meeting calendar, which provides the scheduled dates for meetings of the Board, Board Committees and annual general meeting, is prepared and circulated to the Directors before the beginning of each year.

11.3

A Director must attend at least 50% of the total Board meetings held during a financial year. A Director may participate in a Board meeting or Committee Meeting by way of audio or audio-visual or other instantaneous telecommunication device as provided in the Constitution of the Company.

11.4

Members of management who are not Directors may be invited to attend and speak at the meetings on matters relating to their sphere of responsibility.

11.5

A full agenda and Board papers incorporating such information as may be relevant to the business of the meeting are circulated to all Directors at least one-week prior to each Board meeting.

11.6

In the event matters requiring Board decision arise between Board meetings and if deemed appropriate, such matters shall be resolved by way of circulation of a Board resolution in writing, signed or approved in accordance with the provisions set out in the Constitution of the Company.

12.

ACCESS TO MANAGEMENT AND INDEPENDENT PROFESSIONAL ADVICE

Directors have unrestricted access to management and information pertaining to the Group. Whenever necessary and reasonable, Directors may seek independent professional advice with the Chairman's prior consent, which will not be unreasonably withheld, as they individually or collectively consider necessary to fulfil their responsibilities and permit independent judgment in decision making, at the expense of the Company.

13.

FINANCIAL REPORTING

13.1

Transparency

			(a)	The Board aims to present a clear and balanced assessment of the financial position and future prospects of the Company and the Group that extends to the interim and price-sensitive information and other relevant reports submitted to regulators.
			(b)	The Board ensures that the financial statements are prepared so as to give a true and fair view of the financial position of the Company and the Group in accordance with the approved accounting standards. The Board is assisted by the Audit Committee in overseeing the Group's financial reporting processes and quality of its financial reporting.

13.2

External Auditors

			(a)	The Board has transparent arrangements for considering how financial reporting and internal control principles will be applied and for maintaining an appropriate relationship with the external auditors through its Audit Committee.
			(b)	The Audit Committee also keeps under review the scope and results of the audit and its cost effectiveness as well as the independence and objectivity of the external auditors in line with the Company's Policy on Auditor Independence.
			(c)	The external auditors have to retire during the Annual General Meeting of the Company every year and be re-appointed by shareholders for the ensuing year.

13.3

Internal Controls and Risk Management

			(a)	The Board ensures that the Group has an internal audit function which critically reviews all aspects of the Group's activities and its internal controls. Comprehensive audits of the practices, procedures, expenditure and internal controls of all business units and subsidiaries are undertaken on a regular basis. The Head of Internal Audit has direct access to the Board through the chairman of the Audit Committee.
			(b)	The Audit Committee receives reports regarding the outcome of such reviews on a regular basis.

14.

ANNUAL GENERAL MEETING ("AGM")

14.1

The Board regards the AGM as the principal forum for dialogue with shareholders and aims to ensure that the AGM provides an important opportunity for effective communication with, and constructive feedback from, the Company's shareholders.

14.2

The Chairman encourages active participation by the shareholders during the AGM.

14.3

The Chairman and where appropriate, the Managing Director, respond to shareholders' queries during the AGM.

15.

INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION

15.1

The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Company and as such adopts an open and transparent policy in respect of its relationship with its shareholders and investors.

15.2

The Board communicates information to shareholders and the investing community through announcements that are released to Bursa Securities. Such announcements include the quarterly financial results, material transactions and other developments relating to the Group requiring disclosure under the Main LR.

15.3

In addition to the published annual report sent to all shareholders and the quarterly financial results announced to Bursa Securities, shareholders and investors can access information pertaining to the Company and its activities from the Company's website.

15.4

While the Board endeavours to provide as much information as possible to its shareholders and stakeholders, it is mindful of the legal and regulatory framework governing the release of material and price-sensitive information.

16.

RELATIONSHIP WITH OTHER STAKEHOLDERS

The Board recognises that no company can exist by maximising shareholders value alone. In this regard, the needs and interests of other stakeholders are also taken into consideration.

16.1

Employees

			(a)	The Board acknowledges that employees are invaluable assets and play a vital role in achieving the vision and mission of the Company and the Group.
			(b)	Code of Conduct & Business Ethics, Whistleblowing To ensure that core values of the Group are embedded at every level of the Company and ethical culture is part of the Group's DNA, the Company has in place a Code of Conduct & Business Ethics which is published on the Company's website at: www.ytl.com, About Us-Governance. The code includes the whistleblowing policy and procedures.

16.2

Environment

In acknowledging the need to safeguard and minimise the impact to the environment, the Group adopts policies that help protect the environment and contribute towards sustainable development as well as supports initiatives on environmental issues.

16.3

Corporate and Social Responsibility

			(a)	The Board acknowledges that the Group should play a vital role in contributing towards the welfare of the community in which it operates.
			(b)	The Board ensures that the Group adopts policies and procedures that contribute towards responsible marketing and advertising of its products and services.
			(c)	The Group supports charitable causes and initiatives on community development projects.

17.

COMPANY SECRETARY

17.1

The Board appoints the Company Secretary, who plays an important advisory role, and ensures that the Company Secretary fulfils the functions for which he/she has been appointed.

17.2

The Company Secretary is accountable to the Board through the Chairman of the Board and Committees on all governance matters.

17.3

The Company Secretary is a central source of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company.

17.4

The Company Secretary should advise Directors of their obligations to adhere to matters relating to:

			(a)	disclosure of interests in securities.
			(b)	disclosure of any conflict of interest in a transaction involving the Company.
			(c)	prohibition of dealing in securities.
			(d)	restrictions on disclosure of price-sensitive information.

17.5

The Company Secretary must keep abreast of, and inform the Board of current governance practices.

17.6

The Board members have unlimited access to the professional advice and services of the Company Secretary.

18.

REVIEW OF THE BOARD CHARTER

The Board Charter will be reviewed as and when changes arise and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board's responsibilities.

This Charter was updated and adopted by the Board on 27 June 2022

The Board of Directors ("Board") of YTL Corporation Berhad ("YTL Corp" or "Company") remains firmly committed to ensuring an appropriate and sound system of corporate governance throughout the Company and its subsidiaries ("YTL Corp Group" or "Group"). The YTL Corp Group has a long-standing commitment to corporate governance and protection of stakeholder value, which has been integral to the YTL Corp Group's achievements and strong financial profile to date.

The YTL Corp Group's corporate governance structure is a fundamental part of the Board's responsibility to protect and enhance long-term shareholder value and the financial performance of the YTL Corp Group, whilst taking into account the interests of all stakeholders.

In implementing its governance system and ensuring compliance with the Main Market Listing Requirements ("Listing Requirements") of Bursa Malaysia Securities Berhad ("Bursa Securities"), the Board has been guided by the principles and practices set out in the Malaysian Code on Corporate Governance ("Code") issued by the Securities Commission Malaysia ("SC").

An overview of the Board's compliance with the Code during the financial year ended 30 June 2023 is detailed in this statement.

The Company's Corporate Governance Report ("CG Report") for the financial year ended 30 June 2023 is available below and has been released via the website of Bursa Securities at www.bursamalaysia.com in conjunction with the Annual Report.

PRINCIPLE A: BOARD LEADERSHIP & EFFECTIVENESS

Responsibilities of the Board

YTL Corp is led and managed by an experienced Board with a wide and varied range of expertise to address and manage the complexity and scale of the YTL Corp Group's operations. This broad spectrum of skills and experience ensures the YTL Corp Group is under the guidance of an accountable and competent Board. The Directors recognise the key role they play in charting the strategic direction, development and control of the YTL Corp Group.

Key elements of the Board's stewardship responsibilities include:-

Ensuring that the strategic plans for the YTL Corp Group support long-term value creation for the benefit of its stakeholders and include strategies on economic, environmental and social considerations underpinning sustainability;
Promoting good corporate governance culture within the YTL Corp Group which reinforces ethical, prudent and professional behaviour;
Overseeing the conduct of the YTL Corp Group's businesses to evaluate and assess management performance to determine whether businesses are being properly managed;
Ensuring there is a framework of prudent and effective internal control and risk management systems which enable risks to be identified, assessed and managed;
Succession planning for the Board and senior management;
Overseeing the development and implementation of a shareholder/stakeholder communications policy;
Reviewing the adequacy and integrity of the YTL Corp Group's management information and internal control systems; and
Ensuring the integrity of the YTL Corp Group's financial and non-financial reporting.

The Board is led by the Executive Chairman who is responsible for instilling good corporate governance practices, leadership and effectiveness of the Board.

There is a clear balance of power, authority and accountability between the Executive Chairman, Tan Sri (Sir) Francis Yeoh Sock Ping, and the Managing Director, Dato' Yeoh Seok Kian, between the running of the Board and the Company’s business, respectively. The positions of Executive Chairman and Managing Director are separate and clearly defined, and are held by different members of the Board.

The Executive Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role, and is primarily responsible for leading the Board in setting the values and standards of the Company, including good corporate governance practices, the orderly and effective conduct of the meetings of the Board and shareholders, leading discussions, encouraging active and open participation, managing the interface and encouraging constructive relations between the Board and management, ensuring the provision of accurate, timely and clear information to Directors and effective communications with stakeholders and facilitating the effective contribution of Non-Executive Directors.

The Managing Director is responsible for, amongst others, overseeing the day-to-day running of the business, developing and implementing Board policies and strategies, making operational decisions, serving as the conduit between the Board and management in ensuring the success of the Company's governance and management functions, ensuring effective communication with shareholders and relevant stakeholders, providing strong leadership, i.e., effectively communicating the vision, management philosophy and business strategy to employees, and keeping the Board informed of salient aspects and issues concerning the Group's operations.

The Managing Director and Executive Directors are accountable to the Board for the profitability and development of the YTL Corp Group, consistent with the primary aim of enhancing long-term shareholder value. The Independent Non-Executive Directors have the experience and business acumen necessary to carry sufficient weight in the Board’s decisions and the presence of these Independent Non-Executive Directors brings an additional element of balance to the Board as they do not participate in the day-to-day running of the YTL Corp Group.

The roles of Executive and Non-Executive Directors are differentiated, both having fiduciary duties towards shareholders. Executive Directors have a direct responsibility for business operations whereas Non-Executive Directors have the necessary skill and experience to bring an independent judgment to bear on issues of strategy, performance and resources brought before the Board. The Executive Directors are collectively accountable for the running and management of the YTL Corp Group's operations and for ensuring that strategies are fully discussed and examined, and take account of the long-term interests of shareholders, employees, customers, suppliers and the many communities in which the YTL Corp Group conducts its business.

In accordance with the Code, the Executive Chairman is not a member of the Audit Committee, Nominating Committee or Remuneration Committee, all of which are chaired by and comprise Independent Non-Executive Directors. This promotes objectivity in the Board's deliberations and ensures there are effective checks and balances, as well as objective review by the Board of recommendations put forth by the committees.

In the discharge of their responsibilities, the Directors have established functions which are reserved for the Board and those which are delegated to management. Key matters reserved for the Board's approval include overall strategic direction, business expansion and restructuring plans, material acquisitions and disposals, expenditure over certain limits, issuance of new securities, payments of dividends and capital alteration plans.

Further information on authorisation procedures, authority levels and other key processes can also be found in the Statement on Risk Management & Internal Control set out in the Annual Report.

Board Meetings & Procedures

Board meetings are scheduled with due notice in advance at least 5 times in a year in order to review and approve the annual and interim financial results. Additional meetings may also be convened on an ad-hoc basis when significant issues arise relating to the YTL Corp Group and when necessary to review the progress of its operating subsidiaries in achieving their strategic goals. Meetings of the Board's committees are conducted separately from those of the main Board to enable objective and independent discussions. The Board met 5 times during the financial year ended 30 June 2023.

The Directors are fully apprised of the need to determine and disclose potential or actual conflicts of interest which may arise in relation to transactions or matters which come before the Board. In accordance with applicable laws and regulations, the Directors formally disclose any direct or indirect interests or conflicts of interests in such transactions or matters as and when they arise and abstain from deliberations and voting at Board meetings as required.

The Directors have full and unrestricted access to all information pertaining to the YTL Corp Group's business and affairs to enable them to discharge their duties. At least one week prior to each Board meeting, all Directors receive the agenda together with a comprehensive set of Board papers encompassing qualitative and quantitative information relevant to the business of the meeting. This allows the Directors to obtain further explanations or clarifications, where necessary, in order to be properly briefed before each meeting.

Board papers are presented in a consistent, concise and comprehensive format, and include, where relevant to the proposal put forward for the Board's deliberation, approval or knowledge, progress reports on the YTL Corp Group's operations and detailed information on corporate proposals, major fund-raising exercises and significant acquisitions and disposals. Where necessary or prudent, professional advisers may be on hand to provide further information and respond directly to Directors' queries. In order to maintain confidentiality, Board papers on issues that are deemed to be price-sensitive may be handed out to Directors during the Board meeting.

The minutes of the Board and/or Board committee meetings are circulated and confirmed at the next meeting. Once confirmed, the minutes of the Board committee meetings are subsequently presented to the Board for notation.

Company Secretary

The Board is supported by a professionally qualified and competent Company Secretary. The Company Secretary, Ms Ho Say Keng, is a Fellow of the Association of Chartered Certified Accountants, a registered member of the Malaysian Institute of Accountants and an affiliate member of the Malaysian Institute of Chartered Secretaries and Administrators, and is qualified to act as Company Secretary under Section 235(2)(a) of the Companies Act 2016.

The Company Secretary ensures that Board procedures are adhered to at all times during meetings and advises the Board on matters including corporate governance issues and the Directors' responsibilities in complying with relevant legislation and regulations. The Company Secretary works very closely with management for timely and appropriate information, which will then be passed on to the Directors. In accordance with the Board’s procedures, deliberations and conclusions in Board meetings are recorded by the Company Secretary, who ensures that accurate and proper records of the proceedings of Board meetings and resolutions passed are recorded and kept in the statutory register at the registered office of the Company.

During the financial year under review, the Company Secretary attended training, seminars and regulatory briefings and updates relevant for the effective discharge of her duties. The Company Secretary carries out ongoing reviews of existing practices in comparison with any new measures introduced in the Listing Requirements and/or legislation, regulations and codes applicable to the governance of the Company and updates the Board accordingly.

Board Charter

The Board's functions are governed and regulated by the Constitution of the Company and the laws, rules and regulations governing companies in Malaysia, including the Companies Act 2016 and the Listing Requirements. The Board has a Board Charter, a copy of which can be found under the "Governance " section on the Company's website at www.ytl.com.

The Board Charter serves several important functions, including as a primary reference to the Board of its role, fiduciary duties and responsibilities, its governance processes and legal framework within which it operates and as an induction tool for new Directors. The Board Charter clearly identifies the respective roles and responsibilities of the Board, Board committees, Directors and management and the issues and decisions reserved for the Board.

The Board Charter was most recently updated and adopted on 27 June 2022 to include, amongst others, the fit and proper policy for Directors and prohibition for an active politician to be a member of the Board in compliance with the Listing Requirements and the Code, respectively.

The Board Charter is reviewed as and when changes arise and updated in accordance with the needs of the Company and any new regulations that impact the discharge of the Board's responsibilities.

Business Conduct, Ethics & Whistleblowing

The Directors observe and adhere to the Code of Ethics for Company Directors established by the Companies Commission of Malaysia, which encompasses the formulation of corporate accountability standards in order to establish an ethical corporate environment.

YTL Corp has an established track record for good governance and ethical conduct. Key guidance is contained in the Code of Conduct and Business Ethics of the YTL Group of Companies ("YTL Group"), which also sets out the whistleblowing policy and procedures, and the YTL Group's Anti-Bribery and Corruption Policy, as detailed in the following section. A copy of the Code of Conduct and Business Ethics can be found on the Company's website at www.ytl.com.

The Code of Conduct and Business Ethics sets out the acceptable general practices and ethics for the YTL Corp Group and includes policies and measures to address conflicts of interest, abuse of power, corruption, insider trading, money laundering and data protection.

Training modules and other methods of communication are employed on an ongoing basis to familiarise employees with their duties and obligations in this area. Training carried out during the financial year under review focused on areas including data security and protection, cybersecurity awareness and an anti-bribery and corruption refresher course.

Anti-Bribery & Corruption Policy ("ABC Policy")

The objective of the ABC Policy is to further enforce the YTL Group's Code of Conduct and Business Ethics in order to ensure that all Directors and employees understand their responsibilities in compliance with the YTL Group's zero tolerance for bribery and corruption within the organisation. This is in line with the corporate liability provision in Section 17A of the Malaysian Anti-Corruption Commission Act 2009 ("MACC Act") which came into force on 1 June 2020.

The ABC Policy outlines the YTL Group's strategies in identifying, preventing and managing bribery and corruption issues. The policies and procedures put in place are guided by the Guidelines on Adequate Procedures issued pursuant to Section 17A(5) of the MACC Act. The ABC Policy applies to all Directors, managers and employees of the Company in dealing with external parties in the commercial context. The policy will be reviewed at least once every three years to ensure that it continues to remain relevant, appropriate and effective to enforce the principles highlighted therein and to ensure continued compliance with the prevailing law. A copy of the ABC Policy can be found on the Company's website at www.ytl.com.

A comprehensive implementation plan has been established to communicate and disseminate the ABC Policy on an ongoing basis throughout the YTL Group through online training modules and other communication methods. Electronic communications put in place over the past three years to comply with physical distancing guidelines implemented in response to the COVID-19 pandemic have proven highly effective and the YTL Corp Group has continued to employ these methods as part of the overall dissemination and training process.

Directors and employees of the YTL Group in Malaysia are required to read and understand the ABC Policy and the Code of Conduct and Business Ethics, successfully complete the online training modules to reinforce their understanding of the policy and sign the YTL Group's Integrity Pledge in acknowledgement of their obligations and responsibilities.

Compliance with the ABC Policy continues to be monitored closely, both on an ongoing basis and in conjunction with the annual assessment of the Group's corruption risks. The annual risk assessment is carried out to identify the corruption risks to which the Group is exposed and the appropriateness of the mitigation measures established to minimise the exposure to these risks.

Sustainability Governance

The YTL Corp Group has a long-standing commitment to ensuring that its businesses are viable and sustainable on a long-term basis. The Board oversees governance of the YTL Corp Group's sustainability matters which includes setting its environmental, social and governance ("ESG") strategies, priorities and targets, overseeing the progress of ESG strategy and performance and reviewing and addressing the YTL Corp Group's material ESG risks and opportunities. Further information can be found in the Managing Sustainability section in the Annual Report and the YTL Group Sustainability Report 2023 which is available for download at www.ytl.com/sustainability.

The Board is assisted by the YTL Group Sustainability Committee ("YTL GSC"), which is chaired by the Executive Chairman, Tan Sri (Sir) Francis Yeoh Sock Ping, and comprises the Head of Sustainability and representatives from the Sustainability Division and senior management from the YTL Corp Group’s business units. YTL GSC supports the Board to set the high-level ESG direction and strategic focus, oversees the implementation of ESG strategies and related matters and reviews, and monitors and provides the YTL Corp Group's ESG strategic plans and initiatives across its value chain. YTL GSC reports to the Board on an annual basis or more frequently, as and when needed.

The Company's key methods for communicating its sustainability strategies, priorities and targets as well as performance against these targets to internal and external stakeholders include the Annual Report, the YTL Group Sustainability Report, which is issued annually, and the YTL Group's Sustainability website at www.ytl.com/sustainability.

The Directors are kept apprised of the key ESG issues relevant and specific to the YTL Corp Group through briefings from YTL GSC and management on performance, targets and operational updates, and also stay abreast with more general developments in the ESG arena through training programmes, further details of which are disclosed in the Nominating Committee Statement in the Annual Report.

The Board's evaluation process includes criteria for addressing and managing significant risks that may have a considerable impact on the Company, and ESG risks are incorporated into this process as they form part of the overall risk management framework. Further details are set out in the section below on Evaluation of the Board and in the Nominating Committee Statement in the Annual Report.

Composition of the Board

The following changes to the composition of the Board took place during the financial year under review:-

Mr Choo Yoo Kwan @ Choo Yee Kwan was appointed to the Board on 18 May 2023
Dato' Cheong Keap Tai resigned from the Board on 30 May 2023

As at 30 June 2023, the Board had 12 Directors, comprising 8 executive members and 4 independent non-executive members. The Independent Directors comprised 33.3% of the Board, in compliance with the Listing Requirements, which require one-third of the Board to be independent.

Subsequently, on 11 October 2023, Encik Faiz Bin Ishak and Dato' Ahmad Fuaad Bin Mohd Dahalan each notified the Company of his resignation from the Board with effect from 30 November 2023 and the Company announced the appointment of Mr Tang Kin Kheong as an Independent Non-Executive Director.

The Company will ensure that the vacancies on the Board and the relevant Board committees will be filled, and that the requirement for one-third of the Board to be independent within 3 months of the relevant dates will be complied with, as prescribed under Chapter 15 of the Listing Requirements.

The Directors are cognisant of the recommendation in the Code for the Board to comprise a majority of independent directors, and will assess the composition and size of the Board on an ongoing basis to ensure the needs of the Company are met.

YTL Corp is 50.20%-owned by Yeoh Tiong Lay & Sons Holdings Sdn Bhd (as at 30 June 2023). The Executive Directors are appointed by the major shareholder in accordance with its rights under the Companies Act 2016 and the Constitution of the Company.

YTL Corp is majority-owned by a single shareholder, unlike other listed companies that may have a dispersed shareholder base which enables a shareholder to exercise control despite holding a minority stake. The interests of the major shareholder are fully aligned with those of all shareholders of the Company.

The expertise and experience in both the day-to-day running of the Group's businesses and the determination and setting of its broader strategy lies with the Executive Directors in order to ensure the ongoing ability to fulfil their roles and responsibilities as stewards of the Group's businesses.

Nevertheless, the Company has in place appropriate and rigorous governance structures and internal controls necessary to safeguard the assets of the Group and protect shareholder value. There is robust oversight in the form of the Board's Audit, Remuneration and Nominating committees, all of which are chaired by and comprise solely Independent Non-Executive Directors.

The Board is of the view that the current Independent Non-Executive Directors have the experience and business acumen necessary to carry sufficient weight in the Board’s decisions, and act in the best interests of the shareholders.

As at 30 June 2023, two Independent Non-Executive Directors, namely Encik Faiz Bin Ishak and Dato’ Ahmad Fuaad Bin Mohd Dahalan, had served on the Board and on the board of directors of a subsidiary of the YTL Corp Group, respectively, for a period exceeding the nine-year term limit recommended in the Code and as set out in the Listing Requirements. On 11 October 2023, Encik Faiz Bin Ishak and Dato' Ahmad Fuaad Bin Mohd Dahalan each notified the Company of his resignation from the Board with effect from 30 November 2023.

In accordance with the Company's Constitution, at least one-third of the Directors are required to retire from office at each AGM and may offer themselves for re-election by rotation. Directors who are appointed by the Board during the financial year are subject to re-election by shareholders at the next AGM held following their appointments.

The names of Directors seeking re-election at the forthcoming AGM are disclosed in the Notice of Annual General Meeting in the Annual Report, whilst the review of Directors proposed for re-election and their profiles can be found in the Nominating Committee Statement and the Profile of the Board of Directors, respectively. This information is also available under the "Governance " section on the Company's website at www.ytl.com.

Board & Senior Management Appointments

The Nominating Committee is responsible for assessing suitable candidates for appointment to the Board for approval, with due regard for diversity, taking into account the required mix of skills, experience, age, gender, ethnicity, time commitment, background and perspective of members of the Board before submitting its recommendation to the Board for decision.

The Nominating Committee is chaired by and comprises solely Independent Non-Executive Directors. The Chairman of the Nominating Committee is Encik Faiz Bin Ishak. This complies with the recommendation under the Code that the chairman of the Nominating Committee should not be the chairman of the Board.

Whilst it has, to date, not been necessary to do so given the expertise of the Independent Non-Executive Directors, the Board will also endeavour to utilise independent sources including external human resources consultants and specialised databases, as appropriate.

Meanwhile, members of senior management are selected based on relevant industry experience, with due regard for diversity in skills, experience, age, gender, ethnicity, background and perspective, and are appointed by the Executive Chairman and/or the Managing Director following recommendation by the Executive Director in charge of the relevant division.

As the Board's overriding aim is to maintain a strong and effective Board, it seeks to ensure that all appointments are made on merit, taking into account the collective balance of elements such as skills, experience, age, gender, ethnicity, background and perspective.

The Board recognises the importance of encouraging and developing female talent at all levels and has a strong complement of female divisional heads and chief executive officers. Currently there are three female Directors comprising 25% of the Board (as at 30 June 2023) and, therefore, whilst the Board has not met the target of 30% women directors set out in the Code, it will continue to seek Board members of the highest calibre, and with the necessary strength, experience and skills to meet the needs of the YTL Corp Group.

Evaluation of the Board

Annual evaluation of the Board as a whole, Board committees and the individual Directors is carried out by the Nominating Committee. The evaluation carried out during the financial year under review involved an annual assessment of the effectiveness of each individual Director, the Board's committees and the Board as a whole with the objectives of assessing whether the Board, its committees and the Directors had effectively performed its/their roles and fulfilled its/their responsibilities, and devoted sufficient time commitment to the Company's affairs, in addition to recommending areas for improvement.

The assessment exercise was facilitated by the Company Secretary and took the form of completion of questionnaires/evaluation forms comprising a Board and Board Committees Effectiveness Evaluation Form, Director's Performance Evaluation Form, Director's Confirmation of Independence Form, Audit Committee Effectiveness Evaluation Form and Audit Committee Members Evaluation by Nominating Committee Form.

The results of the annual evaluation carried out form the basis of the Nominating Committee's recommendations to the Board for the re-election of Directors. As recommended in the Code, the Board will endeavour to utilise independent experts to facilitate the evaluation process, as and when appropriate. Further information on the activities of the Nominating Committee can be found in the Nominating Committee Statement set out in the Annual Report. This information is also available under the "Governance " section on the Company's website at www.ytl.com.

Remuneration

Directors' remuneration is decided in line with the objective recommended by the Code to determine the remuneration for Directors so as to attract, retain, motivate and incentivise Directors of the necessary calibre to lead the YTL Corp Group successfully. In general, the remuneration of the Directors is reviewed against the performance of the individual and the YTL Corp Group. The Executive Directors’ remuneration consists of basic salary, other emoluments and other customary benefits as appropriate to a senior management member, whilst the Non-Executive Directors' remuneration comprises Directors' fees and other benefits. The component parts of remuneration are structured so as to link rewards to performance. Directors do not participate in decisions regarding their own remuneration packages. Directors' fees and other benefits must be approved by shareholders at the AGM.

The Remuneration Committee ("RC") is chaired by and comprises solely Independent Non-Executive Directors, in compliance with the Code.

The RC assists in the implementation of the remuneration policy and procedures, including reviewing and recommending matters relating to the remuneration of the Directors and senior management. The RC also ensures that the remuneration policy and procedures remain appropriate based on prevailing practices and aligned with the strategy and values of the YTL Corp Group.

The composition of the RC is set out below:-

Encik Faiz Bin Ishak, Chairman (resigned with effect from 30 November 2023)
Dato’ Cheong Keap Tai (resigned on 30 May 2023)
Puan Raja Noorma Binti Raja Othman
Mr Choo Yoo Kwan @ Choo Yee Kwan (appointed on 18 May 2023 and to be redesignated as Chairman on 30 November 2023)
Mr Tang Kin Kheong (appointed on 11 October 2023)

The terms of reference of the RC and Remuneration Policy and Procedures for Directors and Senior Management can be found under the "Governance " section on the Company's website at www.ytl.com.

During the financial year ended 30 June 2023, the RC met once, attended by all members. The meeting, which was held on 3 August 2022, assessed the remuneration of the Directors and senior management as well as fees and meeting attendance allowance (benefits) proposed for the Independent Non-Executive Directors ("INED Remuneration"), guided by the framework set out in the YTL Corp Group Remuneration Policy and Procedures for Directors and Senior Management. The remuneration of the Directors and the INED Remuneration were benchmarked against comparable listed companies in Malaysia in terms of industry and size/market capitalisation.The RC also considered the performance of the Independent Non-Executive Directors as indicated by the evaluations conducted and responsibilities assumed by the Directors and senior management, as well as the overall performance of the Group. In view of the foregoing, the RC considered the remuneration of the Executive Directors and senior management to be reasonable.

The RC, with the Independent Non-Executive Director abstaining from deliberation and voting in respect of his/her own proposed remuneration, recommended to the Board for shareholders’ approval that the INED Remuneration remains unchanged as it was still competitive and on par with the market rate.

Details of the Directors' remuneration categorised into appropriate components can be found in Note 7 in the Notes to the Financial Statements in the Annual Report. Meanwhile, as regards the remuneration of the YTL Corp Group's senior management team, the Board is of the view that the disclosure of these details would not be in the best interests of the YTL Corp Group due to confidentiality and the competitive nature of the industries in which the YTL Corp Group operates, as well as for business and personal security reasons.

Board Commitment

In accordance with the Listing Requirements, members of the Board do not hold more than five directorships in public listed companies. This ensures that their commitment, resources and time are focused on the affairs of the YTL Corp Group thereby enabling them to discharge their duties effectively.

Presently, each Board member is required to assess (via the annual assessment process) whether he/she devotes the necessary time and energy to fulfilling his/her commitments to the Company. The Board recognises that an individual's capacity for work varies depending on various factors that weigh very much on his/her own assessment. Hence, having rigid protocols in place before any new directorships may be accepted is not practical. Each Board member is also expected to inform the Board whenever he/she is appointed as an officer of a corporation. In accordance with the Board Charter and guidance in the Code, none of the Directors are active politicians.

The details of each Director's attendance of Board meetings can be found in the Profile of the Board of Directors whilst details of the training programmes attended during the year under review are disclosed in the Nominating Committee Statement in the Annual Report. This information is also available under the "Governance " section on the Company's website at www.ytl.com.

PRINCIPLE B: EFFECTIVE AUDIT & RISK MANAGEMENT

Integrity in Financial Reporting

The Directors are responsible for ensuring that financial statements are drawn up in accordance with the Listing Requirements, Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Statement of Directors' Responsibilities made pursuant to Section 248-249 of the Companies Act 2016 is set out in the Annual Report.

In presenting the financial statements, the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates, to present a true and fair assessment of the Company's position and prospects. Interim financial reports were reviewed by the Audit Committee and approved by the Board prior to release to Bursa Securities.

Audit Committee

The Company has in place an Audit Committee which comprises solely Independent Non-Executive Directors, in compliance with the Listing Requirements and the Code. As at 30 June 2023, the members of the Audit Committee were Encik Faiz Bin Ishak, Dato' Ahmad Fuaad Bin Mohd Dahalan and Mr Choo Yoo Kwan @ Choo Yee Kwan. Encik Faiz Bin Ishak was redesignated as the Chairman of the Audit Committee on 30 May 2023, following the resignation of Dato' Cheong Keap Tai. This fulfilled the recommendation under the Code that the chairman of the Audit Committee should not be the chairman of the Board.

Subsequently, on 11 October 2023, Encik Faiz Bin Ishak notified the Company of his resignation from the Board with effect from 30 November 2023, and Mr Tang Kin Kheong was appointed to the Board as an Independent Non-Executive Director and a member of the Audit Committee, and will be redesignated as the Chairman of the Audit Committee on 30 November 2023. Puan Raja Noorma Binti Raja Othman will be appointed as a member of the Audit Committee on 30 November 2023 in place of Dato’ Ahmad Fuaad Bin Mohd Dahalan.

The members of the Audit Committee possess a wide range of necessary skills to discharge their duties, and are financially literate and able to understand matters under the purview of the Audit Committee including the financial reporting process. The members of the Audit Committee also intend to continue to undertake professional development by attending training to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules.

The Audit Committee holds quarterly meetings to review matters including the YTL Corp Group's financial reporting, the audit plans for the financial year and recurrent related party transactions, as well as to deliberate the findings of the internal and external auditors.

The Audit Committee met 5 times during the financial year ended 30 June 2023. Full details of the composition and a summary of the work carried out by the Audit Committee during the financial year can be found in the Audit Committee Report set out in the Annual Report. This information and the terms of reference of the Audit Committee are available under the "Governance " section on the Company's website at www.ytl.com.

The Audit Committee has established formal and professional arrangements for maintaining an appropriate relationship with the Company's external auditors, HLB Ler Lum Chew PLT ("HLB"). The external auditors also attend each AGM in order to address clarifications sought pertaining to the audited financial statements by shareholders.

The Audit Committee's Auditor Independence Policy guides its assessment of the suitability, objectivity and independence of the external auditors. This policy was updated during the last financial year to, amongst others, extend the cooling off period to three years (from two years previously) for appointment of a former audit partner of the external audit firm as a member of the Audit Committee, and to include additional assessment criteria based on information presented in the Annual Transparency Report of the external auditors, in line with the Code. None of the Audit Committee members were formerly audit partners of YTL Corp's external auditors.

Details of the audit and non-audit fees paid/payable to HLB for the financial year ended 30 June 2023 are as follows:-

	Company RM'000	Group RM'000
Statutory audit fees paid/payable to:- - HLB	256	2,895
Non-audit fees paid/payable to:- – HLB – Affiliates of HLB	16 31	69 541
Total	47	610

Risk Management & Internal Control

The Board acknowledges its overall responsibility for maintaining a sound system of risk management and internal control to safeguard the investment of its shareholders and the YTL Corp Group's assets, and that these controls are designed to provide reasonable, but not absolute, assurance against the risk of occurrence of material errors, fraud or losses.

Details of the YTL Corp Group's system of risk management and internal control are contained in the Statement on Risk Management & Internal Control and the Audit Committee Report as set out in the Annual Report.

Internal Audit

YTL Corp's internal audit function is undertaken by its Internal Audit department ("YTLIA"), which reports directly to the Audit Committee. The Head of YTLIA, Mr Choong Hon Chow, is a registered member of the Malaysian Institute of Accountants and a Fellow of the Association of Chartered Certified Accountants (ACCA) UK. He started his career with the external audit division of a large public accounting firm before moving on to the internal audit profession in public listed companies and gained valuable and extensive internal audit experience covering many areas of diversified commercial businesses and activities. He has a total of 40 years of internal and external audit experience.

During the financial year ended 30 June 2023, YTLIA comprised 9 full-time personnel. The personnel of YTLIA are free from any relationships or conflicts of interest which could impair their objectivity and independence.

The internal audit function adopts the framework based on the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors.

The activities of the internal audit function during the year under review included:-

•	Developing the annual internal audit plan and proposing this plan to the Audit Committee;
•	Conducting scheduled internal audit engagements, focusing primarily on the adequacy and effectiveness of internal controls and recommending improvements where necessary;
•	Conducting follow-up reviews to assess if appropriate action has been taken to address issues highlighted in audit reports;
•	Presenting significant audit findings to the Audit Committee for consideration;
•	Conducting review of recurrent related party transactions;
•	Conducting discussions with management in identifying significant concerns and risk areas perceived by management for inclusion in the internal audit plan; and
•	Conducting discussions with management to identify, analyse, assess and prioritise the internal and external corruption risks, for the purpose of establishing appropriate processes, systems and controls to mitigate the specific corruption risks exposure.

Further details of the YTL Corp Group's internal audit function are contained in the Statement on Risk Management & Internal Control and the Audit Committee Report as set out in the Annual Report.

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING & MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

Communication with Shareholders & Other Stakeholders

The YTL Corp Group values dialogue with its stakeholders and constantly strives to improve transparency by maintaining channels of communication that enable the Board to convey information about performance, corporate strategy and other matters affecting stakeholders' interests. The Board believes that a constructive and effective investor relationship is essential in enhancing stakeholder value and recognises the importance of timely dissemination of information to stakeholders.

The Board ensures that shareholders are kept well-informed of any major development of the YTL Corp Group. Such information is communicated through the Annual Report, the various disclosures and announcements to Bursa Securities, including quarterly and annual results, and corporate websites. Corporate information, annual financial results, governance information, business reviews and future plans are disseminated through the Annual Report, whilst current corporate developments are communicated via the Company's corporate website at www.ytl.com and the YTL Corp Group's community website at www.ytlcommunity.com, in addition to prescribed information, including its interim financial results, announcements, circulars, prospectuses and notices, which is released through the official website of Bursa Securities.

The Executive Chairman, Managing Director and/or the Executive Directors meet with analysts, institutional shareholders and investors throughout the year not only to promote the dissemination of the YTL Corp Group’s financial results but to provide updates on strategies and new developments to ensure better understanding of the YTL Corp Group's operations and activities. Presentations based on permissible disclosures are made to explain the YTL Corp Group's performance and major development programs.

Whilst efforts are made to provide as much information as possible to its shareholders and stakeholders, the Directors are cognisant of the legal and regulatory framework governing the release of material and sensitive information so as to not mislead its shareholders. Therefore, the information that is price-sensitive or that may be regarded as undisclosed material information about the YTL Corp Group is not disclosed to any party until after the prescribed announcement to Bursa Securities has been made.

Conduct of General Meetings

The AGM is the principal forum for dialogue with shareholders. The Board provides opportunities for shareholders to raise questions pertaining to issues in the Annual Report, corporate developments in the YTL Corp Group, the resolutions being proposed and the business of the YTL Corp Group in general at every general meeting of the Company.

The Notice of the AGM and a circular to shareholders in relation to the renewal of the Company's share buy-back and recurrent related party transactions mandates, if applicable, are sent to shareholders at least 28 days prior to the AGM in accordance with the Code, which also meets the criteria of the Listing Requirements and Companies Act 2016, which require the Notice of AGM to be sent 21 days prior to the AGM. This provides shareholders with sufficient time to review the YTL Corp Group's financial and operational performance for the financial year and to fully evaluate new resolutions being proposed to make informed voting decisions at the AGM.

The Executive Chairman, Managing Director and Executive Directors take the opportunity to present a comprehensive review of the financial and non-financial performance of the YTL Corp Group, as well as progress and long-term strategies. The Directors provide appropriate answers in response to shareholders' questions during the meeting, thereby ensuring a high level of accountability, transparency and identification with the YTL Corp Group’s business operations, strategy and goals.

The Directors are mindful of the recommendation under the Code that all directors must attend general meetings and fully appreciate the need for their attendance at all such meetings. All Directors attended the Company's 39th AGM held on 6 December 2022.

Extraordinary general meetings are held as and when required to seek shareholders' approval. The Executive Chairman, Managing Director and Executive Directors take the opportunity to fully explain the rationale for proposals put forth for approval and the implications of such proposals for the Company, and to reply to shareholders' questions.

Where applicable, each item of special business included in the notice of the meeting is accompanied by an explanatory statement for the proposed resolution to facilitate full understanding and evaluation of the issues involved. All resolutions are put to vote by electronic poll voting and an independent scrutineer is appointed to verify poll results. The results of the electronic poll voting are announced in a timely manner, usually within half an hour of the voting process to enable sufficient time for the results to be tabulated and verified by the independent scrutineer.

The rights of shareholders, including the right to demand a poll, are found in the Constitution of the Company. At the 39th AGM of the Company, held on 6 December 2022, the resolutions put forth for shareholders' approval were voted on by way of a poll.

Where general meetings are held on a virtual basis, the Board utilises available platforms and technologies that support meaningful engagement with shareholders by ensuring smooth broadcast of the general meeting and enabling interactive participation by shareholders via facilities to submit questions before and during the general meeting. Questions posed by shareholders are made visible to all meeting participants during the meeting.

The Company engages professional service providers to manage and administer its general meetings who have in place the necessary data privacy and protection and cybersecurity policies and procedures to safeguard the information of the Company and its shareholders.

The Company endeavours to post the minutes of general meetings on the Company's website under the "Meetings " page at https://www.ytl.com/meetings no later than 30 business days after the general meeting.

Due to the outbreak of COVID-19 and as part of the safety measures to curb its spread, the 39th AGM of the Company was conducted as a fully virtual meeting through live streaming and online remote participation and voting using the TIIH Online System at https://tiih.com.my provided by the appointed share registrar and poll administrator, Tricor Investor & Issuing House Services Sdn Bhd.

The forthcoming 40th AGM will also be held on a fully virtual basis, the details of which can be found in the Notice of Annual General Meeting in the Annual Report.

This statement and the CG Report were approved by the Board on 11 October 2023.

Click here to view CG Report.

COMPOSITION

Members of the Audit Committee as at 30 June 2023 were as follows:-

Dato' Cheong Keap Tai
(resigned on 30 May 2023) (Chairman/Independent Non-Executive Director)

Dato' Ahmad Fuaad Bin Mohd Dahalan
(Member/Independent Non-Executive Director)

Faiz Bin Ishak
(redesignated as Chairman on 30 May 2023) (Member/Independent Non-Executive Director)

Choo Yoo Kwan @ Choo Yee Kwan
(appointed on 18 May 2023) (Member/Independent Non-Executive Director)

TERMS OF REFERENCE

Primary Purposes

The Committee shall:-

1.	Provide assistance to the Board of Directors ("Board") in fulfilling its fiduciary responsibilities relating to the corporate accounting and practices for YTL Corporation Berhad and its subsidiaries ("Group").
2.	Assist to improve the Company and the Group's business efficiency, the quality of the accounting function, the system of internal controls and the audit function to strengthen the confidence of the public in the Company's and the Group's reported results.
3.	Maintain through regularly scheduled meetings, a direct line of communication between the Board and the external auditors as well as internal auditors.
4.	Establish policies and procedures to assess the suitability, objectivity and independence of the external auditors.
5.	Ensure that the internal audit function is effective and able to function independently.
6.	Strengthen the role of the Independent Directors by giving them a greater depth of knowledge as to the operations of the Company and of the Group through their participation in the Committee.
7.	Act upon the Board's request to investigate and report on any issues or concerns in regard to the management of the Company and the Group.
8.	Review the effectiveness of the policies and procedures for whistle-blowing and anti-corruption.
9.	Instill discipline and control to reduce incidence of fraud.

Composition

1.	The Committee shall be appointed by the Board from amongst their number and shall comprise no fewer than three (3) members, all of whom must be non-executive directors, with a majority of them being Independent Directors.
2.	All members of the Audit Committee should be financially literate. At least one member of the Audit Committee:-
	(a)	must be a member of the Malaysian Institute of Accountants; or
	(b)	if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years' working experience and:-
		(i)	he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or
		(ii)	he must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967; or
	(c)	fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad ("Bursa Securities").
3.	The Board must ensure that no alternate Director is appointed as a member of the Audit Committee.
4.	The members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Director. The Chairman of the Committee shall not be the Chairman of the Board.
5.	In the event of any vacancy in the Committee resulting in the non-compliance of sub-paragraph 15.09(1) of the Bursa Securities Main Market Listing Requirements ("Main LR"), the Company must fill the vacancy within three (3) months.

Authority

The Committee shall in accordance with the procedure determined by the Board and at the cost of the Company:-

1.	have authority to investigate any matter within its terms of reference;
2.	have the resources which are required to perform its duties;
3.	have full and unrestricted access to any information pertaining to the Company and the Group;
4.	have authority to review and approve the appointment, renewal of appointment, replacement or removal of the Head of Internal Audit who reports directly to the Committee;
5.	have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;
6.	be able to obtain independent professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary;
7.	be able to convene meetings with the internal auditors without the presence of other directors and employees of the Company, whenever deemed necessary; and
8.	to meet with the external auditors at least twice a year without the presence of the other directors and employees of the Company.

Functions And Duties

The Committee shall, amongst others, discharge the following functions:-

1.	Financial Reporting
	(a)	Review the quarterly financial results and annual financial statements prior to its recommendation to the Board for approval, focusing particularly on:- changes in or implementation of major accounting policies and practices; significant matters highlighted including financial reporting issues, significant judgements made by management, significant and unusual events or transactions, and how these matters are addressed; the accuracy and adequacy of the disclosure of information essential to a fair and full presentation of the financial affairs of the Company and the Group; compliance with applicable approved accounting standards, other regulatory and legal requirements; and the going concern assumption.

2.	External Audit
	(a)	Review the audit plan, scope of audit and audit report with the external auditors;
	(b)	Review with the external auditors their evaluation of the system of internal controls, during the course of their audit, including any significant suggestions for improvements and management's response;
	(c)	Review the assistance given by the employees of the Company to the external auditors;
	(d)	Recommend the nomination of a person or persons as external auditors and the audit fee;
	(e)	Review any letter of resignation from the external auditors of the Company;
	(f)	Review whether there is reason (supported by grounds) to believe that the Company's external auditors are not suitable for re-appointment;
	(g)	Review any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the external auditors.

3.	Internal Audit
	(a)	Review the adequacy of the scope, competency and resources of the internal audit function and that it has the necessary authority and resources to carry out its work;
	(b)	Review the internal audit plan, processes, the results of the internal audit assessments, investigation undertaken and whether or not appropriate action is taken on the recommendations;
	(c)	Review any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the internal auditors.

4.	Related Party Transactions
	(a)	Review any related party transaction and conflict of interest situation that arose, persist or may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity, and the measures taken to resolve, eliminate or mitigate such conflicts.

5.	Employees Share Option Scheme ("ESOS")
	(a)	Verify allocation of share options to the eligible employees pursuant to the criteria set out in the By-Laws of the ESOS in accordance to the Main LR.

6.	Other Matters
	(a)	Carry out any other function that may be mutually agreed upon by the Committee and the Board which would be beneficial to the Company/Group and ensure the effective discharge of the Committee's duties and responsibilities;
	(b)	Promptly report to Bursa Securities on any matter reported by it to the Board of the Company which has not been satisfactorily resolved resulting in a breach of the Main LR.

Meetings

1.	To form a quorum in respect of a meeting of the Committee, the majority of members present must be Independent Directors.
2.	The Committee shall meet at least five (5) times a year, although additional meetings may be called at any time at the discretion of the Chairman of the Committee. An agenda shall be sent to all members of the Committee and any other persons who may be required/invited to attend. All meetings to review the quarterly financial results and annual financial statements, shall be held prior to such quarterly financial results and annual financial statements being presented to the Board for approval.
3.	Notwithstanding item 2 above, upon the request of any member of the Committee, the external auditors or the internal auditors, the Chairman of the Committee shall convene a meeting of the Committee to consider any matter which should be brought to the attention of the Directors or shareholders.
4.	The external auditors have the right to appear and be heard at any meeting of the Committee and shall appear before the Committee when required to do so by the Committee.
5.	The Committee may invite any Board member or any member of the management within the Company/Group whom the Committee thinks fit to attend its meetings to assist in resolving and clarifying matters raised in audit reports.
6.	The internal auditors shall be in attendance at meetings of the Committee to present and discuss the audit reports of findings and the recommendations relating thereto and to follow up on decisions made at these meetings.
7.	The Committee may establish any regulations from time to time to govern its administration.

Minutes

1.	The Secretary shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated.
2.	Minutes of each meeting shall also be distributed to the members of the Committee prior to each meeting.
3.	Detailed minutes of the Committee's meetings will be made available to all Board members. A summary of significant matters and resolutions will be reported to the Board by the Committee.
4.	The books containing the minutes of proceedings of any meeting of the Committee shall be kept by the Company at the registered office of the Company and shall be opened to the inspection of any member of the Committee or the Board.

Secretary

The Secretary to the Committee shall be the Company Secretary.

NUMBER OF MEETINGS HELD AND DETAILS OF ATTENDANCE

During the financial year, a total of 5 Audit Committee Meetings were held and the details of attendance are as follows:-

	Attendance
Dato' Cheong Keap Tai	5
Dato' Ahmad Fuaad Bin Mohd Dahalan	5
Faiz Bin Ishak	5
Choo Yoo Kwan @ Choo Yee Kwan	1

SUMMARY OF WORK CARRIED OUT DURING FINANCIAL YEAR

The Audit Committee carried out the following work during the financial year ended 30 June 2023 in the discharge of its functions and duties:-

1.	Overseeing Financial Reporting
	(a)	Reviewed the following quarterly financial results and annual financial statements ("Financial Reports") prior to its recommendation to the Board of Directors for approval:- Quarterly financial results for the fourth quarter of financial year ended 30 June 2022, and the annual audited financial statements for the financial year ended 30 June 2022 at the Audit Committee meetings held on 24 August 2022 and 28 September 2022, respectively; First, second and third quarters of the quarterly results for the financial year ended 30 June 2023 at the Audit Committee meetings held on 23 November 2022, 22 February 2023 and 24 May 2023, respectively.
	(b)	At the Audit Committee meetings, the Financial Reports were presented by the Senior Finance Manager wherein the following matters were reviewed and confirmed, with clarification and/or additional information provided wherever required by the Managing Director/Executive Director primarily in charge of the financial management of the Company:- Appropriate accounting policies had been adopted and applied consistently, and other statutory and regulatory requirements had been complied with; The Company has adequate resources to continue in operation for the foreseeable future and that there are no material uncertainties that could lead to significant doubt as to the Group’s ability to continue as a going concern; Significant judgements made by management in respect of matters such as impairment assessment of goodwill, carrying value of investment, and post-employment benefit obligations and the underlying assumptions and/or estimates used were reasonable and appropriate in accordance with the requirements of the Malaysian Financial Reporting Standards ("MFRS"); Adequate processes and controls were in place for effective and efficient financial reporting and disclosures under the MFRS and Bursa Malaysia Securities Berhad Main Market Listing Requirements ("Listing Requirements"); The Financial Reports were fairly presented in conformity with the relevant accounting standards in all material aspects.

2.	External Audit
	(a)	Reviewed with the external auditors, HLB Ler Lum Chew PLT ("HLB"):- their status report, and final report on the audit of the financial statements for financial year ended 30 June 2022 setting out their comments and conclusions on the significant audit and accounting matters highlighted, including management's judgements, estimates and/or assessments made, and adequacy of disclosures in the financial statements; the audit plan for the financial year ended 30 June 2023 outlining, amongst others, their scope of work, and areas of audit emphasis and multi-location audit, and development in laws and regulations affecting financial reporting and the roles and responsibilities of directors/audit committee members and auditors;
	(b)	Reviewed the audit fees proposed by the HLB together with management and recommended the negotiated fees agreed by HLB to the Board of Directors for approval;
	(c)	Had discussions with HLB thrice during the financial year, on 24 August 2022, 28 September 2022 and 24 May 2023, without the presence of management, to discuss matters concerning the audit and financial statements. The Audit Committee also enquired about the assistance and co-operation given by management to HLB.
	(d)	Reviewed the profiles of the audit engagement team which enabled the Audit Committee to assess their qualifications, expertise, resources, and independence, as well as the effectiveness of the audit process. The external auditors also confirmed their independence in each of the reports presented to the Audit Committee. The Audit Committee also reviewed on a regular basis, the nature and extent of the non-audit services provided by HLB and was satisfied with the suitability, performance, independence and objectivity of HLB.
	(e)	Assessed the performance of HLB for the financial year ended 30 June 2022 and recommended to the Board of Directors for re-appointment at the annual general meeting held on 6 December 2022.

3.	Internal Audit
	(a)	Reviewed with the internal auditors the internal audit reports (including follow-up review reports), the audit findings and recommendations, management’s responses and/or actions taken thereto, and ensured that material findings were satisfactorily addressed by management;
	(b)	Reviewed and adopted the internal audit risk analysis reports for 2023. Internal audit would leverage on the Group’s risk analysis to focus on the business processes and relevant areas that address the key risks identified;
	(c)	Reviewed the Anti-Bribery and Corruption Risk Assessment reports to effectively managing the risks identified within the Group.
	(d)	Reviewed and adopted the risk-based internal audit plan for financial year ending 30 June 2024 to ensure sufficient scope and coverage of activities of the Company and the Group;
	(e)	Reviewed internal audit resourcing, with focus on ensuring that the function has sufficient resources together with the right calibre of personnel to perform effectively, and that the head of internal audit has adequate authority to discharge his functions objectively and independently.

4.	Recurrent Related Party Transactions of a Revenue or Trading Nature ("RRPT")
	(a)	Reviewed, on a quarterly basis, the RRPT entered into by the Company and/or its subsidiaries with related parties to ensure that the Group's internal policies and procedures governing RRPT are adhered to, the terms of the shareholder mandate are not contravened, and disclosure requirements of the Listing Requirements are observed;
	(b)	Received updates on the directorships and shareholdings held by the Directors of the Company and persons connected with them via the general notices given under and in accordance with Section 221 of the Companies Act, 2016 tabled at board meetings. These disclosures enabled an assessment of the potential or actual conflicts of interest which may arise in relation to related party transactions or RRPT;
	(c)	Reviewed the RRPT for financial year ended 30 June 2022 and assessed whether shareholder mandate should be sought at the Annual General Meeting, prior to its recommendation to the Board of Directors for approval.

5.	Annual Report
	Reviewed the Audit Committee Report, and Statement on Risk Management and Internal Control before recommending these to the Board of Directors for approval for inclusion in 2022 Annual Report.

6.	Employees Share Option Scheme ("ESOS")
	Reviewed the verification of share options allocation to the eligible employees approved by the options committee on 23 May 2022 and concurred that the allocation under the ESOS complied with the criteria set out in the By-Laws of the ESOS.

INTERNAL AUDIT FUNCTION

The objective of the Internal Audit ("IA") is to help management evaluate the effectiveness and efficiency of the internal control systems. The IA is part of the Company and the Group's governance system, and according to the Malaysian Code on Corporate Governance, the IA is in charge of supervising internal control activities. IA's goal is to focus mainly on risk-based audits related to operations and compliance that are aligned with the risks of the Company and the Group to ensure that the relevant controls addressing those risks are reviewed.

During the year, the IA Department evaluated the adequacy and effectiveness of key controls in responding to risks within the organisation's governance, operations and information systems regarding:-

reliability and integrity of financial and operational information;
effectiveness and efficiency of operations;
safeguarding of assets; and
compliance with relevant laws, regulations and contractual obligations.

The work of the internal audit function during the year under review include the following:-

1.	Developed the annual internal audit plan and proposed the plan to the Audit Committee.
2.	Conducted scheduled and special internal audit engagements, focusing primarily on the adequacy and effectiveness of internal controls and recommending improvements where necessary.
3.	Conducted follow-up reviews to assess if appropriate action has been taken to address issues highlighted in previous audit reports.
4.	Presented significant audit findings and areas for improvements raised by the IA to the Audit Committee for consideration on the recommended corrective measures together with the management's response.
5.	Conducted RRPT reviews to assess accuracy and completeness of reporting for presentation to the Audit Committee, and ensure compliance with the Listing Requirements.
6.	Conducted discussions with management in identifying significant concerns and risk areas perceived by management for inclusion in the internal audit plan.
7.	Conducted discussions with management to identify, analyse, assess and prioritise the internal and external corruption risks, for the purpose of establishing appropriate processes, systems and controls to mitigate the specific corruption risks exposure.

Costs amounting to RM3,370,345 were incurred in relation to the internal audit function for the financial year ended 30 June 2023.

NOMINATING COMMITTEE ("NC")

The NC assists the Board of Directors of YTL Corporation Berhad (the "Company") ("Board") in discharging its responsibilities by overseeing the selection and assessment of Directors to ensure that the composition of the Board meets the needs of the Company and its subsidiaries ("YTL Corp Group").

The terms of reference of the NC can be found under the "Governance" section on the Company's website at www.ytl.com.

Members of the NC as at 30 June 2023 were as follows:-

Faiz Bin Ishak (Chairman)
Dato' Cheong Keap Tai (resigned on 30 May 2023)
Raja Noorma Binti Raja Othman
Choo Yoo Kwan @ Choo Yee Kwan (appointed on 18 May 2023)

The NC met four (4) times during financial year ended 30 June 2023, attended by all members.

BOARD NOMINATION AND ELECTION PROCESS AND CRITERIA USED

The NC is responsible for considering and making recommendations to the Board, candidates for directorship when the need arises such as to fill a vacancy arising from resignation or retirement or to close any skills, competencies, experience or diversity gap that has been identified or to strengthen Board composition. Candidates may be proposed by the Managing Director or any Director or shareholder and must fulfil the requirements prescribed under the relevant laws and regulations for appointment as director. A candidate's suitability for appointment will be based primarily on the individual's merits, fitness and propriety in accordance with the Fit and Proper Policy adopted by the Board, as well as the strategic aim for the appointment.

ACTIVITIES OF THE NC FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023

Review of the following:-

Candidate proposed for appointment as a member of the Board and concurrently as a member of each of the Board Committees
Redesignation of a director as Chairman of the Audit Committee

In May 2023, the NC evaluated and recommended to the Board, the following persons who were nominated to fill the vacant position arising from the resignation of Dato' Cheong Keap Tai on 30 May 2023 pursuant to the 12-years tenure limit for independent directors under the Bursa Malaysia Securities Berhad ("Bursa Securities") Main Market Listing Requirements ("Listing Requirements"), which came into effect on 1 June 2023:

Name		Nominated for
(1)	Choo Yoo Kwan @ Choo Yee Kwan ("Mr YK Choo")	Appointment to the Board, Audit Committee ("AC"), Remuneration Committee and NC
(2)	Faiz Bin Ishak ("Encik Faiz")	Redesignation as chairman of the AC

The NC evaluated each candidate in accordance with the Fit and Proper Policy adopted by the Board, amongst others, the candidates' background, knowledge, experience, skills, external appointments and associated time commitments expected of the roles.

For Mr YK Choo's candidacy, the NC evaluated the declaration of fit and properness provided and considered his qualifications and his extensive experience in the area of risk management in the banking industry, both locally and abroad, and his achievements and contributions to the industry to be a right fit to the role required. Mr YK Choo has also fulfilled the critical independence criteria necessary for the role as well as able to devote adequate time to fulfil his responsibility effectively. The NC concurred that he fulfilled the criteria necessary for the position of independent director.

As Encik Faiz was also member of the Board and Board Committees, the NC already had insights into his character, integrity and attributes. The NC (with the abstention of Encik Faiz) regarded Encik Faiz as having the right fit for the role as chairman of the AC and has the necessary qualifications and experience to lead and steer the AC.

Review of Directors standing for re-election

In June 2023, based on the schedule of retirement by rotation and in conjunction with the annual evaluation exercise, the NC recommended to the Board that:-

Mr YK Choo who was appointed during the year and is due to retire pursuant to Article 85 of the Company's Constitution at the Fortieth Annual General Meeting ("AGM"), stands for re-election.
The NC was satisfied that there were no changes to the information or factors since his appointment on 18 May 2023 that could materially compromise his fitness and propriety as a director on the Board, and is confident of Mr YK Choo's ability to perform and contribute effectively and demonstrate the independence of character and judgement expected of him. As such, the NC recommended that he stands for re-election.
Tan Sri (Sri) Francis Yeoh Sock Ping, Dato' Yeoh Soo Min, Dato' Yeoh Seok Kian and Dato' Yeoh Seok Hong ("Retiring Directors"), who are due to retire by rotation pursuant to Article 86 of the Company's Constitution at the AGM of the Company, stand for re-election.
As the Retiring Directors are all executive directors, who have a wealth of experience, knowledge and insights of the business, operations and growth strategies of the YTL Corp Group, the NC was satisfied that they performed and contributed effectively as indicated by the performance evaluation results. The NC also considered their fitness and propriety, in particular their character and integrity, experience and competence, as well as their time commitment to their roles and responsibilities. As such, the NC recommended to the Board that they stand for re-election.

iii

Review of Directors proposed for continuing in office as INED

Encik Faiz and Dato' Ahmad Fuaad Bin Mohd Dahalan ("Dato' Ahmad Fuaad") have each served on the Board for more than 9 years.

Encik Faiz will reach the 12 years' tenure limit at the end of 30 November 2023. He will step down from the Board by 30 November 2023 or redesignated as non-independent director on 1 December 2023.

The NC conducted a rigorous review on the independency of Dato' Ahamd Fuaad and evaluated his declaration of fit and properness provided by him. The NC (with abstention of the relevant member in the deliberation) considered that he brings with him a collective wealth of experience, knowledge and insights of the business, operations and growth strategies of the YTL Corp Group. He continues to demonstrate the independence of character and judgement expected which enable him to discharge his responsibilities effectively and with integrity, and devote the necessary time required to his role. For these reasons, resolution for his continuing in office as INED of the Company is recommended for the consideration of the members at the AGM.

Annual evaluation

In May 2023, the annual evaluation of the effectiveness of the Board as a whole, the Board Committees and individual and/or Independent Directors was carried out with the objectives of assessing whether the Board and the Board Committees, as well as the Directors have effectively performed its/their roles and fulfilled its/their responsibilities, and devoted sufficient time commitment to the Company's affairs; and to recommend areas for improvement. The evaluation exercise was facilitated by the Company Secretary and took the form of completion of questionnaires/evaluation forms.

Besides composition and diversity, Board effectiveness evaluation covered the areas of quality of governance and decision making, including ability in addressing and managing the Company's material sustainability risk and opportunities, while Board Committees were assessed on their composition, expertise, and whether their functions and responsibilities were effectively discharged in accordance with their respective terms of reference.

Individual Directors were evaluated on their fit and properness, caliber, character and integrity, contribution, performance and time commitment; whether they have shown the will and ability to deliberate constructively, ask the right questions and confidence to stand up for a point of view.

Results of the evaluations indicated no evident weaknesses or shortcomings which require mitigating measure. The Board and the Board Committees continue to operate effectively and the performance of the Directors and the time commitment in discharging their duties as Directors of the Company for the year ended 30 June 2023 were satisfactory.

The NC, with the concurrence of the Board was of the view that the Board is of the right size and has an appropriate mix of skills, experience, perspective, independence and diversity, including gender diversity needed to meet the needs of the Company.

Review of the NC Statement for financial year ended 30 June 2022

The NC Statement was reviewed by the NC prior to its recommendation to the Board for inclusion in 2022 Annual Report.

Review of the evaluation criteria in the evaluation forms

The NC reviewed the revised and new evaluation criteria set out in the evaluation forms to ensure consistency with the Malaysian Code on Corporate Governance and the Listing Requirements.

POLICY ON BOARD COMPOSITION
As the Board's overriding aim is to maintain a strong and effective Board, it seeks to ensure that all appointments are made on merit, taking into account the collective balance of elements such as skills, experience, age, gender, ethnicity, background and perspective. The Board recognises the importance of encouraging and developing female talent at all levels. Currently, there are three female directors on the Board and make up 25% of the full Board. Although it has not set any specific measurable objectives, the Board intends to continue its current approach to diversity in all aspects while at the same time seeking Board members of the highest caliber, and with the necessary strength, experience and skills to meet the needs of the Company.

INDUCTION, TRAINING AND DEVELOPMENT OF DIRECTORS
Upon joining the Board, a newly appointed Director will be given an induction pack containing the Company's annual report, various policies adopted by the Company, terms of references of the Board Committees, Constitution, and schedule of meetings of the Board and Board Committees (if the Director is also a Committee member) which will serve as an initial introduction to the YTL Corp Group as well as an ongoing reference. This is followed by familiarisation visits to the Group's operational sites and meetings with senior management where practicable and appropriate.

The Board, through the NC, assesses the training needs of its Directors on an ongoing basis by determining areas that would best strengthen their contributions to the Board.

Besides the findings from the annual performance evaluation of Directors, which provide the NC with useful insights into the training needs of the Directors, each Director is requested to identify appropriate training that he/she believes will enhance his/her contribution to the Board.

The Board has taken steps to ensure that its members have access to appropriate continuing education programmes. The Company Secretary facilitates the organisation of in-house development programmes and keeps Directors informed of relevant external training programmes.

During the financial year ended 30 June 2023, the following seven in-house training programmes were organised for the Directors:-

Cybersecurity Training – Imposter Among Us;
Cybersecurity Training – Cyberattacks;
Cybersecurity Training – Best Practices;
YTL LEAD Conference 2022;
Anti-Bribery & Corruption (ABC) Refresher Course;
Directors Guide to Machine Learning and Artificial Intelligence;
Sustainable Finance.

All the Directors have undergone training programmes during the financial year ended 30 June 2023. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas:-

Seminars/Conferences/Training		Attended by
🢒	Risk Management/Compliance/Anti-Corruption/Environmental, Social & Governance/Sustainability
	Board Awareness Session on Anti-Bribery and Anti-Corruption Laws and Corruption Risk Assessment (25 August 2022)	Raja Noorma Binti Raja Othman
	CKM Advisory Sdn Bhd: Key Amendments to Listing Requirements 2022 (20 September 2022)	Faiz Bin Ishak
	Sustainable Fitch Events: ESG Outlook Conference 2023 APAC (1 November 2022)	Dato' Yeoh Soo Min
	The Securities Commission Malaysia's Audit Oversight Board: Conversation with Audit Committees – "How the Audit Committees and Auditors can work together towards reliable audited financial statements" (Sessions 1 and 2) (17 November 2022 and 6 December 2022)	Dato' Ahmad Fuaad Bin Mohd Dahalan
	The Securities Commission Malaysia's Audit Oversight Board: Conversation with Audit Committees – "How the Audit Committees and Auditors can work together towards reliable audited financial statements" (Session 1) (17 November 2022)	Faiz Bin Ishak
	Malaysian Institute of Management ("MIM") Crucial Conversations Webinar: Accelerating Sustainability for Corporate Malaysia - Building a Better Future by Unlocking ESG Opportunities (7 December 2022)	Dato' Yeoh Soo Min
	MIM Hybrid Conference: Building Towards a Corrupt-Free Nation – Fighting Corruption and Embracing a Culture of Compliance for Good Governance (15 December 2022)	Dato' Yeoh Soo Min
	Invest Malaysia Webinar: Reshaping Malaysia's Narrative Series 1: Strengthening Resilience & Sustaining Growth (8 March 2023)	Dato' Yeoh Soo Min
	Anti-Bribery & Corruption (ABC) Refresher Course (March 2023)	Tan Sri (Sir) Francis Yeoh Sock Ping Dato' Mark Yeoh Seok Kah Dato' Ahmad Fuaad Bin Mohd Dahalan Syed Abdullah Bin Syed Abd. Kadir
	PwC: Briefing on ESG (28 March 2023)	Raja Noorma Binti Raja Othman
	Institute of Singapore Chartered Accountants/ SAC Capital: Sustainability E-Training for Directors (17 May 2023)	Tan Sri (Sir) Francis Yeoh Sock Ping
	Sustainable Finance (31 May 2023)	Tan Sri (Sir) Francis Yeoh Sock Ping Dato' Yeoh Soo Min Dato' Yeoh Soo Keng Dato' Mark Yeoh Seok Kah Syed Abdullah Bin Syed Abd. Kadir
	Asia School of Business: Remaking Corporate Governance for an ESG World (31 May 2023)	Choo Yoo Kwan @ Choo Yee Kwan
	Anti-Bribery and Corruption – Revisiting Section 17A of the MACC Act on Corporate Liability Provision – Developing a Robust Anti Bribery & Corruption Framework as Lines of Defense (7 June 2023)	Raja Noorma Binti Raja Othman
🢒	Leadership and Business Management
	ICDM: International Directors Summit (26-28 September 2022)	Raja Noorma Binti Raja Othman
	Leaps of Knowledge – Recreation (8 October 2022)	Dato' Yeoh Soo Min
	YTL LEAD Conference 2022 (9 November 2022)	Tan Sri (Sir) Francis Yeoh Sock Ping Dato' Yeoh Seok Kian Dato' Yeoh Soo Min Dato' Yeoh Seok Hong Dato' Sri Michael Yeoh Sock Siong Dato' Yeoh Soo Keng Dato' Mark Yeoh Seok Kah Dato' Ahmad Fuaad Bin Mohd Dahalan Syed Abdullah Bin Syed Abd. Kadir Faiz Bin Ishak
	Webinar by DBS Singapore: Quality amidst Uncertainties (21 November 2022)	Dato' Yeoh Soo Min
	Corporate Treasurer's Treasury Week: Cash Supply Chain & Digitalisation Strategies (23 November 2022)	Dato' Yeoh Soo Min
	FIDE: Board Leadership Series – Can America stop China's rise? Will ASEAN be damaged? (12 January 2023)	Raja Noorma Binti Raja Othman
	Asia Business Council: 2023 Spring Forum – The Changing Landscape of Asian Business and Innovation (16-18 March 2023)	Dato' Yeoh Seok Hong
	FIDE Forum Webinar – Understanding the Impact of Digital Transformation in the Financial Industry: What Board Members Need to Know (13 June 2023)	Choo Yoo Kwan @ Choo Yee Kwan
🢒	Cybersecurity/Technology
	Cybersecurity Training – Imposter Among Us (July 2022)	Tan Sri (Sir) Francis Yeoh Sock Ping Dato' Mark Yeoh Seok Kah Dato' Ahmad Fuaad Bin Mohd Dahalan Syed Abdullah Bin Syed Abd. Kadir
	Cybersecurity Training – Cyberattacks (September 2022)	Tan Sri (Sir) Francis Yeoh Sock Ping Dato' Mark Yeoh Seok Kah Dato' Ahmad Fuaad Bin Mohd Dahalan Syed Abdullah Bin Syed Abd. Kadir
	Cybersecurity Training – Best Practices (October 2022)	Tan Sri (Sir) Francis Yeoh Sock Ping Dato' Mark Yeoh Seok Kah Dato' Ahmad Fuaad Bin Mohd Dahalan Syed Abdullah Bin Syed Abd. Kadir
	Directors Guide to Machine Learning and Artificial Intelligence (3 April 2023)	Tan Sri (Sir) Francis Yeoh Sock Ping Dato' Yeoh Seok Kian Dato' Yeoh Soo Min Dato' Yeoh Seok Hong Dato' Yeoh Soo Keng Dato' Mark Yeoh Seok Kah Dato' Ahmad Fuaad Bin Mohd Dahalan Syed Abdullah Bin Syed Abd. Kadir Faiz Bin Ishak Raja Noorma Binti Raja Othman
	J.P. Morgan: Presentation on Insurtech (6 April 2023)	Raja Noorma Binti Raja Othman
	Asia School of Business: Understanding the Cybersecurity Landscape (19 June 2023)	Raja Noorma Binti Raja Othman
🢒	Finance/Economy/Capital Markets/Investment
	Webinar by DBS Singapore: Second Half 2022 Market Outlook - Rising Above Inflation (5 July 2022)	Dato' Yeoh Soo Min
	Fitch Ratings Events – Islamic Finance in a Volatile World (25 August 2022)	Dato' Yeoh Soo Min
	Sibos 2022 Conference: Progressive Finance For A Changing World (10 - 13 October 2022)	Raja Noorma Binti Raja Othman
	40th JAMECA-MAJECA Joint Conference: Deepening Economic Relations Between Japan and Malaysia through Multi-Layered Co-Creation (25 May 2023)	Dato' Yeoh Seok Kian

TERMS OF REFERENCE
NOMINATING COMMITTEE ("COMMITTEE")

1.	Primary Purposes
	1.1	To provide assistance to the Board of Directors ("Board") in overseeing the selection and assessment of Directors to ensure that the Board composition meets the need of YTL Corporation Berhad and its subsidiaries ("Group").
	1.2	To develop, maintain and review the criteria to be used in the recruitment process and annual assessment of Directors and the independence of Independent Directors.
	1.3	To recommend suitable candidate(s) for appointments to the Board and the Committee of the Board.
	1.4	To facilitate Board induction and training programmes.

2.	Composition
	2.1	The Committee shall be appointed by the Board from amongst their number and shall comprise no fewer than three (3) members, all of whom must be Non-Executive directors, with a majority of them being Independent Non-Executive Directors.
	2.2	The members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Non-Executive Director.
	2.3	Members of the Committee may relinquish their membership in the Committee with prior written notice to the Company Secretary and may continue to serve as directors of the Company.
	2.4	In the event that the number of members is reduced below three (3), the Board shall appoint such new members as may be required as soon as practicable provided that the composition of the Committee shall meet the criteria set out in Clause 2.1 above.

3.	Authority
	The Committee, in carrying out its duties and responsibilities, shall in accordance with the procedure determined by the Board and at the cost of the Company:-
	3.1	have the resources which are required to perform its duties;
	3.2	have full and unrestricted access to any information pertaining to the Company and the Group;
	3.3	be able to obtain independent professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary; and
	3.4	have access to the advice and services of the Company Secretary.

4.	Functions and Duties
	The Committee shall, amongst others, discharge the following functions:-
	4.1	To formulate the nomination, selection and succession policies for members of the Board.
	4.2	To recommend to the Board suitable candidates for appointments, the re-appointments/re-election of Directors to the Board and any removals, and appointment of members of Board Committee established by the Board. In making its recommendation, the Committee should consider and assess the candidates' character, skills, knowledge, expertise and experience, professionalism, integrity, competence, commitment, contribution and time to effectively discharge his/her role as a director, and in the case of candidates for the position of independent non-executive directors, to evaluate the candidates' ability to discharge such responsibility/functions as expected from independent non-executive directors.
	4.3	Review annually the overall composition of the Board in terms of the appropriate size, mix of skills, experience and other qualities of the Board, the balance between executive directors, non-executive and independent directors, and other core competencies required.
	4.4	Assess annually the effectiveness of the Board and Board Committees as well as the contribution by each individual Director and Board Committee.
	4.5	Establish a set of quantitative and qualitative performance criteria to review and evaluate the performance of each member of the Board.
	4.6	Develop criteria to assess independence for application by the Board upon admission, annually and when any new interest or relationship develops.
	4.7	Establish a policy formalising Board's approach to boardroom diversity and ensure disclosure in the Annual Report its gender diversity policies.
	4.8	Facilitate and determine board induction and continuing education programmes to be provided for the Board in areas that would best strengthen their contributions to the Board.

5.	Meetings
	5.1	The quorum for each meeting shall be two (2) members of the Committee including the Chairman. No business shall be transacted at any meeting of the Committee unless the quorum is present. The meeting of the Committee shall be governed by the provisions of the Company's Articles of Association relating to Board meetings unless otherwise provided for in this Terms of Reference.
	5.2	A member of the Committee may participate in a meeting by means of a telephone conference or video conference or any other means of audio-visual communications and shall be deemed to be present in person at the meeting and shall be entitled to vote or counted in a quorum.
	5.3	The Committee may at its discretion and as necessary, invite any Board member or any member of the Management within the Company/Group whom the Committee thinks fit to attend its meetings to carry out the Committee's responsibilities.
	5.4	The Committee shall meet at least once a year, although additional meetings may be called at any time at the discretion of the Chairman of the Committee. An agenda shall be sent to all members of the Committee and any other persons who may be required/invited to attend.
	5.5	Notwithstanding item 5.4 above, upon the request of any member of the Committee, the Chairman of the Committee shall convene a meeting of the Committee to consider any matter which should be brought to the attention of the Board.
	5.6	Where only two (2) members are competent to vote on a question in issue and there is an equality in vote, the resolution shall be deemed not to have been passed, whereupon the question in issue shall be tabled at the next meeting of the Committee or referred to the Board, whichever is more expedient.
	5.7	The Committee may deal with matters by way of circular resolution in lieu of convening a formal meeting.
	5.8	All recommendations and findings of the Committee shall be submitted to the Board for approval.
	5.9	The Committee may establish any regulations from time to time to govern its administration.

6.	Minutes
	6.1	The Secretary shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated.
	6.2	Minutes of each meeting shall also be distributed to the members of the Committee.
	6.3	Minutes of the Committee's meetings will be made available to all Board members. A summary of significant matters and resolutions will be reported to the Board by the Committee.
	6.4	The books containing the minutes of proceedings of any meeting of the Committee shall be kept by the Company at the registered office of the Company and shall be opened to the inspection of any member of the Committee or the Board.

7.	Secretary
	The Secretary to the Committee shall be the Company Secretary.

YTL Corporation Berhad (herein after referred to as "YTL") operates in the UK through several UK legal entities primarily across the Water and Hotel sectors. As a result of the Group's operational structures and the different divisions involved, not all UK entities are held by a single UK Holding company. Having said this, each company adopts the same philosophy and ensures that all its activities are of the highest legal and ethical standards.

This Tax Strategy for the year ended 30 June 2024 is provided in compliance with the requirements of paragraphs 16(2) and 19(2), Schedule 19 Finance Act 2016 and covers all YTL entities resident in the UK as listed in the Group's annual accounts, referred to as the "UK Group" in this policy.

YTL's attitude towards UK tax planning

The UK Group's approach to tax is fully aligned with YTL's overall objectives. The UK Group seeks to comply with the spirit and letter of UK tax legislation and claims all tax reliefs and allowances it is entitled to. The UK Group will consider reasonable tax planning opportunities which are in line with its risk appetite. As a general rule, the UK Group does not enter into complicated structures nor engages in any aggressive or artificial tax planning, as the UK Group does not believe it is the correct thing to do.

Due to the size and complexity of the UK tax system, tax is a complicated area and uncertainties will arise. Consistent with other business areas, the UK Group will seek external advice when required.

Approach to risk management and governance arrangements in relation to UK tax

The Finance Director/Chief Finance Officer for each member of the UK Group is ultimately responsible for the tax strategy and engages with relevant individuals across the UK Group to ensure the tax strategy is implemented and monitored. Board oversight over each member of the UK Group's tax policy is exercised by the Board and the Audit and Risk Committee where one exists.

Due to the nature of the sectors YTL operates in the UK, the UK Group incurs significant capital expenditure. Consequently, obtaining tax relief on capital expenditure is a key factor affecting the UK Group. Other factors such as changes in tax legislation or changes in interpretations may also impact the amount of tax due by members of the UK Group.

The level of risk in relation to UK tax YTL is prepared to accept

The UK Group adopts a risk averse and cautious approach to tax. In addition, tax is included as part of the UK Group's risk assessment framework. The overall risk framework is monitored by members of the UK Group with regular updates provided to the relevant Board.

YTL's approach towards its dealing with HMRC

The UK Group has an open, regular and professional dialogue with all departments across HMRC. As part of its Large Business Directorate, HMRC has carried out a risk assessment for most members of the UK Group. The outcome of these risk reviews has always resulted in those entities being treated as low risk by HMRC. The UK Group is committed to maintain this low risk status in the long term.

Members of the UK Group outside of the HMRC large Business directorate have the same objective. All members of the UK Group believe that its approach to tax and early engagement with HMRC on any area of uncertainty are significant factors in maintaining this low risk rating.

Relevant members of the UK Group will also engage with HMRC on industry wide matters through its membership of industry bodies such as Water UK.

CODE OF CONDUCT & BUSINESS ETHICS
This Code of Conduct & Business Ethics sets out the acceptable general practices and ethics that guide the employees of the YTL Group of Companies ("YTL Group").

Conduct At The Workplace

1.	Accountability
	1.1	All employees of the YTL Group are responsible for acting in accordance to the Core Values, policies and Code of Conduct of the YTL Group ("Code") and ensure compliance with the relevant laws, rules and regulations of the respective countries that the YTL Group conducts its business in.
	1.2	Any employee of the YTL Group who violates the Code is deemed to have committed a serious misconduct and may be subjected to disciplinary action, including dismissal, depending on the facts, severity and circumstances of each case. Any serious violations may also subject the individual employee to civil or criminal implications.
	1.3	All employees of the YTL Group are obliged to exercise all reasonable care in safeguarding the YTL Group's properties and assets, including for the avoidance of doubt, data and intellectual property against any loss, damage, misuse, illegal use and/or theft and are expected to use such resources for the YTL Group's business purposes.

2.	Non-Discrimination
	2.1	The YTL Group maintains a policy of non-discrimination and greatly values and respects the diversity, cultural and religious differences of its employees.
	2.2	All employees of the YTL Group are expected to cooperate and support the YTL Group's vision of cultivating and maintaining a work environment that is free from discrimination and respectful of differences among employees.
	2.3	During the hiring process, candidates will also be evaluated based on their willingness to adhere to the vision, values and overall corporate culture of the YTL Group.

3.	Business Communications
	3.1	All employees of the YTL Group are expected to exercise due care, diligence and etiquette in all work-related communications, be it in written form, verbal or otherwise, and to ensure that the contents are clear, truthful, courteous and accurate.
	3.2	The YTL Group exercises a no tolerance policy for any communications made by its employees over the course of business and/or using the YTL Group's resources that contain any material found to be discriminatory, defamatory, offensive, contains sexual connotations, pornographic, misleading and/or any other communications of a similar nature.

4.	Record Keeping
	4.1	All employees of the YTL Group are to ensure that they undertake proper record keeping of all commercial arrangements, transactions, accounts, communications and information, particularly where it is required in law. Employees must never delete, destroy or discard any records without authorisation and particularly where it is to hide a wrongdoing or a mistake.
	4.2	Any falsification or improper alterations of records are strictly prohibited. This includes that an employee of the YTL Group should not be giving instructions to any other person, including colleagues and third parties, to prepare or approve false or misleading records to either hide the true nature of the records, or to achieve an improper purpose that will otherwise be in violation of any laws or policies of the company or the YTL Group.
	4.3	Any discrepancies or inaccuracies within a record must be immediately and properly resolved with appropriate corrections, including informing any related parties who need to know of such corrections.

5.	Personal Data Protection Notice
	5.1	The YTL Group respects and is committed to the protection of employee's personal information and privacy. The Personal Data Protection Notice issued to employees explains how the YTL Group collects and handles employee information in accordance with the Malaysian Personal Data Protection Act 2010.
	5.2	All employees of the YTL Group, particularly employees who have access to personal data of any persons, whether employees, consultants, customers, suppliers, and/or any related party whereby personal data is processed and accessed, must not unlawfully use, access and/or revise such personal data for any purpose or reason. All employees are to ensure that such personal data processed within the YTL Group is protected at all material times and in compliance with the applicable laws.

6.	Confidential and Proprietary Information
	6.1	The YTL Group greatly values and protects all confidential and proprietary information.
	6.2	Proprietary information includes but is not limited to emails, documents and all other files, electronic or otherwise, edited and/or stored on the YTL Group equipment and are considered to be the exclusive property of the YTL Group.
	6.3	All employees of the YTL Group are expected to exercise the highest possible standards of professionalism, ethics and integrity in order to protect the Group's confidential information, assets and standing and ensure the proper use of the same.
	6.4	Employees of the YTL Group may have access to confidential and proprietary information during their employment with the YTL Group. Such information cannot be shared, disclosed or utilised for personal gain or any other gain to any individual, business or third party entity, including family and friends, except where expressly approved by the relevant company under the YTL Group, required by law and/or reasonably necessary for the purposes of carrying out your duties under employment within the YTL Group. This obligation of non-disclosure is effective even after the termination of employment.
	6.5	Where such confidential and proprietary information needs to be disclosed to persons outside the YTL Group, the relevant parties are recommended to undertake all necessary measures to ensure that all confidential and/or proprietary information are sufficiently protected for instance through the execution of a non-disclosure agreement.
	6.6	The YTL Group reserves its right to take any and all appropriate action against previous or current employees who, whether directly or indirectly, breach the aforesaid obligation relating to the confidential and proprietary information of the YTL Group.
	6.7	In the event that you are unsure of what is permissible or non-permissible, you are advised to seek guidance from your head of department or the Human Resource Department.

Conduct in Business Ethics

7.	Outside Employment
	7.1	Employees are hired on the premise that YTL is their primary employer and that any other employment or commercial involvement, even outside of working hours is strictly prohibited particularly where it conflicts with the interests of the YTL Group, unless express approval is obtained.
	7.2	Employees and managers are required to obtain written approvals from their head of department or Human Resources Department before participating in outside work activities. If you are already engaged in any outside employment, you are required to disclose and obtain approval from the Human Resource Department. Any approval given is at the sole discretion of the YTL Group and can be withdrawn at any time with or without prior notice, and the employee is required to immediately cease such outside employment, failing which the YTL Group is entitled to claim compensation for any unlawful profiteering as a result of any conflict of interest.

8.	Conflicts of Interest
	8.1	All employees of the YTL Group are obliged to act solely in the best interests of the Group at all times.
	8.2	All employees of the YTL Group are not permitted to:-
		a.	engage, either directly or indirectly, in any act or practice that conflicts with, or appears to conflict with, the interests of the YTL Group, even in their own time;
		b.	solicit or create business opportunities for themselves or anyone related to them in the course of their employment with the YTL Group, particularly where it is a conflict of interests with the YTL Group unless otherwise approved by executive director(s) of the YTL Group;
		c.	abuse their employment position in any manner to bring any personal, financial or other advantage for themselves or their relatives which is contrary to their employment and interests of the YTL Group; or
		d.	use of any of the YTL Group's assets, data, intellectual property or resources, or abusing any loopholes in the YTL Group's process and procedures for personal interests and gain.
	8.3	A conflict of interest may arise where:-
		a.	an employee has a personal relationship or financial or other interest that would or could potentially interfere with his existing obligations or exercise of judgment in decision making as an employee of the YTL Group; or
		b.	where a supervisor or a person in a position to determine the remuneration and/or promotion of a subordinate is in a personal, romantic or intimate relationship with the subordinate.
	8.4	All employees of the YTL Group are obliged to disclose and report in writing as soon as practically possible concerning all potential and real conflicts of interest, stating in detail the facts, nature and extent of the conflict. This written report should be made either to the employee's immediate supervisor(s) and/or executive director(s).
	8.5	All employees of the YTL Group must take prompt action in eliminating the said conflict if requested to do so by the YTL Group. The YTL Group has the sole discretion in determining the nature of conflict of interests and the next steps or disciplinary action to be taken in relation to it.
	8.6	Where it is found that an employee of the YTL Group is engaged in any activity that is in conflict of interests with the YTL Group which provides personal and monetary gain, whether directly or indirectly, particularly where it is at the expense and loss of the YTL Group, the YTL Group is entitled to claim compensation for such unlawful profiteering from the conflict of interest, which may include deduction of the employee's salary until such payments are repaid in full or legal action against the employee.
	8.7	External Board Membership: Employees of the YTL Group are allowed to serve on the boards of government agencies or bodies and/or incorporated or unincorporated entities outside the YTL Group only under exceptional circumstances, provided that prior written approval has been obtained from the said employee's immediate supervisor or executive director. The exception to this is where such board appointments relate only to businesses or entities that were formed by non-profit organisations, such as social or community-related clubs or associations.
	8.8	Political Activities:

		a.	All employees of the YTL Group have the right to participate as individuals in the political process of their local jurisdiction provided that all acts pertaining to the same are carried out entirely of the employee's own volition, in his/her own time and using his/her own resources. The employee must ensure at all times that such activities will and do not have any impact on his/her performance at the workplace.
		b.	The employee must ensure that his/her political views are clearly communicated as his/her personal political views and that it is not reflective of the position adopted by the YTL Group and/or any of the companies under the YTL Group, if any.
		c.	If any employee of the YTL Group has any interest or intends to hold any key position as an office bearer in any political party, this interest or intention must first be disclosed to his immediate supervisor and head of department.
		d.	Any director of any company under the YTL Group who has any interest or intends to hold any key position as an office bearer in any political party must disclose such interest or intention to the executive directors of YTL Corporation Berhad.
		e.	Employees of the YTL Group are not permitted to endorse any political act, activity and/or event or political donation using the YTL Group's name, reputation and/or connections.

9.	Insider Trading
	9.1	Any employee of the YTL Group who is in possession of market sensitive information is prohibited from trading in the securities of the listed companies of the YTL Group or any other listed company if that information has not been made public. Foreign laws on insider trading may apply where the information concerns companies listed outside of Malaysia.
	9.2	This prohibition extends to any act of disclosing the insider information to another person, including family members and friends, if the employee knows or reasonably knows that the other person would make a trade in reliance on that information, even if the employee does not derive any direct economic benefit from the trade.
	9.3	Under the Capital Markets and Services Act 2007 ("CMSA"), an "insider" refers to a person who possess information that is not generally available and which, upon it becoming generally available, would have a material effect on the price or the value of securities.
	9.4	The scope of information is wide and includes inter alia:
		a.	matters of supposition and other matters that are insufficiently definite to warrant being made known to the public;
		b.	matters relating to the intentions or likely intentions of a person;
		c.	matters relating to negotiations or proposals with respect to commercial dealings or dealing in security;
		d.	information relating to the financial performance of the YTL Group;
		e.	information that a person proposes to enter into, or has previously entered into one or more transactions or agreements in relation to securities or has prepared or proposes to issue a statement relating to such securities; and
		f.	matters relating to the future.
	9.5	Employees are encouraged to consult with his or her manager or supervisor if they are uncertain of the status and nature of the information they possess.

10.	Anti-Bribery & Corruption
	10.1	The YTL Group is determined to maintain a work environment where trust is of paramount importance.
	10.2	All employees of the YTL Group are required to adhere to the Anti-Bribery & Corruption (ABC) Policy which clearly sets out the Company's policies in various matters that relate to bribery and corruption.
	10.3	All companies under the YTL Group, and/or their employees shall refrain from offering, promising, giving, demanding or receiving anything of value to them in the form of bribes and/or any other improper gratification.
	10.4	All employees of the YTL Group must refrain from any acts of bribery which takes the form of offering, promising, giving, demanding or receiving anything of value to anyone in the form of bribes, kickbacks and/or any other improper gratification (including gifts, hospitality and entertainment) to improperly influence the outcome of any transaction, whether it is for their own personal benefit or for the benefit of the YTL Group.
	10.5	The YTL Group strictly does not tolerate any bribes given for purposes of obtaining or retaining business for the YTL Group or provides an advantage to the businesses of the YTL Group. The YTL Group does not tolerate any such acts of bribery even in a personal capacity.
	10.6	"Gratification" shall have the meaning defined in the Malaysian Anti-Corruption Commission Act 2009 which includes but not be limited to anything of monetary and non-monetary value or benefit to the person. Gratification can be money, donation, gift, loan, fee, reward, valuable security, property or interest in property, movable or immovable property, financial benefit, office, dignity, employment, contract of employment or services, agreement to give employment or render services in any capacity, any offer, undertaking or promise, whether conditional or unconditional, of any gratification, including favours or promise not to do something which is of value or beneficial to the recipient. Gratification does not have to be directly received by the employee, but it can also be received by anyone related to the employee that is beneficial, of value or advantageous to the employee.
	10.7	Any gifts to be given by employees of the YTL Group to any third parties, if at all, must only be under circumstances which are approved by the employee's head of department or Human Resource Department. It should only be a token gift either for purposes of expressing appreciation or for customary and festive purposes. Such gifts should not at any material time, be given with the intention of obtaining any favour or hopes of retaining business or undue influence for obtaining future business from the recipient of the gifts.
	10.8	The YTL Group recognises that the practice of giving and receiving gift varies between countries, regions, cultures, and religions, so the definitions of what is acceptable and not acceptable will inevitably differ for each. When dealing with public officials, employees of the YTL Group should ensure that any giving or receiving of gifts do not relate to, in any form whatsoever, the public official's official dealings or public duty. At all material times, employees are to ensure compliance with laws of their respective jurisdictions, and the higher standard will be applicable to all employees to avoid non-compliance of any laws on anti-bribery which may be applicable to the YTL Group as a whole. "Public officials" are defined as any person who is a member, an officer, an employee or a servant of a public body.
	10.9	In respect of any gifts, hospitality or entertainment in the commercial context:-
		a.	The intention behind giving or receiving the gift, hospitality or entertainment must always be considered first. It should never be for an improper motive to obtain or retain a business, or to obtain some form of benefit or advantage, whether it is for the business or for the individual employee;
		b.	If an employee is unsure of how to consider the motive behind any gifts, hospitality or entertainment offered, the employee must always disclose and refer the matter to the immediate supervisor or head of department to obtain advice and also approval before proceeding;
		c.	All employees of the YTL Group are not allowed to give or receive any gratification, gifts, hospitality or entertainment where it is for an improper purpose and can be deemed as a gratification, regardless of whether it is to benefit the employee individually or to benefit the business of any of the YTL Group;
		d.	An employee must obtain prior clearance and approval from the immediate supervisor and/or head of department before giving or receiving any gifts to any person which is not of any improper motive;
		e.	Where any gift is not improper and received before prior approval can be obtained, an employee must always disclose such gifts to the immediate supervisor and/or head of department, regardless of the value;
		f.	Where it is difficult or inappropriate to decline the offer of a gift (i.e. when meeting with an individual of a certain religion/culture who may take offence), the gift may be accepted but it must be declared and surrendered to the employee's immediate supervisor and/or head of department, who will assess the relevant circumstances and take the necessary steps, including returning the gift on the employee's behalf, where appropriate or required to do so.
	10.10	Any employee of the YTL Group that breaches any of the above rules will be subject to disciplinary action as stated in the ABC Policy.

11.	Anti-Money Laundering
	11.1	"Money laundering" concerns the process of engaging with and/or concealing, directly or indirectly, the identity of the proceeds of illegal activities or converting the illegal proceeds to a legitimate source of income or asset.
	11.2	All employees of the YTL Group are prohibited from dealing in any money laundering activities and must comply with the applicable anti-money laundering laws.
	11.3	In the event that any employee has a reasonable suspicion of money laundering activities being conducted as part of the YTL Group's business, employees are expected to alert their immediate manager or supervision to the same.

12.	Whistleblowing
	12.1	The Company encourages employees to raise genuine concerns, including the reporting of unlawful, unethical or questionable behaviour, in confidence and without risk of reprisal.
	12.2	The policy covers, but is not limited to:
		a.	Abuse of Power;
		b.	Bribery;
		c.	Breach of laws and statutory requirements;
		d.	Criminal Activity;
		e.	Conflict of Interest;
		f.	Danger to health and safety or the environment;
		g.	Sexual harassment;
		h.	Fraud;
		i.	Unauthorised and intentional overpayment to suppliers or under any contract;
		j.	Misuse of any property belonging to the YTL Group;
		k.	Gross negligence;
		l.	Theft or embezzlement; and/or
		m.	Non-compliance with YTL Group (or any company under the YTL Group) policies, including cover-up of any of the above in the workplace.
	12.3	If any employee of the YTL Group has concerns about any of the matters set out above or that the integrity of the YTL Group is being compromised in any other way, the employee should bring this to the attention to the Whistleblowing Channel as set out in the established Whistleblowing Policy, which includes the line manager, head of department, Human Resource Manager, Internal Audit or Legal.
	12.4	The YTL Group does not tolerate retaliation against employee for any genuine reports made in relation to any commission of misconduct as stated above by any employee of the YTL Group.
	12.5	All employees of the YTL Group must exercise sound judgment to avoid baseless allegations. The YTL Group does not tolerate use or abuse of the whistleblowing channel with the intention to scandalise. Employees who intentionally file false reports will be subjected to disciplinary action and possible termination.
	12.6	External parties may submit any genuine whistleblowing reports with reasonable grounds or suspicion with evidence by email to legalabc@ytl.com.my.

Conduct in Public

13.	Responsible Corporate Citizenship
	13.1	The YTL Group conducts its businesses ethically, honestly, and in compliance with the laws and regulations of the respective countries that it conducts its businesses in.
	13.2	The YTL Group is committed to being a responsible employer and a good corporate citizen in line with our vision and values.
	13.3	All YTL Group activities including the sourcing, distribution, sale, repair and end of life treatment of products, must be conducted with respect and in consideration of issues relating to legal rights, health and safety, and the environment.

14.	Distribution and Group's Bulletin Boards
	14.1	All employees of the YTL Group cannot distribute non-YTL Group related materials during their working hours and on the YTL Group's premises.
	14.2	Bulletin boards are to be used purely for the YTL Group's related announcements and related activities.
	14.3	The acts of solicitation and/or distribution of any materials relating to the sale of any goods or services unrelated to the YTL Group's business is strictly prohibited anywhere on the Group's premises.

15.	Social Media Policy
	15.1	Employees of the YTL Group are a representative of the YTL Group at all times and are prohibited from bringing the YTL Group's (and each of the companies under the YTL Group) name and reputation into disrepute.
	15.2	All employees of the YTL Group are reminded that any messages or posts made online are presumed to be public and permanent. Online messages or posts can be copied, forwarded or subpoenaed and the original publisher will have no control over the ultimate use, distribution and/or publication of the message or post. As such, all employees are strongly encouraged to exercise discretion at all times when using and publishing on online platforms.

16.	Press Release and Public Statements
	16.1	All queries and/or requests made by members of the third party media outlets are to be directed to the Group Company Secretary or Group Legal Counsel of YTL Corporation Berhad to ensure that a consistent and professional approach is adopted when addressing all external media queries.
	16.2	All employees of the YTL Group are not permitted to make any public releases or public statements on behalf of the YTL Group, or any of the companies within the YTL Group, whether orally, in writing or otherwise, without having obtained prior written approval from their executive director.

17.	Business Associates
	17.1	The YTL Group works with a vast network of business associates and partners across the region. Whilst they are not employees of YTL Group, we expect them to have policies and principles consistent with the ABC Policy in all their business dealings whether with the YTL Group, on behalf of YTL Group, or any business dealings which are related to the YTL Group.
	17.2	YTL Group has zero tolerance of business associates and partners who do not conduct themselves in accordance to the principles of the ABC Policy where it brings disrepute or legal implications to the YTL Group. Any non-compliance with the principles of the ABC Policy by business associates and partners may lead to the review and/or termination of any agreement with such parties.

Anti-Bribery & Corruption Policy

This Anti-Bribery & Corruption (ABC) Policy is to further enforce the YTL Group Code of Conduct & Business Ethics to ensure that employees understand their responsibilities in compliance with the YTL Group's zero tolerance for bribery and corruption within the organisation.

1.		Bribery and Implications
2.		Definitions
3.		Public Officials & Government Dealings
4.		Gifts, Hospitality and Entertainment
5.		Facilitation Payments
6.		Donations, Sponsorships & Charitable Contributions
7.		Tender Process
8.		Record Keeping & Training
9.		Compliance with the Law
10.		Third Parties & Agencies
11.		Violation of The ABC Policy
12.		Reporting for Violations of Policy & Whistleblower Rights
13.		Compliance and Review of the Policy

1.0	INTRODUCTION
Directors' remuneration which rewards individuals for performance while contributing to the long-term success of the Group is essential in promoting business stability and growth. The main objective of this policy is to serve as a guide to determine the level and composition of remuneration of Directors and Senior Management which take into account –
the Company's desire to attract and retain the right talent in the Board of Directors ("Board") and Senior Management to drive the Company's long-term objectives; encourage and build sustainable value creation for the Company and the Group by aligning the interests of management with the interests of shareholders and other stakeholders; and build succession for critical executive directors and senior management roles within the organisation

2.0	SCOPE OF COVERAGE
This policy applies to the Directors of the Company (includes Executive Directors and Non-Executive Directors) and Senior Management of the Group, as a whole. "Executive Director" refers to a Director who assumes management responsibilities in the Company. "Non-Executive Director" refers to a Director who does not fall under the definition of Executive Director. "Senior Management" refers to key senior management as disclosed in the annual report of the Company.

3.0	REMUNERATION FOR NON-EXECUTIVE DIRECTORS

3.1	Basis of remuneration
Non-Executive Directors' remuneration shall take into consideration fee levels and trends for similar positions in the market in comparable organisations, whether in size, industry and/or complexity, their performance as indicated by the annual evaluations carried out by the Board and Nominating Committee as well as the Group's overall performance.

3.2	Remuneration components
The proposed remuneration of the Non-Executive Directors is to be made up as follows:
(i)	Directors' Fees comprising a base fee and fee for membership in Board Committees; and
(ii)	other benefits in the form of meeting allowance payable in cash.
The remuneration of Non-Executive Directors shall be by a fixed sum and not by a commission on or percentage of profits or turnover. The fees and benefits payable to the Non-Executive Directors shall be put for approval of the shareholders at a general meeting on an annual basis. Non-Executive Directors may be remunerated with share options granted under the ESOS referred to in 4.2(v) of this policy, subject to the terms and conditions set out in the By-Laws of the ESOS.

4.0	REMUNERATION FOR EXECUTIVE DIRECTORS AND SENIOR MANAGEMENT

4.1	Basis of remuneration
Executive remuneration is emphasised on performance, linking total compensation directly to the achievement of organisational and individual performance goals, and gives consideration to the equitability, retention and market competitiveness and its remuneration practices.

4.2	Compensation mix and components
Remuneration packages for Executive Directors and Senior Management comprise a balance of fixed and performance-linked variable elements as indicated below:
(i)	Fixed pay This comprises basic monthly salary and Employee Provident Fund contributions. Base salaries are reviewed annually, taking into account consumer price index, market wage adjustment levels, individual's performance, responsibilities, qualifications and the experience that the Executive Director/Senior Manager brings to the role. Salary increments will also take into consideration market trends, the performance of the Group and other factors deemed appropriate. Salaries of Executive Directors may not include a commission on or percentage of turnover. Performance linkage Base salary adjustment is linked to the performance of each Executive Director/Senior Manager.
(ii)	Benefits in kind/Perquisites Benefits programme provided may include medical benefits, insurance coverage, a fully expensed car, company driver, petrol allowance, living accommodation, club membership, mobile devices, internet subscriptions, telephone allowances and other business expense allowances or claimable benefits.
(iii)	Short term incentive: Variable Bonus Variable bonus payments are paid wholly in cash. The variable bonus incentivises and rewards individuals for their performance, efforts and achievement subject to corporate performance targets measured based on a holistic balanced approach comprising both financial and non-financial targets that support the Group's strategy. The variable bonus awarded to each Executive Director/Senior Manager will be determined based on individual performance, contribution and performance appraisal outcomes. Performance linkage The objectives of the variable bonus payments are aligned to – the achievement of the Group, determined based on quantitative and qualitative targets, and individual performance contribution and performance appraisal outcomes.
(iv)	Share-based long term incentive: Employee Share Option Scheme ("ESOS") The scheme facilitates direct participation in the equity of the Company, thereby providing motivation to contribute to the growth of the Group through an enhanced sense of belonging, and providing valuable incentive of ownership. Eligibility, basis of allocation, maximum allowable allocations and vesting period are governed under the By-Laws for the ESOS which is administered by the Options Committee set up by the Board. All allocations by the Options Committee under the ESOS must be verified by the Audit Committee of the Board as being in compliance with the criteria set out in the ESOS By-Laws.

5.0	REVIEW PROCEDURES

5.1	Each Director shall abstain from deliberations and voting on decisions in respect of his/her individual remuneration. No senior manager shall be involved in any decisions as to his/her own remuneration outcome.

5.2	In determining the total remuneration package of each Executive Director and Senior Manager, the Remuneration Committee may consult with the Executive Chairman and/or Managing Director, as appropriate and empowered to make such quantitative and qualitative or strategic measures of performance as deemed fit, and exercise independent judgement and discretion in reaching its recommendations.

5.3	The Remuneration Committee should ensure that remuneration and incentives for Independent Directors do not conflict with their obligation to bring objectivity and independent judgement on matters discussed at Board meetings.

6.0	REVIEW OF THIS POLICY
The Remuneration Committee shall review and assess the effectiveness and continued relevance of this Policy periodically. Any revisions to the Policy as recommended by the Remuneration Committee will be submitted to the Board for consideration and approval.


This policy, which was reviewed by the Remuneration Committee, was adopted by the Board on 30 September 2020

TERMS OF REFERENCE REMUNERATION COMMITTEE ("RC")

1	Primary Purposes

	1.1	To assist the Board of Directors ("Board") of the Company in the development and implementation of the framework, policy and procedures on the remuneration of the Directors and senior management.

	1.2	To assist the Board in ensuring that the remuneration policy and procedures put in place is fair and implemented through a transparent and independent process.

	1.3	To review and recommend to the Board for approval the remuneration packages of Directors and senior management.


2	Composition

	2.1	The RC shall be appointed by the Board and comprise no fewer than three (3) Board members, all of whom must be Non-Executive Directors, with a majority of them being Independent Non-Executive Directors.

	2.2	The chairman of the RC shall be appointed by the Board and must be an Independent Non-Executive Director. In the absence of the RC chair, the remaining members present shall elect one of themselves to chair the meeting who would qualify under these terms of reference to be appointed to that position by the Board.

	2.3	Members of the RC may relinquish their membership in the RC with prior written notice to the Company Secretary and may continue to serve as Directors of the Company.

	2.4	In the event of any vacancy in the RC resulting in number of members being reduced to below the minimum number prescribed in paragraph 2.1 above, the Board shall fill the vacancy within three (3) months.

3	Authority

	In carrying out its duties and responsibilities, the RC shall -
	3.1	have the resources required to perform its duties;

	3.2	have full and unrestricted access to any information pertaining to the Company and the Group;

	3.3	be able to draw advice and/or enlist the professional services of experts it considers necessary; and

	3.4	have access to the advice and services of the Company Secretary

4	Duties and Responsibilities

	The RC shall be responsible for carrying out the duties detailed below for the Company and the group as a whole, as appropriate:
	4.1	Develop and agree on the remuneration policy and procedures with the Board, including the fee structure and level of remuneration for Executive Directors of the Board and senior management.

	4.2	Review and recommend to the Board on the remuneration of Non-Executive Directors, particularly on whether the remuneration remains appropriate to each Director's contribution by taking into account the level of expertise, commitment and responsibilities undertaken.

	4.3	Review and recommend to the Board on the total individual remuneration package for Executive Directors and senior management personnel including, where appropriate, bonuses, incentive payments within the terms of the agreed remuneration policy and based on individual performance

	4.4	Ensure that no Director or senior manager is involved in any decisions as to their own remuneration outcome.

	4.5	When recommending incentive schemes/plans (equity or non-equity based), to ensure that the linkage between pay and performance is robust.

	4.6	Review the ongoing appropriateness and relevance of the remuneration policy and procedures to ensure that they are in line with the risk strategy and corporate values of the Company.

	4.7	Review, if any, the compensation commitments or severance payments for Executive Directors and senior management in the event of early termination of the employment or service contracts.

	4.8	Oversee the qualitative and quantitative disclosures of remuneration made in the annual report and notice to general meetings.

	4.9	Make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

	4.10	Provide clarification to shareholders during general meetings on matters pertaining to remuneration of Directors and senior management as well as the overall remuneration framework of the Company.

5	Meetings

	5.1	The quorum for the RC meeting shall be two (2) members. No business shall be transacted at any meeting of the RC unless the quorum is present. The meeting of the RC shall be governed by the provisions of the Company's Constitution relating to Board meetings unless otherwise provided for in these terms of reference.

	5.2	A member of the RC may participate in a meeting by means of a telephone conference or video conference or any other means of audio-visual communications and shall be deemed to be present in person at the meeting and shall be entitled to vote or counted in a quorum.

	5.3	The RC may, at its discretion as and when appropriate, invite the Managing Director, the head of human resources, external advisers or other individuals to attend all or part of any of its meetings to carry out its responsibilities.

	5.4	The RC shall meet at least once a year and at such other time(s) as it deems necessary to fulfil its responsibilities. An agenda shall be sent to all members of the RC and any other persons who may be required or invited to attend.

	5.5	Each member of the RC is entitled to one (1) vote in deciding the matters deliberated at its meeting. The decision that gained the majority votes shall be the decision of the RC. In the event of an equality of votes, the chairman of the RC shall be entitled to a second or casting vote.

	5.6	The RC may deal with matters by way of resolutions in writing. A resolution in writing signed by a majority of the members of the RC for the time being shall be as valid and effectual as if it had been passed at a meeting of the RC duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one (1) or more RC members. The expressions "in writing" or "signed" include approval by legible confirmed transmission by facsimile or other forms of electronic communications.

	5.7	All recommendations and findings of the RC shall be submitted to the Board for approval.

	5.8	The RC may establish any regulations from time to time to govern its administration.

6	Minutes

	6.1	The Secretary shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the RC. Such minutes shall be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated.

	6.2	Minutes of each meeting shall be distributed to the members of the RC.

	6.3	Minutes of the RC's meetings will be made available to all Board members. A summary of significant matters and resolutions will be reported to the Board by the RC.

7	Secretary

The Secretary to the RC shall be the Company Secretary.

TAN SRI (SIR) FRANCIS YEOH SOCK PING

DATO' YEOH SEOK KIAN

DATO' YEOH SOO MIN

DATO' SERI YEOH SEOK HONG

DATO' SRI MICHAEL YEOH SOCK SIONG

DATO' YEOH SOO KENG

DATO' MARK YEOH SEOK KAH

SYED ABDULLAH BIN SYED ABD. KADIR

RAJA NOORMA BINTI RAJA OTHMAN

CHOO YOO KWAN @ CHOO YEE KWAN

TANG KIN KHEONG

PUAN SHARIFATU LAILA BINTI SYED ALI

PRINCIPLE A: BOARD LEADERSHIP & EFFECTIVENESS

Responsibilities of the Board

Board Meetings & Procedures

Company Secretary

Board Charter

Business Conduct, Ethics & Whistleblowing

Anti-Bribery & Corruption Policy ("ABC Policy")

Sustainability Governance

Composition of the Board

Board & Senior Management Appointments

Evaluation of the Board

Remuneration

Board Commitment

PRINCIPLE B: EFFECTIVE AUDIT & RISK MANAGEMENT

Integrity in Financial Reporting

Audit Committee

Risk Management & Internal Control

Internal Audit

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING & MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

Communication with Shareholders & Other Stakeholders

Conduct of General Meetings

COMPOSITION

TERMS OF REFERENCE

Composition

Authority

Functions And Duties

Meetings

Minutes

Secretary

NUMBER OF MEETINGS HELD AND DETAILS OF ATTENDANCE

SUMMARY OF WORK CARRIED OUT DURING FINANCIAL YEAR

INTERNAL AUDIT FUNCTION

NOMINATING COMMITTEE ("NC")

BOARD NOMINATION AND ELECTION PROCESS AND CRITERIA USED

ACTIVITIES OF THE NC FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023

TERMS OF REFERENCE NOMINATING COMMITTEE ("COMMITTEE")

Contents

TERMS OF REFERENCE
NOMINATING COMMITTEE ("COMMITTEE")