Sustainability: (a) To review and recommend appropriate sustainability strategies, policies, principles and practices which are applicable to the Company; (b) To provide oversight and assess the Company’s sustainability strategies, policies, principles and practices aligning it to the commitment of the Company towards sustainability; (c) To provide direction and advice on listing on key sustainability indices that enhance investor valuation of the Company; and (d) Oversee any concerns/allegations raised by stakeholders that involve public sentiment and government regulations. The Company has also established a structured process for risk management and reporting within the ERM Framework as follows: (a) The first line of defence is provided by senior management and business units, which are accountable for identifying and evaluating risks under their respective areas of responsibilities; (b) The second line of defence is provided by the RMD and RMC which are responsible for fac i l i tat ing and moni tor ing the r i sk management process and reporting; and (c) The third line of defence is provided by the Group Internal Audit Department which provides assurance on the effectiveness of the ERM Framework. In fulfilling its responsibilities in risk management and sustainability, the RMSC is assisted by the Risk Management Department (“RMD”) and Group Sustainability Department (“GSD”), respectively. A management level risk committee (“MRC”) was established in 2019 to increase participation by senior management in risk management processes. The MRC is tasked with reviewing the key risks of Capital A prior to submission to the RMSC every quarter. Similarly, sustainability concerns are driven by a Sustainability Working Group (“SWG”) comprising Heads of Departments responsible for the year’s sustainability targets. The SWG is chaired by the Head of Group Sustainability who reports the Company’s progress to the RMSC on a quarterly basis. The Statement on Risk Management and Internal Control is set out on pages 178 to 184 of the Annual Report 2021, and the Sustainability Report is set out on pages 96 to 162 of the Annual Report 2021. 3. CAPITAL A’S ANTI-BRIBERY AND ANTI-CORRUPTION POLICY (“ABAC POLICY”) In carrying out its governance oversight, the Board has also emphasised the importance of embracing integrity and ethical values across the organisation. In this regard, various departments within the organisation are assessed for risks related to corruption. Risk control, due diligence and anti-bribery and anti-corruption controls are carried out on these departments to reduce, mitigate and prevent potential risks. PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS 1. EFFECTIVE COMMUNICATION WITH SHAREHOLDERS AND INVESTORS Capital A is committed to communicating openly, regularly and effectively with shareholders and investors through platforms such as the corporate section of its website, the Annual Report, Financial Announcements and Key Operating Statistics and Announcements through Bursa Malaysia and AGMs. The Investor Relations page of the website is updated regularly to provide stakeholders with all relevant information on Capital A to enable them to make informed decisions. Capital A has a dedicated Investor Relations team which supports the senior management in their active participation in investor relation activities, including road shows, conferences and quarterly investor briefings with financial analysts, institutional investors and fund managers. Capital A continues to fulfil its disclosure obligations as per Bursa Malaysia’s Corporate Governance Guidelines. All disclosures of material corporate information are disseminated in an accurate, clear and timely manner via Bursa Malaysia announcements. 2. CONDUCT OF GENERAL MEETINGS Given the size and geographical diversity of the Group’s shareholders, the AGM is another important forum for interaction with this group of stakeholders. All shareholders will be notified of the AGM and provided with a digital copy of the Annual Report at least 28 days before the meeting. The Company also calls for an Extraordinary General Meeting (“EGM”) for its shareholders to consider specific corporate proposal(s) as and when required. In view of the Covid-19 pandemic, the Fourth AGM of Capital A was held fully virtually via live streaming and online remote voting from an online meeting platform located in Malaysia provided by Tricor Investor & Issuing House Services Sdn. Bhd. (“Tricor”). All members of the Board joined the Fourth AGM remotely to respond to questions posted by shareholders or their proxies via the remote participation and voting (“RPV”) facilities provided by Tricor. The voting process at the Third and Fourth AGMs, which were held virtually in 2020 and 2021 respectively were conducted by online remote voting via the RPV facilities, and the results of the votes were scrutinised by an independent scrutineer. The EGMs held by the Company in 2021 were also held fully virtually from an online meeting platform in Malaysia, and the voting process was conducted via the RPV facilities. The Company will continue to leverage technology and tools to enhance the quality of its shareholder engagement and facilitate further participation by shareholders at its AGMs. This CG Overview Statement was approved by the Board of Directors of Capital A on 22 April 2022. C O R P O R A T E G O V E R N A N C E A N N U A L R E P O R T 2 0 2 1 1 7 3
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