CORPORATE GOVERNANCE REPORT
STOCK CODE | : | 5183 |
COMPANY NAME | : PETRONAS CHEMICALS GROUP BERHAD | |
FINANCIAL YEAR | : | December 31, 2023 |
OUTLINE:
SECTION A - DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE
Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements.
SECTION B - DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PERSUANT CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures) of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is only applicable for financial institutions or any other institutions that are listed on the Exchange that are required to comply with the above Guidelines.
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SECTION A - DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE
Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements.
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company's
leadership and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.1
The board should set the company's strategic aims, ensure that the necessary resources are
in place for the company to meet its objectives and review management performance. The board should set the company's values and standards and ensure that its obligations to its shareholders and other stakeholders are understood and met.
Application | : | Applied | |
Explanation on | : | The Board of PETRONAS Chemicals Group Berhad ("PCG" or | |
application of the | the "Company") is committed to high standards of corporate | ||
practice | governance and strives to ensure that it is practiced throughout | ||
the Group as a fundamental part of discharging its | |||
responsibilities to protect and enhance shareholders' value and | |||
raise the performance of the Group. | |||
The duties, powers and functions of the Board are governed by | |||
the Constitution of the Company, the Companies Act 2016 (CA | |||
2016), the Main Market Listing Requirements (MMLR) of Bursa | |||
Malaysia Securities Berhad (Bursa Securities) and other | |||
regulatory guidelines and requirements that are in force. | |||
In discharging its duties and roles effectively, the Board is also | |||
guided by the Board Charter, which sets out the principles and | |||
guidelines that are to be applied by the Board, whilst the Board | |||
Committees are guided by its respective Terms of Reference | |||
(TOR). The Board Charter and the TOR for each Board | |||
Committee are available on the Company's corporate website | |||
athttps://www.petronas.com/pcg/about-us/governance. | |||
The Board is entrusted with the responsibility to promote the | |||
success of the Group by directing and supervising the Group's | |||
affairs. To discharge the Board's stewardship responsibilities, | |||
the Board has assumed the following principal roles and | |||
responsibilities: | |||
• To review, approve and monitor the strategic business plans, | |||
goals and key policies proposed by the Management to | |||
ensure sustainability and optimisation of long-term returns. | |||
• To ensure that appropriate policies are in place, adopted | |||
effectively and are regularly reviewed. | |||
• To review and approve financial statements. | |||
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- To review and manage principal risks and adequacy of the Company's internal control systems including systems for compliance with applicable laws, regulations, rules, and guidelines.
- To ensure that there is an appropriate succession plan for members of the Board and the Senior Management in ensuring the appointment of the right leaders.
- To be accountable to its shareholders and stakeholders whom may be affected by the Company's decision such as employees, suppliers, customers, the local community and the state/country where the Company is operating.
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The Board (together with the Management) takes responsibility for the governance of sustainability in the
Company, including setting the Company's sustainability strategies, priorities, and target.
The Board is collectively responsible in promoting the success of the Group in building an enduring and profitable business admired by customers and stakeholders whilst achieving strong returns for the valuable shareholders.
The Company has adopted the PETRONAS Code of Conduct and Business Ethics (PETRONAS CoBE) that seeks to ensure that the Company's/or Group's Directors, employees and third parties which perform works or services for the Company and/or Group will act ethically and remain above board at all times, and that their individual behaviour is in line with PETRONAS' Shared Values i.e., Loyalty, Professionalism, Integrity and Cohesiveness. PETRONAS CoBE also includes appropriate communication and feedback channels which facilitate whistleblowing.
The Board acknowledges the importance of the following:
- maintaining a sound system of internal control and a robust risk management practice for good corporate governance with the objective of safeguarding the shareholder's investment and the Group's assets. For this purpose, the Board has adopted a Risk Governance Framework and Risk Management Policy.
- the need to safeguard and minimise the impact to the environment in the course of achieving the Company's objectives. The Board's agenda reflects the commitment to economic support for longer term sustainability with a focus on the positive impact on the environment, community and society.
- the need for effective Investor Relations and Communications with shareholders and to provide them with all relevant information affecting the Company, which
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can be accessed at the Company's corporate website at www.petronaschemicals.com.
Explanation for | : |
departure |
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure:
Timeframe:
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Intended Outcome
Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.2
A Chairman of the board who is responsible for instilling good corporate governance practices, leadership and effectiveness of the board is appointed.
Application | : | Applied | |
Explanation on | : | The roles and responsibilities of the Chairman of the Board have | |
application of the | been clearly specified in the Company Board Charter, which | ||
practice | is available on the Company's corporate website at | ||
https://www.petronas.com/pcg/about-us/governance. | |||
The Chairman of the Board is a Non-Independent Non- | |||
Executive Director who is primarily responsible for the orderly | |||
conduct and function of the Board and ensures its effectiveness | |||
on all aspects of its roles. | |||
The Chairman of the Board shall also act as Chairman at general | |||
meetings. | |||
The role of the Chairman is summarised as follows: | |||
• | Leading the Board in setting the values and ethical | ||
standards of the Company. | |||
• Chairing the Board meetings and stimulating debates on | |||
issues and encouraging positive contributions from each | |||
Director. | |||
• | Consulting with the Company Secretary in setting the | ||
agenda for board meetings and ensuring that all relevant | |||
issues are on the meetings' agendas. | |||
• | Maintaining a relationship of trust with and between the | ||
Managing Director/Chief Executive Officer (MD/CEO) and | |||
Non-Executive Directors. | |||
• | Ensuring the provision of accurate, timely and clear | ||
information to Directors. | |||
• | Ensuring effective communication with shareholders and | ||
relevant stakeholders. | |||
• Conducting evaluation of performance of Board Members, | |||
its Committees and individual Directors, including | |||
assessment of the independence of Independent Non- | |||
Executive Directors. | |||
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- Ensuring that all Directors are properly briefed on issues arising at Board meetings and there is sufficient time allowed for discussion on complex or contentious issues and where appropriate, arranging for informal meetings beforehand to enable thorough preparations.
- Allowing every Board resolution to be voted on and ensuring the will of the majority prevails.
- Casting his votes in accordance with the prescribed PCG's Constitution.
- Ensuring that all Board members, upon taking up their office, are fully briefed on the terms of their appointment, time commitment, duties and responsibilities, and the business of PCG.
- Acting as liaison between the Board and Management, and between the Board and the MD/CEO.
Explanation for | : |
departure |
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure:
Timeframe:
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Intended Outcome
Every company is headed by a board, which assumes responsibility for the company's
leadership and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.3
The positions of Chairman and CEO are held by different individuals.
Application | : | Applied |
Explanation on | : | The distinct and separate roles and responsibilities of the |
application of the | Chairman and MD/CEO are provided in the Board Charter, which | |
practice | is available on the Company's corporate website at | |
https://www.petronas.com/pcg/about-us/governance. | ||
The Board practices a clear demarcation of duties and | ||
responsibilities between the Chairman and MD/CEO to ensure a | ||
balance of power and authority in the Board. The positions of | ||
Chairman and MD/CEO are held by two different individuals. The | ||
Chairman of the Company is Datuk Ir. (Dr.) Abdul Rahim Hashim, | ||
who is a Non-IndependentNon-Executive Director whilst the | ||
CEO of the Company who is also the Managing Director is | ||
Mazuin Ismail. Mazuin Ismail was appointed on 1 January 2024 | ||
in place of Ir. Mohd Yusri Mohamed Yusof due to Top | ||
Management mobility within PETRONAS. | ||
The Chairman is primarily responsible for the stewardship and | ||
smooth functioning of the Board, whilst the MD/CEO is | ||
responsible for the overall operations of the business, | ||
organisational effectiveness and the implementation of the | ||
Group's strategies and policies. Given the Company's synergetic | ||
business operational integration with Petroliam Nasional Berhad | ||
(PETRONAS), it is in the best interest of the Company that the | ||
Chairman is a Non-IndependentNon-Executive Director. | ||
The MD/CEO also manages the respective responsibilities of the | ||
divisions and departments in the Company, and he is assisted in | ||
the management of the business by the Senior Management. The | ||
Senior Management ensures that effective systems, controls and | ||
resources are in place to execute business strategies and | ||
decisions taken by the MD/CEO and/or the Board. | ||
Explanation for | : | |
departure | ||
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure:
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Timeframe:
Intended Outcome
Every company is headed by a board, which assumes responsibility for the company's leadership and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.4
The Chairman of the board should not be a member of the Audit Committee, Nomination Committee or Remuneration Committee
Note: If the board Chairman is not a member of any of these specified committees, but the board allows the Chairman to participate in any or all of these committees' meetings, by way of invitation, then the status of this practice should be a 'Departure'.
Application | : | Applied | ||||
Explanation on | : | The Chairman of the Board, Datuk Ir. (Dr) Abdul Rahim Hashim, | ||||
application of the | who is a Non-IndependentNon-Executive Director, is neither a | |||||
practice | member of any of the Board Committees nor participate in any of | |||||
the Board Committees' meetings. | ||||||
The Board Committees' TOR and Board Succession Planning | ||||||
Framework and selection criteria stipulate clearly that the Board | ||||||
Chairman shall not be appointed as a member of any Board | ||||||
Committees. | ||||||
The profile of Datuk Ir. (Dr) Abdul Rahim Hashim is available on | ||||||
page 72 of the PCG Integrated Report 2023 (PCG IR 2023) and | ||||||
the | Company's | corporate | website | at | ||
https://www.petronas.com/pcg/about-us/board-members. | ||||||
Explanation for | : | |||||
departure | ||||||
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
Measure:
Timeframe:
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Intended Outcome
Every company is headed by a board, which assumes responsibility for the company's
leadership and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.5
The board is supported by a suitably qualified and competent Company Secretary to provide sound governance advice, ensure adherence to rules and procedures, and advocate adoption of corporate governance best practices.
Application | : | Applied |
Explanation on | : | The Board is supported by two company secretaries, Azira |
application of the | Marini Ab Rahim and Mek Yam @ Mariam Hassan, who are | |
practice | qualified under Section 235 of the CA 2016. Their profiles are | |
available on page 77 of the PCG Integrated Report 2023 (PCG | ||
IR 2023) and the Company's corporate website at | ||
https://www.petronas.com/pcg/about-us/board-members. | ||
Both act as advisors to the Board, particularly with regard to the | ||
corporate governance, Company's Constitution, policies and | ||
procedures and its compliance with regulatory requirements, | ||
codes, guidelines and legislations. Each Director is able to | ||
communicate directly with the Company Secretaries on all | ||
matters relating to the functioning of the Board. | ||
The Company Secretaries ensure that discussions and | ||
deliberations at the Board and Board Committee meetings are | ||
well documented and subsequently to ensure action items | ||
remain as matters arising in the minutes of meetings until they | ||
are resolved and completed. | ||
The Company Secretaries in keeping abreast with the evolving | ||
regulatory changes and developments in corporate governance | ||
and other relevant laws/regulations have attended various training | ||
during financial year 2023. The list of trainings attended by the | ||
Company Secretaries is available on page 89 of the PCG IR 2023. | ||
In this regard, both the Company Secretaries are qualified and | ||
competent in their roles. The Board is satisfied with the | ||
performance and support rendered by the Company Secretaries | ||
to the Board in discharging their functions. | ||
Explanation for | : | |
departure | ||
Large companies are required to complete the columns below. Non-large companies are encouraged to complete the columns below.
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Measure:
Timeframe:
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Disclaimer
PETRONAS Chemicals Group Berhad published this content on 21 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2024 08:23:07 UTC.