CORPORATE GOVERNANCE

As a fully responsible private equity firm dedicated to corporate transparency and investor protection, PE Group is fully committed to transparency and as such, we subscribe to the relevant and applicable principles of corporate governance requirements. While we are not a listed entity, we strive to comply with the strong corporate governance framework of public regulatory authorities such as that of Bursa Malaysia Securities Berhad (Bursa Malaysia) or the Malaysian Code on Corporate Governance as an added commitment of good oversight on our part.

OUR CORPORATE GOVERNANCE FRAMEWORK

The Board and Management of PE Group are committed to the highest standards of corporate governance and have implemented the PE Group Corporate Governance Framework at the company level, while advocating good governance practices within that Framework to all portfolio companies that we invest in. A pragmatic corporate governance framework has been developed, approved by the Board and adopted by PE Group based on the following principles:

Proper transparency. accountability and oversight in all our actions and a commitment to investor protection

To strive for long term value creation for all our shareholders and stakeholders and to manage all our risks and returns appropriately

To promote traits of innovation and entrepreneurship within our group through leadership by example and in still a healthy culture of proper over sight and good governance framework

As part of best practice in good corporate governance, the PE Group Board Of Directors has adopted a Governance Charter that delineates the key governance principles to be adhered to by the Board and the Company. The charter addresses, among others, the following matters:-

Duties and Responsibilities of the Board;
Composition of the Board;
Code of Conduct;
Delegation of Authority;

The adopted Governance Charter sets out the key values, principles and corporate governance framework of PE Group. In this regard, the Governance Charter serves not only as a reminder of the Board’s roles and responsibilities, but also as a general statement of intent and expectation as to how the Board will discharge its duties.

To assist the PE Group Board in the efficient discharge of its responsibilities in providing independent oversight of the Company’s management, a number of board committees (Board Committees) have been established, as set out below:

a. Audit and Risk Management Committee (ARMC);
b. Nomination and Remuneration Committee (NRC);
c. Investment Committee (IC); and
d. CSR Committee (CC).

a. Provide assistance to the Board in fulfilling its fiduciary responsibilities particularly relating to business ethics, policies and financial management control;
b. Review management actions and policies in relation to risk and audit oversight within the company on compliance wiith regulations and company policies
c. Ensure effective corporate governance, internal controls and financial reporting practices.

a. In relation to nomination, its functions include the following: to nominate and recommend to the Board, candidates to be appointed as Director of the Company; to assist the Board in its annual review of its required mix of skills, experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board; and to assist the Board in implementing an assessment programme to assess the effectiveness of the Board as a whole, the committees of the Board and the individual director on an annual basis.

b. In relation to remuneration, its responsibilities shall include the following:
i. to determine and recommend a framework or broad policy for remuneration;
ii. to review and assess changes in the company remmuneration policies as deemed appropriate
iii. to make recommendations on any Board decision affecting remmuneration

The Investment Committee shall be made up of appropriate Senior Management and Board Directors. They shall ensure investment decisions are made on a timely basis with adequate oversight, due diligence and strong accountability.

The key responsibilities and functions of the Investment Committee include:
a. approving recommendation of all investment and divestment decisions made by PEG;
b. approving all decisions pertaining to the management of all investments made by PEG; and
c. making a proper oversight of all investment policies and processes.

The CSR Committee (CC) shall be made up of appropriate Senior Management and Board of Director members. They shall review and monitor PEG’ CSR programmes and ensure that the Company implements the highest standards of governance and internal control for CSR activities.

The key responsibilities and functions of the CC shall include:
i. to review and approve PEG’s CSR budget and allocation for the different CSR programmes and initiatives;
ii. to monitor the implementation of all CSR activities; and
iii. To formulate appropriate policies and ensure compliance with good practices on CSR by the company.

TERMS OF REFERENCE

The Terms of Reference of the main Board Committees can be downloaded below:

DISCLOSURE POLICY

At PE Group, we adhere to the highest standards of corporate governance and aim to adopt global best practices throughout our operations. We also uphold global private equity best practices in ensuring fair and prompt disclosure of information with regard to all investments. We have formulated a detailed Disclosure Policy which can be be viewed at:

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