OUR GOVERNANCE MODEL AND FRAMEWORK
The Governance Framework of TM is guided by the principles and best practices of corporate governance as prescribed by the Main Market Listing Requirements (Main LR) of Bursa Malaysia Securities Berhad (Bursa Securities), Malaysian Code on Corporate Governance (MCCG) 2021, Corporate Governance Guide, international best practices and standards on corporate governance.
As part of the Group’s Governance Framework, specific responsibilities are delegated to relevant Board Committees and Management Committees, providing support to our Board in
key areas such as financial review, human capital management, internal control and risk management, as well as governance, procurement and ESG matters.
TM’s Governance Framework is supported by the Board Charter, Limits of Authority (LoA) Matrix and Business Policy and Governance (BPG). An annual review is conducted according to the Board Charter, whilst the LoA and BPG are reviewed and updated in line with TM Group internal reorganisation and transformation initiatives.
The following sections outline how TM has applied the three (3) principles under the MCCG:
To date and for the financial year 2022, TM has adopted all recommended practices in the MCCG save for Practice 8.3 – Step Up on the full disclosure of detail remuneration of each member of senior management on a named basis.
This Corporate Governance Overview Statement is to be read together with the Corporate Governance Report (CG Report) 2022, which further elaborates on how the practices of the MCCG are applied and any departure thereto. The CG Report is available at www.tm.com.my/iar2022
KNOW MORE ABOUT OUR CORPORATE GOVERNANCE
Corporate Governance Report
The Corporate Governance Overview Statements with the CG Report set out the manner in which the Company observes the Intended Outcome as prescribed in MCCG. As at 31 December 2022, TM observed the Intended Outcomes of the principles of the MCCG. The Company has adopted all recommended practices in the MCCG save for Practice 8.3 – Step Up on the full disclosure of detail remuneration of each member of senior management on a named basis. The CG Report provides the details how the Company has applied each Practice as well as the departures and alternative measures in place within the Company during the financial year 2022 and demonstrates the commitment of the Board and Management of the Group in applying and embracing the high standards of CG in the organisation.
Directors’ Statement On Risk Management And Internal Control
Under Paragraph 15.26(b) of the Main LR of Bursa Malaysia Securities Berhad (Bursa Securities), the Board of Directors of listed issuers is required to include in their annual report a statement about the state of risk management and internal control of the listed issuer as a group. Accordingly, TM’s Board of Directors (“Board”) is pleased to provide the following statement that has been prepared in accordance with the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed issuers endorsed by Bursa Securities, which outlines the nature and scope of the risk management and internal control within TM Group during the financial year under review.
TM Board and Subsidiaries Remuneration Framework
The policy ensures that our remuneration is market competitive and equitable while aligning with our strategic thrusts and value drivers as well.
Top Senior Management Remuneration Framework
The Policy supports our vision and drives our business strategy to attract and maintain talent. It encompasses terms of employment, reward structure, fringe benefits and pivotal positions.
Guide for Excellence in Corporate Governance
A compilation of the terms of references of our Board and Board Committees, practices, principles and codes as a primary source of reference on our governance policies.
TM Code of Conduct and Business Ethics
This Code provides guidance in resolving any business, legal and ethical issues that one may encounter when conducting business, as well as the standards of behaviour expected of all those in upper management.
The Companies Act 2016
As a public company limited by shares, enclosed is Telekom Malaysia’s Constitution and every statutory modification or re-enactment made since first being in force, including subsidiary legislation too.
TM BOARD RECOGNISES THE IMPORTANCE OF ADDRESSING CONFLICTS WITHIN THE BOARD SENSIBLY, FAIRLY AND EFFICIENTLY WITHIN THE COMPANY, IRRESPECTIVE OF THE PARTIES INVOLVED.
The Chairman and Senior Independent Director (SID) have a tacit role to act as the intermediary to resolve any issue or sensitive matter that arises between members of the Board. In instances of conflict or issues between Board members and employees involving unethical conduct of any member of the Board, TM has established a grievance procedure whereby aggrieved employees may escalate complaints against the Board member via a formal channel through the SID and/or the Company Secretary.
The SID and/or Company Secretary will evaluate and, if required, stream the complaint to the NRC Chairman for consultation to decide on the next course of action. If the complaint is substantiated and warrants further investigation, an independent ad hoc Board Ethics Committee will be established to review and investigate the complaint and recommend the next course of action to the NRC. Ultimately, TM Board will decide on the most appropriate action to be taken against the Director.