Corporate

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OUR GOVERNANCE MODEL AND FRAMEWORK

TM’s Governance Framework is guided by the principles and best practices of corporate governance as prescribed by the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Malaysian Code on Corporate Governance 2021 (MCCG), Corporate Governance Guide and international best practices and standards on corporate governance. As part of the Group’s Governance Framework, specific powers of the Board are delegated to the relevant Board and Management Committees. The Governance Framework is supported by the Board Charter, Limits of Authority Matrix (LoA) and Business Policy and Governance (BPG).

It firstly includes open, clear and timely communication with our shareholders. Secondly, a skilled, experienced, diverse and majority independent Board which is supported by the relevant Board Committees. Thirdly, clear delegation, decision making and accountability structure to uphold it all. Fourthly, robust systems of risk management and assurance. Fifth, our Values, Code of Conduct and Business Ethics and policy framework which define the standards of behaviour expected to achieve our targets based on the agreed strategy.

This section outlines how TM applies the three (3) key principles of the MCCG:

PRINCIPLE A

Board leadership and effectiveness

PRINCIPLE B

Effective audit and risk management

PRINCIPLE C

Integrity in corporate reporting and meaningful
relationship with stakeholders

The CG Overview Statement is to be read together with the Corporate Governance Report (CG Report) 2021, which further elaborates on how the Practices of the MCCG are applied, as well as the departures and alternative measures adopted for the financial year 2021 and up to the date of the statements.

KNOW MORE ABOUT OUR CORPORATE GOVERNANCE

IN-DEPTH INFORMATION

Report

Corporate Governance Report

Together with the CG Report, this Report sets out how the Company observes the Intended Outcome as prescribed in the MCCG. As of 31 December 2021, TM has adopted 44 recommended Practices in the MCCG.

Statement

Directors’ Statement On Risk Management And Internal Control

This statement outlines the nature and scope of the risk management and internal control within TM Group during the financial year under review.

Policy

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.

Policy

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.

Board Charter

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.

Code of Conduct

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.

Constitution

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.