Corporate Governance

Board Charter

This Board Charter serves as a reference point to provide insight into the Board’s fiduciary duties, governance structure, authority, terms of reference (“TOR”) of the Audit and Risk Management Committee (“ARMC”), Nomination Committee (“NC”), Remuneration Committee (“RC”) and any other committees deemed necessary by the Board (collectively known as the “Board Committees”) and key senior management (“Management”) (“Board Charter”).

Terms of Reference (Audit and Risk Management Committee)

The ARMC was established by the Board of Directors (“Board”) of HPP Holdings Berhad (“HPP” or “the Company”) and its subsidiaries (“Group”) on 25 November 2019.

Terms of Reference (Remuneration Committee)

The RC was established by the Board of Directors (“Board”) of HPP Holdings Berhad (“HPP” or “the Company”) and its subsidiaries (“Group”) on 25 November 2019.

Terms of Reference (Nomination Committee)

The NC was established by the Board of Directors (“Board”) of HPP Holdings Berhad (“HPP” or “the Company”) and its subsidiaries (“Group”) on 25 November 2019.

Code of Conduct and Ethics

HPP Holdings Berhad (“HPP” or the “the Company”) adopted its first set of the code of conduct and ethics (the “Code”) for the company and its subsidiaries (the “Group”) on 25 November 2019.

External Auditor Policy

The objective of this External Auditors Assessment Policy (“Policy”) is to outline the guidelines and procedures for the ARMC to assess and review the external auditors.

Whistleblowing Policy

This Policy is intended to reflect a robust whistleblowing approach that can deter current and future misconducts. Bona fide concerns relating to misconducts can be reported in accordance with the stipulations encapsulated in this Policy.

Gender Diversity Policy

HPP Holdings Berhad (“HPP” or “the Company”) and its subsidiaries (“the Group”) believes in diversity and values the benefits that diversity can bring to its Board of Directors (“the Board”) and the Group.

Remuneration Policy

The Remuneration Policy (“Policy”) has been drafted to provide a guidance for the Board and the Remuneration Committee (“RC”) in determining the remuneration of individual Directors and Management and create a strong performance-oriented environment which is able to attract, motivate and retain talent.

Directors Code of Ethics

This policy outlines the Group’s approach to assessing the fitness and propriety of Responsible Persons to ensure they have the character, experience, integrity, competence, and time commitment to effectively fulfill their roles, in line with good corporate governance practices.

Anti-bribery and Anti-corruption Policy

This policy outlines the responsibilities of business units in upholding HPP Holdings Berhad’s stance on bribery and corruption. It applies to all corporate offices, plants, subsidiaries, and associated persons, including officers, directors, employees, contractors, sponsors, clients, suppliers, agents, consultants, business partners, and third parties. All are required to comply.

Directors Fit and Proper Policy

This policy outlines the Group’s approach to assessing the fitness and propriety of Responsible Persons to ensure they have the character, experience, integrity, competence, and time commitment to effectively fulfill their roles, in line with good corporate governance practices.

Conflict of Interest Policy

This Policy outlines the disclosure obligations of each Director and Key Senior Management of the Group with respect to Conflict of Interest, the procedures to be followed when a Conflict of Interest arises or potentially arises to ensure systematic identification, disclosure, and management of conflict of interest in an effective and timely manner.