Corporate Governance Overview Statement Overview of Our Approach to Corporate Governance The Board of Directors (the Board) sets and steers the direction of Digi Group (Digi and its subsidiaries) and brings independent, informed and effective judgement on material decisions reserved for the Board. The Board also ensures that strategy, risk, performance and sustainable development considerations are effectively integrated and appropriately balanced. Recognising the importance of good corporate governance, the Board is committed to uphold high standards of business integrity and ethics and has worked with the Management to maintain these standards through the course of the year. For a fair view of the Board’s priorities and the Company’s corporate governance practices in 2021, this statement is to be read together with the Corporate Governance Report (CG Report).The CG Report elaborates on the Company’s application of each Principle of the Malaysian Code of Corporate Governance (MCCG) updated in 2021 for the financial year under review.This statement should also be read alongside the Statement on Risk Management and Internal Control (SORMIC). Summary of Corporate Governance Practices Digi has applied all applicable Practices set out in the MCCG (updated 2021) for the financial year ended 31 December 2021 save for the below provisions of the MCCG. A more thorough description in the manner which Digi is addressing these departures are set out in the CG report which is available on Digi’s website as well as via the announcement on the portal of Bursa Malaysia Securities Berhad (Bursa Malaysia). Practice 1.4 Practice 8.2 Practice 5.2 Practice 13.6 The Chairman of the board should not be a member of the Audit Committee, Nomination Committee or Remuneration Committee The board discloses on a named basis the top five senior management’s remuneration component including salary, bonus, benefits in-kind and other emoluments in bands of RM50,000 At least half of the board comprises independent directors. For Large Companies, the board comprises a majority independent directors Minutes of thegeneralmeeting shouldbecirculated to shareholders no later than 30 business days after the general meeting In order for the Board to be able to effectively monitor Digi’s crisis management, the Board has met up on a regular basis throughout 2021 to monitor the impact of the Covid-19 pandemic on Digi’s operations and how Management was responding to the developments and following through with the initiatives taken by Digi for the continuity of its operations whilst constantly fostering a safe work environment for its employees. The Board emphasises and fosters a positive safety and health culture. The Health and Safety (HS&S) topic has been made the focus and mandatory agenda in Board meetings. The Management is advised to continually engage Board in discussion on HS&S and risk issues during Board meetings. Digi has now set up a working committee to support the implementation of a HS&S roadmap which will extend to a more leadership involvement. 94 Digi.Com Berhad At A Glance Message To Shareholders How We Create Value Strategies To Create Value
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