PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

RESPONSIBILITIES OF THE BOARD

YTL L&D is led and managed by an experienced Board with a wide and varied range of expertise to address and manage the complexity and scale of the YTL L&D Group’s operations. This broad spectrum of skills and experience ensures the YTL L&D Group is under the guidance of an accountable and competent Board. The Directors recognise the key role they play in charting the strategic direction, development and control of the YTL L&D Group.

Key elements of the Board’s stewardship responsibilities include:

• Reviewing and adopting strategic plans for the YTL L&D Group; to ensure long-term, sustainable value creation for the benefit of its stakeholders;

• Overseeing the conduct of the YTL L&D Group’s business operations and financial performance, including the economic, environmental and social impacts of its operations;

• Identifying and understanding the principal risks affecting the YTL L&D Group’s businesses in order to determine the appropriate risk appetite within which management is expected to operate;

• Maintaining a sound risk management and internal control framework, supported by appropriate mitigation measures;

• Succession planning; and

• Overseeing the development and implementation of shareholder communications policies.

The Board is led by the Chairman who is responsible for instilling good corporate governance practices, leadership and effectiveness of the Board. In June 2018, the Board approved the re-designations of Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, who was re designated as the Executive Chairman, from Managing Director previously, and Dato’ Yeoh Seok Kian, who was re-designated as the Managing Director, from Executive Director previously. Dato’ Suleiman bin Abdul Manan stepped down from his current position as the Non-Executive Chairman and remains on the Board as a Non-Executive Director.

There is a balance of power, authority and accountability between the Executive Chairman and the Managing Director with a clear division of responsibility between the running of the Board and the Company’s business respectively. The positions of Executive Chairman and Managing Director are separate and clearly defined, and are held by different members of the Board.

The Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role, and is primarily responsible for leading the Board in setting the values and standards of the Company, the orderly and effective conduct of the meetings of the Board and shareholders, maintaining a relationship of trust with and between the Executive and Non- Executive Directors, ensuring the provision of accurate, timely and clear information to Directors, facilitating the effective contribution of Non-Executive Directors and ensuring that constructive relations are maintained between Executive and Non-Executive Directors.

The Managing Director is responsible for, amongst others, overseeing the day-to-day running of the business, implementation of Board policies and strategies, and making of operational decisions, serving as the conduit between the Board and the Management in ensuring the success of the Company’s governance and management functions, ensuring effective communication with shareholders and relevant stakeholders, providing strong leadership, i.e., effectively communicating a vision, management philosophy and business strategy to employees, and keeping the Board informed of salient aspects and issues concerning the Group’s operations.

The Managing Director and Executive Directors are accountable to the Board for the profitability and development of the YTL L&D Group, consistent with the primary aim of enhancing long term shareholder value. The Independent Non-Executive Directors have the experience and business acumen necessary to carry sufficient weight in the Board’s decisions and the presence of these Independent Non-Executive Directors brings an additional element of balance to the Board as they do not participate in the day-to-day running of the YTL L&D Group.

The roles of Executive and Non-Executive Directors are differentiated, both having fiduciary duties towards shareholders. Executive Directors have a direct responsibility for business operations whereas Non-Executive Directors have the necessary skill and experience to bring an independent judgment to bear on issues of strategy, performance and resources brought before the Board. The Executive Directors are collectively accountable for the running and management of the YTL L&D Group’s operations and for ensuring that strategies are fully discussed and examined, and take account of the long-term interests of shareholders, employees, customers, suppliers and the many communities in which the YTL L&D Group conducts its business.

In the discharge of their responsibilities, the Directors have established functions which are reserved for the Board and those which are delegated to management. Key matters reserved for the Board’s approval include overall strategic direction, business expansion and restructuring plans, material acquisitions and disposals, expenditure over certain limits, issuance of new securities and capital alteration plans. Further information on authorisation procedures, authority levels and other key processes can also be found in the Statement on Risk Management & Internal Control set out in the Annual Report.

The Board believes sustainability is integral to the long-term success of the YTL L&D Group. Further information on the YTL L&D Group’s sustainability activities can be found in the Sustainability Statement in the Annual Report.

BOARD MEETINGS AND PROCEDURES

Board meetings are scheduled with due notice in advance at least 5 times in a year in order to review and approve the annual and interim financial results. Additional meetings may also be convened on an ad-hoc basis when significant issues arise relating to the YTL L&D Group and when necessary to review the progress of its operating subsidiaries in achieving their strategic goals. The Board met 5 times during the financial year ended 30 June 2018.

The Directors are fully apprised of the need to determine and disclose potential or actual conflicts of interest which may arise in relation to transactions or matters which come before the Board. In accordance with applicable laws and regulations, the Directors formally disclose any direct or indirect interests or conflicts of interests in such transactions or matters as and when they arise and abstain from deliberations and voting at Board meetings as required.

The Directors have full and unrestricted access to all information pertaining to the YTL L&D Group’s business and affairs to enable them to discharge their duties. At least one week prior to each Board meeting, all Directors receive the agenda together with a comprehensive set of Board papers encompassing qualitative and quantitative information relevant to the business of the meeting. This allows the Directors to obtain further explanations or clarifications, where necessary, in order to be properly briefed before each meeting.

Board papers are presented in a consistent, concise and comprehensive format, and include, where relevant to the proposal put forward for the Board’s deliberation, approval or knowledge, progress reports on the YTL L&D Group’s operations and detailed information on corporate proposals, major fund raising exercises and significant acquisitions and disposals. Where necessary or prudent, professional advisers may be on hand to provide further information and respond directly to Directors’ queries. In order to maintain confidentiality, Board papers on issues that are deemed to be price-sensitive may be handed out to Directors during the Board meeting.

The minutes of the Board and/or Board Committee meetings are circulated and confirmed at the next meeting. Once confirmed, the minutes of the Board Committee meetings are subsequently presented to the Board for notation.

COMPANY SECRETARY

The Board is supported by a professionally qualified and competent Company Secretary. The Company Secretary, Ms Ho Say Keng, is a Fellow of the Chartered Association of Certified Accountants, a registered member of the Malaysian Institute of Accountants and an affiliate member of the Malaysian Institute of Chartered Secretaries and Administrators, and is qualified to act as Company Secretary under Section 235(2)(a) of the Companies Act 2016.

The Company Secretary ensures that Board procedures are adhered to at all times during meetings and advises the Board on matters including corporate governance issues and the Directors’ responsibilities in complying with relevant legislation and regulations.The Company Secretary works very closely with Management for timely and appropriate information, which will then be passed on to the Directors. In accordance with the Board’s procedures, deliberations and conclusions in Board meetings are recorded by the Company Secretary, who ensures that accurate and proper records of the proceedings of Board meetings and resolutions passed are recorded and kept in the statutory register at the registered office of the Company.

During the financial year under review, the Company Secretary attended training, seminars and regulatory briefings and updates relevant for the effective discharge of her duties. The Company Secretary also carried out an ongoing review of existing practices in comparison with the new measures introduced in the Code.

BOARD CHARTER

The Board’s functions are governed and regulated by its Charter, the Constitution of the Company and the various applicable legislation, Listing Requirements and other regulations and codes. The Board’s Charter was formalised during the financial year ended 30 June 2014 and a copy can be found under the “Governance” section on the Company’s website at www.ytlland.com. The Board Charter clearly sets out the role and responsibilities of the Board, Board committees, Directors and Management and the issues and decisions reserved for the Board. The Board Charter is reviewed and updated periodically when necessary.

BUSINESS CONDUCT AND ETHICS

The Directors observe and adhere to the Code of Ethics for Company Directors established by the Companies Commission of Malaysia, which encompasses the formulation of corporate accountability standards in order to establish an ethical corporate environment. YTL L&D has an established track record for good governance and ethical conduct, and is also guided by the corporate culture of its parent company, YTL Corporation Berhad (“YTL Corp”). YTL Corp is in the process of updating and formalising the code of conduct for all employees of its group of companies in a consolidated employee handbook, which also sets out a whistleblowing policy and procedures.

COMPOSITION OF THE BOARD

The Board currently has 10 Directors, comprising 6 executive members and 4 non-executive members, 3 of whom are independent.

The Independent Directors comprise 30.0% of the Board. This provides an effective check and balance in the functioning of the Board, and complies with the Listing Requirements, which require one-third of the Board to be independent. The Directors are cognisant of the recommendation in the Code for at least half of the Board to comprise independent directors and will assess the composition and size of the Board on an ongoing basis to ensure the needs of the Company are met. The Board is of the view that the current Independent Non-Executive Directors have the experience and business acumen necessary to carry sufficient weight in the Board’s decisions, and act in the best interests of the shareholders.

There are currently 3 Independent Non-Executive Directors, Tan Sri Datuk Seri Panglima Dr Abu Hassan Bin Othman, Dato’ Cheong Keap Tai and Mr Eu Peng Meng @ Leslie Eu, who have served on the Board for a period exceeding the nine-year term limit recommended in the Code. In accordance with current practice, approval through a vote of all shareholders via the single-tier voting process will continue to be sought at the forthcoming seventy-eighth Annual General Meeting (“AGM”) of YTL L&D for Tan Sri Datuk Seri Panglima Dr Abu Hassan Bin Othman, Dato’ Cheong Keap Tai and Mr Eu Peng Meng @ Leslie Eu to continue to serve as Independent Non-Executive Directors. Further information on the review and assessment process can be found in the Nominating Committee Statement, whilst details of the resolution, together with the rationale for approval sought, can be found in the Notice of Annual General Meeting in the Annual Report.

In accordance with the Company’s Constitution, at least one-third of the Directors are required to retire from office at each Annual General Meeting (“AGM”) and may offer themselves for re-election by rotation. Directors who are appointed by the Board during the financial year are subject to re-election by shareholders at the next AGM held following their appointments.

The names of Directors seeking re-election at the forthcoming AGM are disclosed in the Notice of Annual General Meeting, which can be found in the Annual Report. The details of the Directors can be found in the Profile of the Board of Directors set out in the Annual Report and this information is also available under the “Governance” section on the Company’s website at www.ytlland.com.

BOARD AND SENIOR MANAGEMENT APPOINTMENTS

The Nominating Committee is chaired by an Independent Non- Executive Director and is responsible for assessing suitable candidates for appointment to the Board for approval, taking into account the required mix of skills, diversity, experience and expertise of members of the Board before submitting its recommendation to the Board for decision. Nevertheless, in identifying future candidates, the Board will also endeavour to utilise independent sources including external human resources consultants and specialised databases, as appropriate.

Meanwhile, members of senior management are selected based on relevant industry experience, with due regard for diversity in skills, experience, age, background and gender, and are appointed by the Executive Chairman and/or the Managing Director following recommendation by the Executive Director in charge of the relevant division.

As the Board’s overriding aim is to maintain a strong and effective Board, it seeks to ensure that all appointments are made on merit, taking into account the collective balance of elements such as skills, experience, age, gender, ethnicity, background and perspective. The Board recognises the importance of encouraging and developing female talent at all levels. Currently there is one female director on the Board comprising 10.0% of the Board. Although it has not set any specific measurable objectives, the Board intends to continue its current approach to support diversity in all aspects while at the same time seeking Board members of the highest calibre, and with the necessary strength, experience and skills to meet the needs of the Company.

EVALUATION OF THE BOARD

Annual evaluation of the Board as a whole, Board Committees and the individual Directors is carried out by the Nominating Committee. The evaluation carried out during the financial year under review involved an annual assessment of the effectiveness of each individual Director and the Board as a whole with the objectives of assessing whether the Board and the Directors had effectively performed its/their roles and fulfilled its/their responsibilities, and devoted sufficient time commitment to the Company’s affairs, in addition to recommending areas for improvement.

The assessment exercise was facilitated by the Company Secretary and took the form of completion of questionnaires/ evaluation forms comprising a Board and Nominating Committee Effectiveness Evaluation Form, Individual Director Performance Evaluation Form, Independent Directors’ Evaluation Form, Audit Committee Effectiveness Evaluation Form and Audit Committee Members Evaluation Form. Further information on the activities of the Nominating Committee can be found in the Nominating Committee Statement set out in the Annual Report. This information is also available under the “Governance” section on the Company’s website at www.ytlland.com.

REMUNERATION

Directors’ remuneration is decided in line with the objective recommended by the Code to determine the remuneration for Directors so as to attract, retain, motivate and incentivise Directors of the necessary calibre to lead the YTL L&D Group successfully. In general, the remuneration of the Directors is reviewed against the performance of the individual and the YTL L&D Group. The Executive Directors’ remuneration consists of basic salary, other emoluments and other customary benefits as appropriate to a senior management member. The component parts of remuneration are structured so as to link rewards to performance. Directors do not participate in decisions regarding their own remuneration packages and Directors’ fees must be approved by shareholders at the AGM.

The Board does not currently have a separate committee to perform this function but will target to establish a remuneration committee within the next two years.

Details of the Directors’ remuneration categorised into appropriate components can be found in Note 9 in the Notes to the Financial Statements in the Annual Report. Meanwhile, as regards the remuneration of the YTL L&D Group’s senior management team, the Board is of the view that the disclosure of these details would not be in the best interests of YTL L&D Group due to confidentiality and the competitive nature of the industries in which the YTL L&D Group operates, as well as for business and personal security reasons.

BOARD COMMITMENT

In accordance with the Listing Requirements, each member of the Board holds not more than five directorships in public listed companies. This ensures that their commitment, resources and time are focused on the affairs of the YTL L&D Group thereby enabling them to discharge their duties effectively.

Presently, each Board member is required to assess (via the annual assessment process) whether he/she devotes the necessary time and energy to fulfilling his/her commitments to the Company. The Board recognises that an individual’s capacity for work varies depending on various factors that weigh very much on his/her own assessment. Hence, having rigid protocols in place before any new directorships may be accepted is not practical. Each Board member is also expected to inform the Board whenever he/she is appointed as an officer of a corporation.

The details of each Director’s attendance of Board meetings can be found in the Profile of the Board of Directors whilst details of the training programmes attended during the year under review are disclosed in the Nominating Committee Statement in the Annual Report. This information is also available under the “Governance” section on the Company’s website at www.ytlland.com.

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

INTEGRITY IN FINANCIAL REPORTING

The Directors are responsible for ensuring that financial statements are drawn up in accordance with the Listing Requirements, Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Statement of Directors’ Responsibilities made pursuant to Section 248-249 of the Companies Act 2016 is set out in the Annual Report.

In presenting the financial statements, the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates, to present a true and fair assessment of the Company’s position and prospects. Interim financial reports were reviewed by the Audit Committee and approved by the Board prior to release to Bursa Securities.

AUDIT COMMITTEE

The Company has in place an Audit Committee which comprises 3 Independent Non-Executive Directors, in compliance with the Listing Requirements and the Code, namely Mr. Eu Peng Meng @ Leslie Eu, Tan Sri Datuk Seri Panglima Dr Abu Hassan Bin Othman and Dato’ Cheong Keap Tai. The Chairman of the Audit Committee is Mr Eu Peng Meng @ Leslie Eu, in accordance with the recommendations of the Code that the chairman of the audit committee should not be the chairman of the Board.

The members of the Audit Committee possess a wide range of necessary skills to discharge their duties, and are financially literate and able to understand matters under the purview of the Audit Committee including the financial reporting process. The members of the Audit Committee also intend to continue to undertake professional development by attending training to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules.

The Audit Committee holds quarterly meetings to review matters including the YTL L&D Group’s financial reporting, the audit plans for the financial year and recurrent related party transactions, as well as to deliberate the findings of the internal and external auditors.

The Audit Committee met 5 times during the financial year ended 30 June 2018. Full details of the composition and a summary of the work carried out by the Audit Committee during the financial year can be found in the Audit Committee Report set out in the Annual Report. This information and the terms of reference of the Audit Committee are available under the “Governance” section on the Company’s website at www.ytlland.com.

The Audit Committee has established formal and professional arrangements for maintaining an appropriate relationship with the Company’s external auditors, Messrs Ernst & Young (“EY”). The external auditors also attend each AGM in order to address clarifications sought pertaining to the audited financial statements by shareholders.

During the financial year under review, the Terms of Reference of the Audit Committee were updated to include the establishment of policies to assess the suitability, objectivity and independence of external auditors. It is intended that these policies, which will also include a requirement that a former key audit partner must observe a cooling-off period of two years before being appointed as a member of the Audit Committee, will be implemented within the next one year.

Details of the audit and non-audit fees paid/payable to EY for the financial year ended 30 June 2018 are as follows:-

                                                                         Company                                               Group

                                                                            RM’000                                                RM’000

Statutory audit fees paid/payable to:-

– EY                                                                      151                                                        250

– Affiliates of EY                                                      –                                                            –

Total                                                                      151                                                         250

Non-audit fees paid/payable to:-

– EY                                                                       10                                                           10

– Affiliates of EY                                                      –                                                             –

Total                                                                        10                                                          10

RISK MANAGEMENT & INTERNAL CONTROL

The Board acknowledges its overall responsibility for maintaining a sound system of risk management and internal control to safeguard the investment of its shareholders and the YTL L&D Group’s assets, and that these controls are designed to provide reasonable, but not absolute, assurance against the risk of occurrence of material errors, fraud or losses.

Details of the YTL L&D Group’s system of risk management and internal control are contained in the Statement on Risk Management & Internal Control and the Audit Committee Report as set out in the Annual Report.

INTERNAL AUDIT

YTL L&D’s internal audit function is carried out by the Internal Audit department within the YTL Corp Group (“YTLIA”), which reports directly to the Audit Committee. The Head of YTLIA, Mr Choong Hon Chow, is a member of the Malaysian Institute of Accountants and a fellow member of the Association of Chartered Certified Accountants (ACCA) UK. He started his career with the external audit division of a large public accounting firm before moving on to the internal audit profession in public listed companies and gained valuable and extensive internal audit experiences covering many areas of diversified commercial businesses and activities. He has a total of 35 years of internal and external audit experience.

YTLIA comprises 8 full-time personnel. The personnel of YTLIA are free from any relationships or conflicts of interest which could impair their objectivity and independence.

The internal audit function adopts the framework based on the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors.

The activities of the internal audit function during the year under review included:-

• Developing the annual internal audit plan and proposing this plan to the Board;

• Conducting scheduled internal audit engagements, focusing primarily on the effectiveness of internal controls and recommending improvements where necessary;

• Conducting follow-up reviews to assess if appropriate action has been taken to address issues highlighted in audit reports; and

• Presenting audit findings to the Board for consideration.

Further details of the YTL L&D Group’s internal audit function are contained in the Statement on Risk Management & Internal Control and the Audit Committee Report as set out in the Annual Report.

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

COMMUNICATION WITH SHAREHOLDERS

The YTL L&D Group values dialogue with investors and constantly strives to improve transparency by maintaining channels of communication with shareholders and investors that enable the Board to convey information about performance, corporate strategy and other matters affecting stakeholders’ interests. The Board believes that a constructive and effective investor relationship is essential in enhancing shareholder value and recognises the importance of timely dissemination of information to shareholders.

Accordingly, the Board ensures that shareholders are kept well informed of any major development of the YTL L&D Group. Such information is communicated through the Annual Report, the various disclosures and announcements to Bursa Securities, including quarterly and annual results, and corporate websites. Corporate information, annual financial results, governance information, business reviews and future plans are disseminated through the Annual Report, whilst current corporate developments are communicated via the Company’s corporate website at www.ytlland.com and the YTL Corp Group’s community website at www.ytlcommunity.com, in addition to prescribed information, including its interim financial results, announcements, circulars, prospectuses and notices, which is released through the official website of Bursa Securities.

The Executive Chairman, Managing Director and the Executive Directors meet with analysts, institutional shareholders and investors throughout the year not only to promote the dissemination of the YTL L&D Group’s financial results but to provide updates on strategies and new developments to ensure better understanding of the YTL L&D Group’s operations and activities. Presentations based on permissible disclosures are made to explain the YTL L&D Group’s performance and major development programs.

Whilst efforts are made to provide as much information as possible to its shareholders and stakeholders, the Directors are cognisant of the legal and regulatory framework governing the release of material and sensitive information so as to not mislead its shareholders. Therefore, the information that is price-sensitive or that may be regarded as undisclosed material information about the YTL L&D Group is not disclosed to any party until after the prescribed announcement to Bursa Securities has been made.

CONDUCT OF GENERAL MEETING

The AGM is the principal forum for dialogue with shareholders. The Board provides opportunities for shareholders to raise questions pertaining to issues in the Annual Report, corporate developments in the YTL L&D Group, the resolutions being proposed and the business of the YTL L&D Group in general at every general meeting of the Company.

The Notice of the AGM and a circular to shareholders in relation to the renewal of the Company’s share buy-back and recurrent related party transactions mandates, if applicable, are sent to shareholders at least 28 days prior to the AGM in accordance with the Code, which also meets the criteria of the Listing Requirements and Companies Act 2016, which require the Notice of AGM to be sent 21 days prior to the AGM. This provides shareholders with sufficient time to review the YTL L&D Group’s financial and operational performance for the financial year and to fully evaluate new resolutions being proposed to make informed voting decisions at the AGM.

The Executive Chairman, Managing Director and Executive Directors take the opportunity to present a comprehensive review of the progress and performance of the YTL L&D Group and provide appropriate answers in response to shareholders’ questions during the meeting, thereby ensuring a high level of accountability, transparency and identification with the YTL L&D Group’s business operations, strategy and goals. The Directors are mindful of the recommendation under the Code that all directors must attend general meetings and fully appreciate the need for their attendance at all such meetings.

Extraordinary general meetings are held as and when required to seek shareholders’ approval. The Executive Chairman, Managing Director and Executive Directors take the opportunity to fully explain the rationale for proposals put forth for approval and the implications of such proposals for the Company and to reply to shareholders’ questions.

Voting in absentia is not applied as general meetings are always held at easily accessible locations, in the centre of Kuala Lumpur. Shareholders who are unable to attend the meetings can appoint a proxy to vote on their behalf.

Where applicable, each item of special business included in the notice of the meeting is accompanied by an explanatory statement for the proposed resolution to facilitate full understanding and evaluation of the issues involved. All resolutions are put to vote by electronic poll voting and an independent scrutineer is appointed to verify poll results. The results of the electronic poll voting are announced in a timely manner, usually within half an hour of the voting process to enable sufficient time for the results to be tabulated and verified by the independent scrutineer.

The rights of shareholders, including the right to demand for a poll, are found in the Constitution of the Company. At the 77th AGM of the Company, held on 12 December 2017, the resolutions put forth for shareholders’ approval were voted on by way of a poll.

This statement and the CG Report were approved by the Board of Directors on 29 August 2018.

Click here to view CG report.

• Dato’ Cheong Keap Tai

• Eu Peng Meng @ Leslie Eu

The NC met twice during financial year ended 30 June 2018, attended by all members.

TERMS OF REFERENCE

1. Primary Purposes

1.1 To provide assistance to the Board of Directors (“Board”) in overseeing the selection and assessment of Directors to ensure that the Board composition meets the need of YTL Land & Development Berhad and its subsidiaries (“Group”).

1.2 To develop, maintain and review the criteria to be used in the recruitment process and annual assessment of Directors and the independence of Independent Directors.

1.3 To recommend suitable candidate(s) for appointments to the Board and the Committee of the Board.

1.4 To facilitate Board induction and training programmes.

2. Composition

2.1 The Committee shall be appointed by the Board from amongst their number and shall comprise no fewer than three (3) members, all of whom must be Non-Executive directors, with a majority of them being Independent Non-Executive Directors.

2.2 The members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Non-Executive Director.

2.3 Members of the Committee may relinquish their membership in the Committee with prior written notice to the Company Secretary and may continue to serve as directors of the Company.

2.4 In the event that the number of members is reduced below three (3), the Board shall appoint such new members as may be required as soon as practicable provided that

3. Authority The Committee, in carrying out its duties and responsibilities, shall in accordance with the procedure determined by the Board and at the cost of the Company:-

3.1 have the resources which are required to perform its duties;

3.2 have full and unrestricted access to any information pertaining to the Company and the Group;

3.3 be able to obtain independent professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary; and

3.4 have access to the advise and services of the Company Secretary.

4. Functions and Duties The Committee shall, amongst others, discharge the following functions:-

4.1 To formulate the nomination, selection and succession policies for members of the Board.

4.2 To recommend to the Board suitable candidates for appointments, the re-appointments/re-election of Directors to the Board and any removals, and appointment of members of Board Committee established by the Board. In making its recommendation, the Committee should consider and assess the candidates’ character, skills, knowledge, expertise and experience, professionalism, integrity, competence, commitment, contribution and time to effectively discharge his/her role as a director, and in the case of candidates for the position of independent non-executive directors, to evaluate the candidates’ ability to discharge such responsibility/functions as expected from independent non-executive directors.

4.3 Review annually the overall composition of the Board in terms of the appropriate size, mix of skills, experience and other qualities of the Board, the balance between executive directors, non-executive and independent directors, and other core competencies required.

4.4 Assess annually the effectiveness of the Board and Board Committees as well as the contribution by each individual Director and Board Committee.

4.5 Establish a set of quantitative and qualitative performance criteria to review and evaluate the performance of each member of the Board.

4.6 Develop criteria to assess independence for application by the Board upon admission, annually and when any new interest or relationship develops.

4.7 Establish a policy formalising Board’s approach to boardroom diversity and ensure disclosure in the Annual Report its gender diversity policies.

4.8 Facilitate and determine board induction and continuing education programmes to be provided for the Board in areas that would best strengthen their contributions to the Board.

5.         Meetings

5.1        The quorum for each meeting shall be two (2) members of the Committee including the Chairman. No business shall be transacted at any meeting of the Committee unless the quorum is present. The meeting of the Committee shall be governed by the provisions of the Company’s Articles of Association relating to Board meetings unless otherwise provided for in this Terms of Reference.

5.2        A member of the Committee may participate in a meeting by means of a telephone conference or video conference or any other means of audio-visual communications and shall be deemed to be present in person at the meeting and shall be entitled to vote or counted in a quorum.

5.3        The Committee may at its discretion and as necessary, invite any Board member or any member of the Management within the Company/Group whom the Committee thinks fit to attend its meetings to carry out the Committee’s responsibilities.

5.4.       The Committee shall meet at least once a year, although additional meetings may be called at any time at the discretion of the Chairman of the Committee. An agenda shall be sent to all members of the Committee and any other persons who may be required/invited to attend.

5.5        Notwithstanding item 5.4 above, upon the request of any member of the Committee, the Chairman of the Committee shall convene a meeting of the Committee to consider any matter which should be brought to the attention of the Board.

5.6        Where only two (2) members are competent to vote on a question in issue and there is an equality in vote, the resolution shall be deemed not to have been passed, whereupon the question in issue shall be tabled at the next meeting of the Committee or referred to the Board, whichever is more expedient.

5.7        The Committee may deal with matters by way of circular resolution in lieu of convening a formal meeting.

5.8        All recommendations and findings of the Committee shall be submitted to the Board for approval.

5.9        The Committee may establish any regulations from time to time to govern its administration.

6.         Minutes

6.1   The Secretary shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated.

6.2    Minutes of each meeting shall also be distributed to the members of the Committee.

6.3    Minutes of the Committee’s meetings will be made available to all Board members. A summary of significant matters and resolutions will be reported to the Board by the Committee.

6.4    The books containing the minutes of proceedings of any meeting of the Committee shall be kept by the Company at the registered office of the Company and shall be opened to the inspection of any member of the Committee or the Board.

7.         Secretary

The Secretary to the Committee shall be the Company Secretary.

ACTIVITIES OF THE NC FOR THE FINANCIAL YEAR ENDED 30 JUNE 2018

(a) Board nomination and election process and criteria used

The NC is responsible for considering and making recommendations to the Board candidates for directorship when the need arises such as to fill a vacancy arising from resignation or retirement or to close any skills, competencies, experience or diversity gap that has been identified. Candidates may be proposed by the Managing Director or any Director or shareholder and must fulfil the requirements prescribed under the relevant laws and regulations for appointment as director. In assessing the suitability of a candidate, the NC will take into consideration a number of factors including but not limited to the candidate’s skills, knowledge, expertise, competence and experience, time commitment, character, professionalism and integrity. For the position of independent non-executive director, the NC will evaluate the candidate’s ability to discharge such responsibilities as expected from an independent nonexecutive director.

i. Review of Directors proposed for re-election

In accordance with Article 84 of the Company’s Constitution (“Article 84”), Directors are to be elected at every annual general meeting when one-third of the Directors longest in office shall retire, subject always to the requirement that all Directors shall retire from office once at least in each three years, and if eligible, may offer themselves for re-election.

In June 2018, based on the results of the assessment undertaken for the financial year, the NC resolved to recommend to the Board that:-

• Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Dato’ Yeoh Seok Kian and Dato’ Yeoh Seok Hong who are due to retire pursuant to Article 84 at the Seventy-Eighth Annual General Meeting of the Company (“AGM”), stand for re-election. The Board, save for the members who had abstained from deliberations on their own re-election, supported the NC’s views and recommends that shareholders vote in favour of the resolutions for their re-election at the forthcoming AGM.

ii. Review of Directors proposed for continuing in office as Independent Non-Executive Directors (“INED”)

As part of the annual assessment of Directors, anassessment of independence was conducted on theINED. In addition to the criteria for independence prescribed in the Bursa Malaysia Securities Berhad Main Market Listing Requirements and Practice Note 13, INED were assessed on their ability and commitment to continue to bring independent and objective judgment to board deliberations.

The Board is of the view that there are significant advantages to be gained from the INED who have served on the Board for more than 12 years as they possess greater insights and knowledge of the businesses, operations and growth strategies of the YTL Land Group. Furthermore, the ability of a director to serve effectively as an independent director is very much a function of his calibre, qualification, experience and personal qualities, particularly of his integrity and objectivity in discharging his responsibilities in good faith in the best interest of the Company and his duty to vigilantly safeguard the interests of the shareholders of the Company.

The Board, save for Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman, Dato’ Cheong Keap Tai and Eu Peng Meng @ Leslie Eu, who had abstained from deliberations on the matter, is satisfied with the skills, contributions and independent judgment that Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman, Dato’ Cheong Keap Tai and Eu Peng Meng @ Leslie Eu bring to the Board. For these reasons, the Board, save for Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman, Dato’ Cheong Keap Tai and Eu Peng Meng @ Leslie Eu, recommends and supports the resolutions for their continuing in office as INED of the Company which will be tabled for shareholders’ approval to be sought via the single-tier voting process at the forthcoming AGM.

(b) Annual assessment

In May 2018, the annual assessment of the effectiveness of the Board as a whole, the Board Committees and individual Directors was carried out with the objectives of assessing whether the Board and the Board Committees, as well as the Directors have effectively performed its/ their roles and fulfilled its/their responsibilities, and devoted sufficient time commitment to the Company’s affairs; and to recommend areas for improvement. The assessment exercise was facilitated by the Company Secretary and took the form of completion of questionnaires/evaluation forms. In evaluating the effectiveness of the Board, several areas were reviewed including the composition, degree of independence, right mix of expertise, experience and skills, quality of information and decision making, and boardroom activities. Board Committees were assessed on their composition, expertise, and whether their functions and responsibilities were effectively discharged in accordance with their respective terms of reference.

The assessment of the individual Directors covered areas such as fit and properness, contribution and performance, calibre, character/personality and time commitment and whether they have shown the will and ability to deliberate constructively, ask the right questions and confidence to stand up for a point of view.

Results of the assessment were summarised and discussed at the NC meeting held in June 2018 and reported to the Board by the Chairman of the NC. No evident weakness or shortcoming was identified which require mitigating measure. The Board and the Board Committees continue to operate effectively and that the performance of the Directors and the time commitment in discharging their duties as Directors of the Company for the year ended 30 June 2018 were satisfactory. These results form the basis of the NC’s recommendations to the Board for the reelection of Directors at the AGM.

(c) Succession in the Boardroom

In June 2018, the NC deliberated on the succession in the boardroom after Dato’ Suleiman Bin Abdul Manan indicated his desire to step down from his position as Non-Executive Chairman. The NC evaluated candidates best matched to the roles required and recommended the re-designation of Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping to the role of Executive Chairman from Managing Director previously, and Dato’ Yeoh Seok Kian, to Managing Director from Executive Director previously. Dato' Suleiman Bin Abdul Manan then stepped down from his position as the Non-Executive Chairman and remains on the Board as a Non-Executive Director.

(d) Review of the NC Statement for financial year ended 30 June 2017

The NC Statement was reviewed by the NC prior to its recommendation to the Board for approval for inclusion in 2017 Annual Report.

(e) Review of the Evaluation Criteria in the Assessment Forms

The NC reviewed and revised the evaluation criteria in the assessment forms to ensure consistency with the requirements of the Malaysian Code on Corporate Governance 2017.

POLICY ON BOARD COMPOSITION

As the Board’s overriding aim is to maintain a strong and effective Board, it seeks to ensure that all appointments are made on merit, taking into account the collective balance of elements such as skills, experience, age, gender, ethnicity, background and perspective. The Board recognises the importance of encouraging and developing female talent at all levels. Currently, one or 17% of the Company’s Executive Directors is woman and she makes up 10% of the full Board. Although it has not set any specific measurable objectives, the Board intends to continue its current approach to diversity in all aspects while at the same time seeking Board members of the highest calibre, and with the necessary strength, experience and skills to meet the needs of the Company.

INDUCTION, TRAINING AND DEVELOPMENT OF DIRECTORS

Upon joining the Board, a newly appointed Director will be given an induction pack containing the Company’s latest annual report, Constitution, and schedule of meetings of the Board and Committee (if the Director is also a Committee member) which will serve as an initial introduction to the YTL Land Group as well as an ongoing reference.

The Board, through the NC, assesses the training needs of its Directors on an ongoing basis by determining areas that would best strengthen their contributions to the Board.

Besides the findings from the annual performance assessment of Directors, which provide the NC with useful insights into the training needs of the Directors, each Director is requested to identify appropriate training that he/she believes will enhance his/her contribution to the Board.

The Board has taken steps to ensure that its members have access to appropriate continuing education programmes. The Company Secretary facilitates the organisation of in-house development programmes and keeps Directors informed of relevant external training programmes.

During the financial year ended 30 June 2018, the following three in-house training programmes were organised for the Directors:- • YTL Leadership Conference 2017; • Malaysian Code of Corporate Governance 2017; • Companies Act 2016.

All the Directors have undergone training programmes during the financial year ended 30 June 2018. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas:-

Seminars/Conferences/Training                                                                                   Attended by

- Corporate Governance (“CG”)/Risk Management and

Internal Controls/Taxation/Financial/Legal/Technology

• National Tax Conference 2017

–Managing Tax Issues for growth and nation building

(25 & 26 July 2017)                                                                                                  Dato’ Cheong Keap Tai                                                                                                                                            

• Bursa Malaysia Directors Risk Management Programme:

“I am ready to manage risks!”                                                                  Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin 

(22 August 2017)                                                                                      Bin Othman (“Tan Sri Abu Hassan”)

• National Tax Seminar 2017 (IRBM)

(2 November 2017)                                                                                                  Dato’ Cheong Keap Tai

• MIA Conference 2017

(7 & 8 November 2017)                                                                                            Dato’ Cheong Keap Tai

• Bursa Malaysia Case Study Workshop for Independent Directors –

“Rethinking - Independent Directors: A New Frontier”                                                   Tan Sri Abu Hassan

(9 November 2017)                                                                                                  Eu Peng Meng @ Leslie Eu

• National GST Conference 2018                                                                                           

(27 & 28 February 2018)                                                                                               Dato’ Cheong Keap Tai

• Audit Committee Institute (ACI) Breakfast Roundtable 2018 –

KPMG Report on Non-Executive Directors’ Remuneration 2017                                 

(19 March 2018)                                                                                                                Tan Sri Abu Hassan                                       

• Malaysian Code of Corporate Governance 2017                            Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping (“Tan Sri Francis Yeoh”)

(19 March 2018)                                                                                                             Dato’ Yeoh Seok Kian   

                                                                                                                                Dato’ Suleiman Bin Abdul Manan

                                                                                                                                       Dato’ Cheong Keap Tai

                                                                                                                                     Dato’ Mark Yeoh Seok Kah

                                                                                                                                     Dato’ Hamidah Binti Maktar  

• Companies Act 2016

(18 June 2018)                                                                                                             Tan Sri Francis Yeoh                                     

                                                                                                                                     Dato’ Yeoh Seok Kian                                   

                                                                                                                                  Dato’ Mark Yeoh Seok Kah 

- Sustainability

• Bursa Malaysia CG Breakfast series: Board excellence -

“How to engage and enthuse beyond compliance and sustainability”

(17 July 2017)                                                                                                            Dato’ Hamidah Binti Maktar

- Leadership, and Business Management

• 30% Club Business Leaders roundtable meeting

(at Securities Commission)

(14 August 2017)                                                                                                             Tan Sri Abu Hassan

• Bursa Malaysia CG Breakfast Series: Thought Leadership Session

for Directors – Leading in a Volatile, Uncertain, Complex,

Ambiguous (VUCA) World

(13 October 2017)                                                                                                           Dato’ Yeoh Seok Kian

• YTL Leadership Conference 2017

(6 November 2017)                                                                                                         Tan Sri Francis Yeoh

                                                                                                                                        Dato’ Yeoh Seok Kian

                                                                                                                                   Dato’ Suleiman Bin Abdul Manan

                                                                                                                                         Tan Sri Abu Hassan

                                                                                                                                        Dato’ Yeoh Seok Hong

                                                                                                                                  Dato’ Sri Michael Yeoh Sock Siong

                                                                                                                                         Dato’ Mark Yeoh Seok Kah

                                                                                                                                         Dato’ Hamidah Binti Maktar

• Bursa Malaysia CG Breakfast Series for Directors –

Leading Change @ The Brain

(5 December 2017)                                                                                                           Dato’ Hamidah Binti Maktar