Corporate Governance Overview Statement is prepared pursuant to paragraph 15.25 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) and Malaysian Code on Corporate Governance (“MCCG”) 2021 issued by Securities Commission Malaysia. This statement gives the shareholders an overview of the corporate governance practices of the Group during financial year 2021.

This Corporate Governance Overview Statement is to be read together with the Corporate Governance (“CG”) Report which provides a detailed application for each practice as set out in MCCG 2021. This CG Report is available for reference on the Company’s website at www.globetronics.com.my, as well as on Bursa Malaysia Berhad’s website at www.bursamalaysia.com.

The Board of Directors (“Board”) of Globetronics Technology Berhad (“GTB”) is committed to practice the higheststandards in corporate governance throughout the Group. The Board believes that good governance supports longterm value creation. GTB has in place a set of well-defined polices to enhance corporate governance, as well as toprotect the interest of the stakeholders.

This statement together with the CG Report demonstrates the Board’s commitment in sustaining high standards of corporate governance and outlines the extent the Group has complied with the principles set out in MCCG 2021 with regards to the recommendations stated under each principle for the year under review.

PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS

I. BOARD RESPONSIBILITIES

 The Board is responsible for delivering shareholder value over the long term, in line with the Group’s culture, strategy, values and governance, while considering the interests of all our stakeholders and contributing to wider society. The Board provides entrepreneurial leadership of the Group and is collectively responsible for setting policies, which ensure that the Group’s objective and performance targets are met. There is a division of functions between the Board and the management, whereby the former’s focus lies more on the Company’s governance; the latter on management in  accordance with the direction of and delegation by the Board. Thus, the Board leads the Group and plays a strategic role in overseeing the overall activities of the management in carrying out the delegated duties in achieving the  Group’s corporate objectives and long-term strategic plans of the business. The below Group Governance Framework is established to ensure that the responsibilities and duties are discharged effectively.

In order to ensure effective discharge of its duties, the Board has delegated certain functions and responsibilities to the  following Board Committees:

With the amendment to the Malaysian Anti-Corruption Commission 2009 (Amendment 2018) (“MACC Act”) whereby corporate liability provision under Section 17A came into force on 1 June 2020, the Board has taken various initiatives to align to the procedures outlined in the “Guidelines on Adequate Procedures”. An external review was done in February 2021 to assess the procedures in place and some improvements were implemented and some are in progress. The Group emphasises its zero-tolerance position on bribery and corruption in ensuring good standards of ethical behaviour flow through all levels of the Group to prevent unethical practices and consequently, support the delivery of long-term sustainable success of the Group. During the financial year, all employees participated in online refresher course on anti-corruption and bribery conducted internally.

The Board also provides an avenue for employees to report their genuine concerns of any unlawful or unethical situations or any suspected violation of the Principles of Business Conduct through its Whistleblowing Policy and Procedure. The policy was reviewed and revised in April 2021 after taking into consideration the input from the external consultant’s review. The Group treat all reports confidentially and genuine whistle blower will be protected from any reprisal within GTB Group as a direct consequence of the disclosure. There were no whistleblowing cases reported during year 2021. The details of Anti-Corruption and Bribery Policy, Principles of Business Conduct and Whistleblowing Policy andProcedure are available for reference on the Company’s website at www.globetronics.com.my.

In terms of sustainability, the Board together with management is responsible for the oversight and strategic management  of the Group’s sustainability matters. The Board acknowledges the importance of delivering durable and sustainable value as well as maintaining the confidence of its stakeholders. The Corporate Director has been designated to lead sustainability matters together with the key management team. The Group communicates its sustainability strategies and priorities to stakeholders via the Sustainability Statement on pages 22 to 51 of this Annual Report.

II. BOARD COMPOSITION 

The Board recognizes the importance of boardroom diversity and the practice of the MCCG pertaining to the establishment of a diversity policy in skills, experiences, knowledge, age, gender, ethnicity and educational background.  The Board has in place its Diversity Policy and it is available for reference on the Company’s website at www.globetronics.com.my. The details of directors’ background, experiences and qualifications are set out on pages 6 to 10 under the Profile of Directors of the Annual Report. The overview of the Board composition, balance and diversity as of 31December 2021 is as below:

The Board is assisted by NC in discharging its responsibilities by overseeing the selection and assessment of  Directors to ensure that the Board’s composition has an appropriate mix of skills, experience, knowledge, age and gender. The Committee meets when necessary. For the financial year ended 31 December 2021, one (1) NC meeting was held. 

There were seven (7) members on the Board of Directors for the financial year ended 31 December 2021, comprising two (2) Executive and five (5) Non-Executive Directors, four (4) of whom are Independent. NC reviewed the size and composition of the Board, and the skills and core competencies of its members, to ensure an appropriate balance and diversity of skills and experience. The Board, through its NC, have upon their annual assessment, concluded that the current Board comprises of a balanced mix of skills, knowledge and experience in the relevant areas to enable the Board to carry out its responsibilities in an effective and efficient manner.

In conformity with Practice 5.2 of MCCG, whereby at least half of the board comprised of independent directors, Encik Hj. Mohammad Hazani Bin Hj. Hassan has been appointed as an Independent Non-Executive Director during the year under review after the resignation of Dato’ Norhalim Bin Yunus, a Non-Independent Non-Executive Director in May 2021. The Board, through the assessment and recommendation of the NC, approved Encik Hj. Mohammad Hazani’s appointment and was of the view that his vast experience and extensive knowledge in corporate strategy, engineering, high technology, finance and digital transformation would further enhance the Board’s strength and contribute positively to the overall effectiveness of the Board. The detailed profile of Encik Hj. Mohammad Hazani can be found in the Profile of the Board of Directors on page 10 of the Annual Report.

The Board, through NC, conducted an annual evaluation of the Board’s effectiveness and composition, including the effectiveness of the Board Committees which were undertaken internally by way of written questionnaire. The results indicated that the Board is seen as well run, with an experienced Chair who facilitates constructive challenge and healthy discussion. The Board and its Committees continued to operate effectively in discharging its duties and responsibilities. Going forward, the Board would like to dedicate more time in the setting and discussion of the Group’sstrategic plans and mitigation measures in response to challenges faced by the Group’s existing operations and thefactors impacting the industry as well as focusing on the review of the Group’s sustainability priorities in relation to theGroup’s business decision and strategies. It is the Board’s intention to continue to review annually its performance andthat of its committees. 

III. REMUNERATION

Remuneration Committee (“RC”) 

The RC is responsible for recommending to the Board the remuneration packages for Directors as well as senior management. The RC has in place a Remuneration Policy on Directors and senior management with the aim to provide remuneration packages needed to attract, retain and motivate Directors and senior management of the quality required to manage the business of the Group and to align the interest of the Directors and senior management with those of the shareholders.

The Remuneration Policy is available for reference on the Company’s website at www.globetronics.com.my.

During the year, RC has reviewed and recommended to the Board the remuneration packages for Executive Directors and senior management as well as fees for Non-Executive Directors.

None of the Executive Directors and senior management participated in any way in determining their individual remuneration. Executive Directors’ remunerations are linked to their respective performance and subject to the approval of the Board. 

The Board as a whole determines the fees for the services of Non-Executive Directors on an annual basis and fee revision once every two (2) years based on the recommendation of the RC and subject to the approval of shareholders in the AGM. The Committee meets when necessary.

The remuneration for the Board and Board Committees in the form of fees for the financial year under review are as follows:

The Non-Executive Directors are paid a meeting allowance of RM500 per day for each Board meeting and/or Board Committee meeting they attend. 

Specific disclosure of Directors’ remuneration and senior management’s remuneration in relation to Practice 8.1 and 8.2 of the MCCG 2021 are provided in the CG report.

For the financial year ended 31 December 2021, one (1) RC meeting was held.

Employee Share Options Scheme (“ESOS”) Committee

The ESOS Committee was established to assist the Board in their responsibilities to implement and administer the ESOS scheme in accordance with the By-laws of the ESOS. During the financial year under review, two (2) ESOS meetings were held whereby the Committee met and deliberated on the allocation of shares under ESOS scheme 2020 to eligible employees of the Group.

PRINCIPLE B – EFFECTIVE AUDIT AND RISK MANAGEMENT

The Board is responsible for assessing the integrity of the Group’s financial information and the adequacy and effectiveness of the Group’s internal control and risk management processes. The Board delegates these specific matters to the ARMC to assist in the discharge of its responsibilities.

I. AUDIT AND RISK MANAGEMENT COMMITTEE (“ARMC”) 

The ARMC comprises of three (3) Independent Non-Executive Directors. For the financial year ended 31 December 2021, six (6) ARMC meetings were held, and a summary of the activities of the ARMC including the internal audit function during the year under review is set out in the ARMC Report on pages 52 to 58 of this Annual Report.

None of the ARMC members were former audit partners who are required to observe a cooling-off period of at least three (3) years before being appointed in accordance with the terms of reference of ARMC.

Based on the External Auditors Policy, ARMC also reviewed the suitability, objectivity and independence of the external auditors. The review process covered the assessment and evaluation of their performance, quality of work, non-audit services provided and timeliness of services deliverables.

The Board performed an annual assessment of the Committee’s effectiveness in carrying out its duties as set out in the terms of reference. The Board is satisfied that the Committee has effectively discharged its duties in accordance with its terms of reference. All members of ARMC are financially literate and are able to understand matters under the purview of the ARMC including the financial reporting process.

II. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK 

The Board recognizes the importance of risk management and internal controls in the overall management process. An ongoing process has been established for identifying, evaluating and managing risks faced by the Group. During the year, the Board considered the nature and extent of the risks it was willing to take to achieve its strategic goals. The Statement on Risk Management and Internal Control which provides an overview of the Group’s risk management and internal control framework is set out on pages 67 to 71 of this Annual Report.

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

I. COMMUNICATION WITH STAKEHOLDERS 

The Company remains committed to delivering high standards of corporate disclosure and transparency in our communications with shareholders, investors and stakeholder, except where commercial confidentiality dictates otherwise. The Company provides timely, regular, relevant and complete information regarding the Group’s businessesand corporate developments. In this respect, the Company follows the Corporate Disclosure Guide and Best Practices as proposed by Bursa Malaysia. The GTB Corporate Disclosure Policy and Procedures is available for reference at the Company’s website, www.globetronics.com.my. 

The Board’s primary contact with all shareholders is via the Chief Financial Officer (“CFO”) and Corporate Director, who have regular dialogue and meetings with institutional investors, analysts and fund investors periodically. The Chairman and the Chief Executive Officer, as appropriate, also meet with various institutional shareholders from time to time. The outcomes of the meetings that required attention of the board are reported to the Board to ensure that the Board keeps in touch with shareholder views. For the financial year ended 31 December 2021, there were limited physical meetings with fund managers and analysts due to Movement Control Order and border-closures arising from COVID-19 pandemic outbreak. However, both CFO and Corporate Director continued to connect with regional and Malaysian investors and analysts via conference calls and/or video conferences. They have attended more than 50 conference calls and/or video conferences. These meetings continue to keep the investment community abreast of the Group’s strategic developments and financial performance.

The information published at the Company’s website, www.globetronics.com.my and announcements made to Bursa Malaysia’s website, www.bursamalaysia.com, are the key source of information for the shareholders and stakeholders. Announcements and release of financial results on a quarterly basis are posted on the Company’s website, which will provide the shareholders and stakeholders with an overview of the Group’s performance and operations. The Company’s website also serve as a forum for the shareholder and stakeholders to communicate with the Company. Requests for information or feedback on the Company can be forwarded to its dedicated Corporate Finance team through the same website.

II. CONDUCT OF GENERAL MEETING 

Annual General Meetings (“AGM”)

The AGM is the principal forum for dialogue and interaction with the shareholders of the Company. All shareholders arewelcome to attend the AGM and are encouraged to take advantage of the opportunity to direct questions to members of the Board. 

The Company distributed the Notice of 24th AGM at least 28 days ahead in line with the CG practice providing sufficient time for shareholders to review the Notice of AGM and appoint proxies to attend the AGM if necessary. The Notice of AGM was also advertised in The Star newspaper for the benefit of shareholders.

In view of the COVID-19 pandemic situation and as per the Guidance frequently asked question on the Conduct of General Meetings for Listed Issuers issued by the Securities Commission Malaysia, the Company had successfullyconvened its 24th AGM via live streaming on 6 May 2021. All members of the Board joined the AGM online and the Chairman of the Board chaired the meeting in an orderly manner. Shareholders had joined the AGM online and vote electronically using the Remote Participation and Voting (“RPV”) facilities provided by Agmo Digital Solutions Berhad via its Vote2U Online website. 

The Chairman presented an overview of the Company’s results and prospects at the AGM prior to the commencement of the formal business of the meeting. Members of the Board and management were present at the meeting to respond to the questions raised by the shareholders or proxies who submitted their questions electronically via the Vote2U Online website before and during the AGM in relation to the operational and financial performance of the Group. An independent external party is appointed as scrutineer for the electronic poll voting process. Electronic poll voting was conducted on all resolutions with immediate announcement of results.

In line with good CG practice, the Company will continue to explore the leveraging of technology, to enhance the quality of engagement with its shareholders and facilitate further participation by shareholders at AGMs of the Company.

The Corporate Governance Overview Statement was approved by the Board of Directors on 1 April 2022