Resilience. Sustainable Growth. Petronas Chemicals Group Berhad Governance and Financial Report 2020
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PETRONAS CHEMICALS GROUP BERHAD CHEMICALS GROUP PETRONAS 199801003704 (459830-K) www.petronaschemicals.com Governance and Financial Report 2020 Governance and Financial Report PETRONAS Chemicals Group Berhad Tower 1, PETRONAS Twin Towers Kuala Lumpur City Centre 50088 Kuala Lumpur, Malaysia Tel : +603 2051 5000 Fax : +603 2051 3888 RESILIENCE. SUSTAINABLE GROWTH. PETRONAS CHEMICALS GROUP BERHAD GOVERNANCE AND FINANCIAL REPORT 2020 About this report We are proud to present PETRONAS Chemicals Group Berhad’s (PCG) combined Governance and Financial reporting publication. TABLE OF CONTENTS 2-58 Scope and Boundary RESPONSIBLE GOVERNANCE PCG’s Governance and Financial Report (GFR) 2020 reporting 2 Chairman’s Corporate Governance Overview scope covers the period from 1 January 2020 to 31 December 2020 unless otherwise stated. The boundary is limited to PCG 4 Board of Directors’ Profile and the principal activities of its subsidiaries, joint operation, 9 Management Committee Profile joint ventures and associates. 15 Corporate Governance Overview Statement 34 Nomination and Remuneration Committee Report Our GFR is to be read in conjunction with our Integrated Report 2020 (IR) and Corporate Governance Report (CG Report) which 37 Board Audit Committee Report are both accessible online at www.petronaschemicals.com 45 Board Risk Committee Report 47 Statement on Risk Management and Internal Control Disclosures The GFR presents a detailed report of how we apply the principles of the Malaysian Code on Corporate Governance 2017 (MCCG 2017). It includes expanded information of our Corporate Governance Overview Statement, Nomination and Remuneration Committee Report, Board Audit Committee Report, Board Risk Committee Report and Statement on Risk Management and Internal Control. 59-149 Our GFR also includes our Audited Financial Statements consisting of Directors’ Report, Financial Statements, Notes to the Financial FINANCIAL REPORT Statements and our Independent Auditors’ Report. The GFR 59 Approaching Our Financial Report provides detailed governance and financial disclosures to our shareholders, investors, analysts and other interested parties. 61 Statement of Directors’ Responsibility 62 Directors’ Report Reporting Framework 66 Statement by Directors This Governance reporting has been prepared in accordance 66 Statutory Declaration with the relevant requirements, guidelines and practices of the 67 Statements of Financial Position Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Malaysia), MCCG 2017, Companies Act 68 Statements of Profit or Loss and Other 2016 (CA 2016) and Corporate Governance Guide (3rd Edition) Comprehensive Income by Bursa Malaysia Berhad, in addition to being benchmarked 69 Statements of Changes in Equity against the ASEAN Corporate Governance Scorecard. 72 Statements of Cash Flows Our Financial reporting has been prepared in accordance with 74 Notes to the Financial Statements the Malaysian Financial Reporting Standards (MFRS), International 146 Independent Auditors’ Report Financial Reporting Standards (IFRS), MMLR of Bursa Malaysia and CA 2016. Futher details of PETRONAS Chemicals Group Berhad can be found on www.petronaschemicals.com 2. GOVERNANCE AND FINANCIAL REPORT 2020 RESPONSIBLE GOVERNANCE CHAIRMAN’S CORPORATE GOVERNANCE OVERVIEW DEAR STAKEHOLDERS, The highest standards of corporate governance are critical for delivering consistent performance as well as to create sustainable value for all stakeholders. In determining the Company’s strategic priorities, we embrace principles of good governance, especially when devising enabling policies and efficient processes. We instil a sense of responsibility in our corporate culture, focussing on integrity and ethics to drive responsible growth. The year under review has been fraught with challenges. There is no question that the impacts from COVID-19 are unprecedented and are testing the resilience of countries and businesses. The crisis has fundamentally changed the way businesses operate globally. From the perspective of corporate governance, the situation has reinforced the critical role and leadership of the Board in steering not just immediate recovery efforts, but also the mid- to long-term strategies to adapt and grow in the post-COVID period. Akin to the year under review, 2021 will continue to be volatile and dynamic and our priority is to remain resilient and focus on achieving our growth objectives. Please rest assured that the Board will play a significant role through calculated interventions that will positively influence our long-term success, resilience and agility in a changed world. In other words, the Board’s oversight role will focus on continuing to build a resilient organisation while also laying the foundations for our future success. The Board’s responsibility to drive long-term value across a broader group of stakeholders, customers, society and shareholders, instilling a culture of continuous change and developing talent will drive transformation in a post-COVID world. The COVID-19 crisis has also substantially changed the manner the Board and Management undertake their respective affairs. Board meetings during the year under review were conducted online or virtually. The Company’s DATUK MD ARIF MAHMOOD / Chairman 22nd Annual General Meeting was successfully conducted virtually on 16 June 2020 in line with the Securities Commission’s Guidance Note on the Conduct of General Meetings for Listed Issuers issued on 18 April 2020. PETRONAS CHEMICALS GROUP BERHAD 3. CHAIRMAN’S CORPORATE GOVERNANCE OVERVIEW As a values-based organisation, we promote world-class business practices and robust institutional governance and risk frameworks, with strong emphasis on transparency, accountability, effective leadership, and sustainable performance. I am pleased to report that this Corporate Governance Overview Following the enforcement of corporate liability provision since Statement has been prepared in accordance with statutory 1 June 2020 which imposes corporate liability on companies for requirements, guidelines and practices and cover the following failure to prevent bribery and corruption, the Company conducted areas as required by the Malaysian Code on Corporate Governance a workshop in February 2020 to brief Directors on the adequate 2017 (MCCG 2017): procedures that had been put in place and to equip them with the required understanding of their liability and penalty imposed i) Board Leadership and Effectiveness for the offences under Section 17A of the MACC Act 2009. The ii) Effective Audit and Risk Management Board will continue to strengthen its procedures to ensure adequacy iii) Integrity in Corporate Reporting and Meaningful Relationship in preventing acts of corruption related to the organisation. with Stakeholders As at the date of this report, I am pleased to inform that the The Board’s governance oversight is guided by its strong commitment Corporate Governance Overview Statement, reports of the and well-defined responsibilities. They are guided by our governance Nomination and Remuneration Committee, Board Audit Committee, objectives which provide a mechanism to measure and evaluate Board Risk Committee and Statement on Risk Management and performance while applying the Principles and Practices of Internal Control have applied and complied with the relevant MCCG 2017. It is a conscious effort by the Board and Management provisions of the MMLR of Bursa Malaysia, the Companies Act at every level of the organisation to lead by example, embrace 2016, the MCCG 2017, the Corporate Governance Guide – 3rd corporate values, implement best practices and create an Edition issued by Bursa Malaysia Berhad. Our practices are also organisational culture that optimises performance, accountability benchmarked against the ASEAN Corporate Governance Scorecard. and contribution. The details of how PCG has applied the MCCG 2017 Principles, The Board embraces its diversity and leverages on the credentials complied with and adopted its practices are enumerated in our each of its members bring, to ensure effective stewardship of Corporate Governance Report 2020, which is accessible to the Management and steering of the Company to retain its competitive public on PCG’s corporate website, www.petronaschemicals.com. advantage. The Board continues to achieve a balance of skills, knowledge, experience and independent viewpoints through the In the year ahead, as the Company navigates through the pandemic, different perspectives of the Directors, all of which have provided the Board will remain fully committed to continue ensuring the valuable insights to the Board’s decision-making process. wellbeing of our employees and the safe as well as optimal operations of our global businesses across the value chain. The During the year under review, we strengthened our commitment Board will also ensure the sustainability of our business and towards doing business responsibly by enhancing our internal operations by aligning best practices, ethics and business integrity governance practices. We revised the cooling-off period for the into the strategies and operations of the Group. appointment of Independent Director and specific person including an existing or former officer, adviser or transacting party of PCG or its related corporation, following amendments to the MMLR of Bursa Malaysia. DATUK MD ARIF MAHMOOD The Board also appointed Datuk Toh Ah Wah as Senior Independent Chairman Director in line with best practice recommended by the ASEAN CG