Astro 44o48

Issues or matters pertaining to inculcating ethical and moral values as part of the responsibilities of management from the Statement on Corporate Governance.

Astro Holding Berhad practices good corporate governance which emphasis on laws and regulations that are applicable. Astro has been nominated many times for good CG practises has won the Excellence Award for CG disclosures. Last year, Astro was ranked 7 th for overall CG performances and 11th among over 900 companies listed in Bursa Securities. The Board of Astro Holding Berhad plays a vital role in the development of the company. They are the one responsible for defining the overall strategy for the business. Before the year ended, the board will be engaged in offsite two-day planning session to sketch out all their strategic priorities and their overall plan for years, taking into consideration, consumer, technological and digitalisation trends, balanced with the optimal utilisation of capital and other resources. Their strategic development plan will be approved by top level management prior to the commencement of the plan in years. Together with the plan, the budget for implementing the plan also prepared and tabled by the management. Besides that, in order to monitor the improvement and performances of the company, the board set out the company scoreboard based on the recommendation by the risk committee in order the analyse the financial and non-financial performance of the company. For the financial year of 2018, the key performance indicator(KPI) which are included in scoreboard are in respect of financial performance, growth and sustainability as well as talent, all of which are necessary for the achievement of our short-term objectives and also some elements for the long term value creation of the company. In annual report of 2018, the individual directors and non- executive directors of Astro have stated that they have satisfied with the performance shown by their directors of the company, board committee and the board as a whole. They also indicated that the independence of their non-executive directors are remain strong throughout the year. Moreover, their board also made some changes in their management structure based on some recommendation by MCCG by benchmarking their Group’s CG practices, policies and procedures. Several enhancement and redesignation had been made by the board including the separation of ARC from the audit committee in recognition of its risk management functions.

All the facts stated above shows that Astro Holding Berhad’s CG performances has been doing very well. Despite of this, there are still some issues in corporate governance has been faced by Astro. In order to reduce the bad impact of non-compliance of certain good corporate governance practises, Astro had taken some specific measures. One of the issue is Astro failed to fulfil one of the important element of good corporate governance where at least half of the board comprises independent directors. Moreover, for a large company like Astro, the board need to comprise a majority of independent directors. This is in order to make sure the board decision are made objectively in the best interest of the company. Moreover the decision also will be made by taking into diverse perspectives and insights. In 2017, Astro has appointed four out of ten directors as independent directors which is about 40% only of their board. In order to enhance their corporate governance framework, they have stated that their board is committed the best CG practices and will endeavour to apply the best practices in the best interest of their company. Moreover, in a large companies, the board must consist of at least 30% women directors. Astro has failed this criteria since they have two women directors only out of eight directors last year. The two women directors currently on Board namely, Dato’ Rohana Rozhan and Datuk Yvonne Chia. Both of their views are being highly respected and given proper consideration. Astro also stated that they are taking specific measures to increase the percentage of women directors in the board in order to make sure the board decisions are in the best interest of the company taking into diverse perspective and opinions. Besides that, another important issue regarding the directors remuneration where the board of Astro does not discloses on a named basis the top five senior management’s remuneration component including salary, bonus and other kind of benefits. They have stated that the reason for disclosing it because by doing so would be disadvantageous to their Group, given the competitiveness in the market for talent and due to the confidentiality of remuneration packages. In coming years, the board will evaluate the implications and make the important and necessary disclosures if satisfied with their company policies.

Initiatives of the company (Astro) related to Social and Environmental ing and Reporting or Corporate social Responsibility Reporting or Environmental Reporting Sustainability Reporting

Astro started to participate actively in promoting sustainability in 2017 as the Group continues to expand their footprint beyond Malaysia into the ASEAN region. The Board are planned to be up to date with the need of sustainability practices in coming years to manage the economic, environmental and social impact to the stakeholders. Due to continuous engagement with the stakeholders, Astro had identified 9 material matters which are content, customer reach & experience,

digitalisation & innovation, diversification of revenues,

financial performance, risk management, talent acquisition, development & engagement, corporate social responsibility and protecting the environment. Talent acquisition, development & engagement Astro’s most important and crucial engagement is to attract, develop and retain the talent in their company including on and off-air. This will ensure their company will sustain for longer time of period and for a continued success. Astro provides to employee a conducive and exciting working environment for them to develop their talents and pursue their long term career goal. Their employee benefits also very flexibly structured according to their diverse talent pool. Moreover, in order to have a strong talent pipeline, Astro is giving scholarship to qualified students. Their scholarship programme focuses on developing the next generation of talent in science, technology, engineering, and mathematics (“STEM”) fields. (Appendix) Moreover, in 2018, Astro introduced a new programme called Astro Technology Associate programme which is aimed to enable the new graduates to discover and experience the different facets of their Products and Technology COE. They also will undergo job rotation and also will be exposed to collaboration projects with renowned technology companies. Astro’s internship programme also provides a great platform to the media students from various university to pursue their higher learning. Since 2005, Astro has provided sponsorships worth over RM28 million to 82 deserving and high-achieving students to pursue their tertiary education both locally and abroad.

Astro also not escape from promoting well-being and health of their talent, where they recently launched the “Keep Calm & Live Well” initiative with a comprehensive wellness at work proposition which encomes the aspects of mind, body and soul. For an instance, they have weekly programme of fitness sessions and also in-house massage therapy. Corporate social responsibility Astro has spent over RM 11m and around 14,221 hours just for community initiatives itself where they involved around 224 CSR programmes. Astro will undergo most of their charity programme through their charitable foundation called Yayasan Astro Kasih (“Yayasan”) in order to create a harmonious relationship with the community. Yayasan not only a platform for Astro’s CSR initiatives but also a platform to inspire and enrich the community in four ways which are lifelong learning, community development, sports and wellness and environment. Astro’s CSR programme are ranging from raising awareness on bullying to engaging students to participate in Astro Kasih Hostel programmes. Other community programmes initiated by Astro are Kampus Astro, Astro Kem Bola, Astro Kem Bton and Astro-Wedu. Astro-Wedu is a mentoring programme targeting on future women leaders from under developed countries such as Nepal, India and Myanmar. Environment Astro also had undertaken many initiatives in order to reduce wastage and for better management of electricity and water resources. It is stated in their annual report that they have save around RM 1m over the past two years from initiatives taken by Astro to enhance the electricity efficiency. Astro also adopted the green building features in the construction of their new building. Astro also track their carbon footprint annually and included it in their annual report. In 2017/2018 their operation outside Klang Valley ed for only 4% out of their total greenhouse gas emission. Astro also had new initiatives in improving the effort in order to save the environment. One of the new initiative is to install solar s in their building in coming year.