Corporate Governance

Extracted from Annual Report 2023

The Board and Management of UMS Integration Limited (the "Company") is committed to maintaining high standards of corporate governance and practices that are essential to protect the interest of shareholders. Excellence in corporate governance will not only enhance and safeguard the interest of all our shareholders; it will also foster the stability and sustainability of the Group's performance that is crucial in the building of long-term shareholders' value.

This report describes the Group's corporate governance policies and processes with reference to the Code of Corporate Governance 2018 issued in August 2018 (the 'Code'). The Board is pleased to confirm that for the financial year ended 31 December 2023, the Company has generally adhered to the principles and guidelines of the Code and any deviations will be specified in this report.

The Board's Conduct of its Affairs – Principle 1

The Board comprises five Directors at the end of the year 2023, of which three, are Independent Non-Executive Directors. The Board provides entrepreneurial leadership, set strategic aims, and ensures that the necessary financial and human resources are in place for the Company to meet its objectives. It also establishes a framework of prudent and effective controls which enable risks to be assessed and managed. In addition, it reviews management performance, set the Group's values and standards, and ensure that obligations to shareholders and others are understood and met. The Board also sets the tone for the Company in respect of code of conduct, ethics, values and desired organisational culture, and also ensures proper accountability within the Group.

The key responsibilities of the Board include:

• Approving business direction and strategies;
• Monitoring management's performance;
• Ensuring the adequacy, efficiency and effectiveness of internal controls, risk management procedures, financial reporting and compliance;
• Approving annual budget, major funding, investment and divestment proposals;
• Approving the nominations of the Board of Directors and appointments to the various Board committees; and
• Assuming the responsibility for overall corporate governance of the Group.

The Group has in place, a set of internal guidelines setting forth matters that require the Board's approval. Matters that specifically require the Board's approval are those involving:

• Release of all results and any other relevant announcements;
• Group's annual budget;
• Appointment of Directors and key personnel;
• Group's corporate and strategic directions, key operational initiatives;
• Major funding and investment initiatives;
• Merger and acquisition transactions;
• Declaration of interim dividend and proposal of final dividends;
• Interested party transactions;
• Matters involving conflict of interests for substantial shareholders or Directors; and
• All other matters of material importance.

Pursuant to the Directors' Conflicts of Interest Policy of the Company, Directors must avoid situations in which their own personal or business interests directly or indirectly conflict or potentially conflict, with the interest of the Company. Where a Director has a conflict or potential conflict of interest in relation to any matter, he/she will immediately declare his/her interest at the meeting of the Directors or send a written notice to the Chairman and/or Company Secretary, setting out the details of his/her interest and the conflict and recuse himself/herself from any discussions on the matter and abstain from participating in any Board decision.

All Directors recognize that they have to discharge their duties and responsibilities at all times as fiduciaries in the interests of the Company. The Board is a representation of the shareholders in the Company and is accountable to them through effective governance of the business. To ensure smooth and effective running of the Group and to facilitate decision making, the Board has established various committees to assist in the discharge of its responsibilities. These committees operate under clearly defined terms of reference, which are headed by Independent Non-Executive Directors. The three committees are:

• Audit Committee (“AC”)
• Nominating Committee (“NC”)
• Remuneration Committee (“RC”)