DRB-HICOM AR 2021 - Part 1

EVOLUTION IN MOTION
Annual Report 2021

Evolution in Motion
At DRB-HICOM, we firmly believe that evolution is necessary and
inevitable for every organisation. Inspired by this, our concept
‘Evolution in Motion’ brings to the fore DRB-HICOM’s desire and
drive to continuously evolve, adapt and progress, as we move
forward and into the future.
With this in mind, the idea of continuous evolution is perfectly

reflected in the mobius ring which adorns the cover of our annual
report. The simple yet complex nature and ingenuity of a mobius
ring represents as a whole DRB-HICOM’s constant evolution,
depicted through a sleek, smooth continual flow that is infinite.
In its essence, our concept ‘Evolution in Motion’ is a reminder

that evolution comes as a result of circumstance or as a result of
choice, and at DRB-HICOM, we choose the latter.
EVOLUTION IN MOTION • DRB-HICOM 001
THE INSIDE STORY

HIGHLIGHTS PERSPECTIVE
004 Notice of Annual General Meeting 096 Chairman’s Message
009 Statement Accompanying the Notice 098 Management Discussion and Analysis (MD&A)
of Annual General Meeting 102 Operational Review
114 Business Review
CORPORATE DISCLOSURE 114 • Automotive Sector

126 • Aerospace and Defence Sector
012 Purpose Statement and Success Beliefs
130 • Postal Sector
016 Corporate Profile
132 • Banking Sector
018 Calendar of Events
134 • Services Sector
022 Financial Calendar
140 • Properties Sector
023 Corporate Information
024 Group Corporate Structure
026 Investor Relations FINANCIAL STATEMENTS
146 Directors’ Report
152 Statements of Comprehensive Income
PERFORMANCE REVIEW
154 Consolidated Statement of Financial Position
034 Group’s 5-Year Financial Highlights
156 Company Statement of Financial Position
157 Consolidated Statement of Changes in Equity
LEADERSHIP 161 Company Statement of Changes in Equity
038 Profile of Directors 162 Statements of Cash Flows
042 Profile of Key Senior Management 170 Notes to the Financial Statements
044 Management Team 351 Statement by Directors
046 Profile of Key Senior Management 351 Statutory Declaration
of Principal Subsidiaries 352 Independent Auditors’ Report
ACCOUNTABILITY
RELATED INFORMATION
050 Corporate Governance Overview Statement
364 Analysis of Shareholdings
070 Risk Management
368 Share Performance Chart
078 Directors’ Statement on Risk
Management and Internal Control 370 Material Properties of DRB-HICOM Group
084 Board Audit Committee Report 374 Glossary
088 Additional Compliance Information Form of Proxy
092 Statement of Directors’ Responsibility
SUSTAINABILITY REPORT
Begins from the back cover
002 DRB-HICOM • ANNUAL REPORT 2021
EVOLUTION
IS ESSENTIAL
HIGHLIGHTS
004 Notice of Annual General Meeting
009 Statement Accompanying the Notice
of Annual General Meeting
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 32nd Annual General Meeting (“AGM”) of
DRB-HICOM Berhad (“DRB-HICOM” or “the Company”) will be held virtually from
Training Hall, Level 6, Wisma DRB-HICOM, No. 2, Jalan Usahawan U1/8, Seksyen U1,
40150 Shah Alam, Selangor Darul Ehsan as the Broadcast Venue and via the meeting
platform at https://meeting.boardroomlimited.my on Wednesday, 22 June 2022 at
10.00 a.m. for the purpose of transacting the following businesses:
AS ORDINARY BUSINESS
1 To receive the Audited Financial Statements for the financial year ended 31 December 2021, together with the
Reports of the Directors and Auditors thereon.
Please refer to Explanatory Note A
2 To approve the payment of a final dividend of 2.0 sen per share in respect of the financial year ended
31 December 2021.
(Resolution 1)
Please refer to Explanatory Note B
3 To re-elect the following Directors, who retire by rotation in accordance with Article 77 of the Company’s
Constitution and who being eligible, offered themselves for re-election:
i) Datuk Ooi Teik Huat (Resolution 2)
ii) Datuk Idris Abdullah @ Das Murthy (Resolution 3)
Please refer to Explanatory Note C
4 To approve the payment of Directors’ fees to the Non-Executive Chairman and Non-Executive Directors up
to an amount of RM2,242,000 from 23 June 2022 until the next AGM of the Company.
(Resolution 4)
Please refer to Explanatory Note D
5 To approve the payment of benefits payable (excluding Directors’ fees) to the Non-Executive Chairman and
Non-Executive Directors up to an amount of RM1,272,000 from 23 June 2022 until the next AGM of the
(Resolution 5)
Company.
Please refer to Explanatory Note E
6 To re-appoint Ernst & Young PLT as Auditors of the Company for the ensuing year and to authorise the
Directors to fix their remuneration.
(Resolution 6)
Please refer to Explanatory Note F

AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following Ordinary Resolution, with or without any modifications:
7 Proposed Renewal of Shareholders’ Mandate for Existing Recurrent Related Party Transactions of a
Revenue or Trading Nature (“Proposed Shareholders’ Mandate”)
(Resolution 7)
“THAT in accordance with Paragraph 10.09 of the Main Market Listing Requirements (“MMLR”) of
Bursa Malaysia Securities Berhad (“Bursa Securities”), and subject to the Companies Act 2016
(“CA 2016”), the Constitution of the Company, other applicable laws, guidelines, rules and regulations,
and the approvals of the relevant governmental and/or regulatory authorities, approval be hereby
given to the Company and its subsidiary companies (collectively “DRB-HICOM Group”) to enter into
any of the recurrent related party transactions (“RRPTs”) of a revenue or trading nature as set out
in Section 2.2.3 of the Circular to Shareholders dated 29 April 2022, which are necessary for the
day-to-day operations in the ordinary course of business of the DRB-HICOM Group, on normal
commercial terms, which are not more favourable to the related parties than those generally available
to the public, undertaken on an arm’s length basis, and are not detrimental to the minority
shareholders of the Company (“Shareholders’ Mandate”);
THAT the Shareholders’ Mandate shall continue to be in force until:
(a) the conclusion of the next AGM of the Company, at which time the authority will lapse, unless the
authority is renewed by a resolution passed at such general meeting;
(b) the expiration of the period within which the next AGM of the Company is required to be held pursuant
to Section 340(2) of CA 2016 (but shall not extend to such extension as may be allowed pursuant to
Section 340(4) of CA 2016); or
(c) the Shareholders’ Mandate is revoked or varied by an ordinary resolution passed by the shareholders
of the Company at a general meeting;
whichever is the earlier;
AND THAT the Directors of the Company be hereby authorised to complete and do all such acts (including
executing all such documents as may be required), as they may consider expedient or necessary to give
effect to the Shareholders’ Mandate.”
Please refer to Explanatory Note G
8 To transact any other business of which due notice shall have been given in accordance with CA 2016 and
the Company’s Constitution.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS ALSO HEREBY GIVEN THAT the final dividend of 2.0 sen per share in respect of the financial year ended
31 December 2021, if approved by the shareholders at the 32nd AGM, will be paid on 18 July 2022 to the shareholders whose names
appear in the Record of Depositors of the Company at the close of business on 30 June 2022.
A depositor shall qualify for entitlement to the dividend only in respect of:
(a) shares transferred into the depositor’s securities account before 4.30 p.m. on 30 June 2022 in respect of ordinary transfers;
(b) shares deposited into the depositor’s securities account before 12.30 p.m. on 28 June 2022 in respect of shares which are
exempted from mandatory deposit;and
(c) shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia
Securities Berhad.
BY ORDER OF THE BOARD
SABARINA LAILA MOHD HASHIM

SSM PC No.: 201908001661
LS No.: 0004324
Company Secretary
Shah Alam, Selangor Darul Ehsan

29 April 2022
NOTES:
1. Virtual AGM 2. Proxy and/or Authorised Representative
(a) The Company’s virtual 32nd AGM will be conducted on- (a) Every Member including authorised nominees as defined
line from the Broadcast Venue. Members can attend, under the Central Depositories Act and Exempt Authorised
participate and vote in the meeting remotely via live Nominees which holds ordinary shares in the Company for
streaming and on-line voting using Remote Participation multiple beneficial owners in Omnibus Account, is entitled
and Electronic Voting (“RPEV”) facilities which are to:
available on Boardroom Share Registrars Sdn. Bhd.’s
website at https://meeting.boardroomlimited.my. Please (i) appoint another person as his proxy to exercise all
follow the procedures provided in the Administrative or any of his rights to attend, participate, speak and
Guide for the 32nd AGM in order to register, participate vote instead of him at the meeting of Members and
and vote remotely via RPEV facilities. that such proxy need not be a Member; and
(b) The venue of the 32nd AGM is strictly for the purpose (ii)
appoint more than one proxy in relation to the
of complying with Section 327(2) of the CA 2016 which meeting provided that the Member specifies the
requires the Chairman of the Meeting to be present at proportion of his shareholdings to be represented by
the main venue (“Broadcast Venue”) and facilitate the each proxy.
conduct of the fully virtual meeting. No shareholder(s)/
proxy(ies) will be allowed to be physically present at the (b)
Where a Member entitled to vote on a resolution has
Broadcast Venue. appointed more than one proxy, the proxies shall only be
entitled to vote on poll provided that the Member specifies
the proportion of his shareholdings to be represented by
each proxy.
(c) Where a Member is an Exempt Authorised Nominee which 3. Voting by Poll

holds ordinary shares under Omnibus Account, there
is no limit to the number of proxies which the Exempt
Pursuant to Paragraph 8.29A(1) of the MMLR of Bursa
Authorised Nominee may appoint in respect of each Securities, all resolutions set out in this Notice will be put to
Omnibus Account it holds. vote by way of poll.
(d) If a member entitled to attend and vote at a meeting of 4. Members entitled to attend
the Company is not able to participate in the 32nd AGM
via RPEV facilities on 22 June 2022, we strongly encourage For the purpose of determining a member who shall be entitled
the member to appoint the Chairman of the meeting as to attend the 32nd AGM, the Company shall request Bursa
his/her proxy and indicate the voting instructions in the Malaysia Depository Sdn. Bhd. to issue a General Meeting
instrument appointing a proxy. Record of Depositors as at 15 June 2022. Only a depositor
whose name appears therein shall be entitled to attend the
(e) The instrument appointing a proxy shall be in writing (in 32nd AGM or appoint a proxy(ies) to attend and vote on such
the common or usual form) (“Form of Proxy”) under the depositor’s behalf.
hand of the appointor or of his attorney duly authorised
in writing or, if the appointor is a corporation, either under 5. Explanatory Note A
common seal of the corporation or under the hand of two - Audited Financial Statements
authorised officers, one of whom shall be a Director, or of
its attorney duly authorised in accordance with Section 66 This agenda item is meant for discussion only as the provision
of CA 2016. A proxy may but need not be a Member of the of Section 340(1)(a) of the CA 2016 does not require the
Company and a Member may appoint any person without Audited Financial Statements to be formally approved by the
limitation to be his proxy. Form of Proxy authorises the shareholders. Hence, this item is not put forward for voting.
proxy(ies) to demand or join in demanding a poll.
6. Explanatory Note B
(f) The Form of Proxy and the power of attorney or other - Final dividend
authority, if any, under which it is signed or a notarial
certified copy of that power or authority shall be deposited The Board is recommending that the shareholders approve
at the office of the Share Registrar, Boardroom Share the payment of a final dividend.
Registrars Sdn. Bhd., 11th Floor, Menara Symphony, No. 5,
Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling With reference to Section 131 of the CA 2016, a company may
Jaya, Selangor Darul Ehsan (Tel: 603-7890 4700), not only make a distribution to the shareholders out of available
less than 48 hours before the time for holding the meeting profits if the company is solvent. On 7 April 2022, the Board
or adjourned meeting at which the person named in the of Directors’ of DRB-HICOM (“the Board”) had considered the
Form of Proxy proposes to vote, or, in the case of a poll, amount of dividend and decided to recommend the same for
not less than 24 hours before the time appointed for shareholders’ approval.
the taking of the poll, and in default the Form of Proxy
shall not be treated as valid. Alternatively, the Form of The Board is satisfied that the Company will be solvent as it
Proxy can be deposited electronically through the Share will be able to pay its debts as and when the debts become
Registrar’s website, Boardroom Smart Investor Portal at due within 12 months immediately after the distribution date
https://investor.boardroomlimited.com before the proxy which would be announced by the Company after the 32nd
form lodgement cut-off time as mentioned above. Please AGM in accordance with Sections 132(2) and (3) of the CA
refer to the Administrative Guide for further details. 2016.
7. Explanatory Note C
- Re-election of Directors
Article 77 of the Company’s Constitution provides that one-third (1/3) or the number nearest to one-third (1/3) of the Directors
for the time being, shall retire from office so that all the Directors shall retire from office once at least in every three years
(“retirement by rotation”) and shall be eligible for re-election.
The Directors who are subject to re-election at the 32nd AGM of the Company are as follows:
Article 77 - Retirement by rotation

(i) Datuk Ooi Teik Huat
(ii) Datuk Idris Abdullah @ Das Murthy
All Directors standing for re-election as Directors and being eligible, have offered themselves for re-election at the 32nd AGM
of the Company.
For the purpose of determining the eligibility of Directors standing for re-election at the 32nd AGM, the Board through its Board
Nomination and Remuneration Committee (“BNRC”) had assessed the retiring Directors’ performance, contribution and
independence via the annual Board Effectiveness Assessment, taking into consideration among others, the Director’s level of
contribution to the Board’s deliberations through their skills, experience and strength in qualities; demonstrated objectivity in
the Board’s decision-making process, gave valuable feedback through sharing of knowledge and experience and acted in the
best interests of the Company.
Based on the outcome of the BNRC’s review, the retiring Directors’ performance and contribution in the discharge of their duties
during the assessment period had been satisfactory. The BNRC was satisfied that the retiring Directors contributed effectively
to the Board’s deliberations and demonstrated their diligence and commitment as Directors of the Company. The Board
approved the BNRC’s recommendation that the Directors who retire in accordance with Article 77 of the Company’s Constitution
are eligible to stand for re-election.
The profiles of the retiring Directors are set out in the Profile of the Board of Directors on pages 38 to 41 of Annual Report 2021.
8. Explanatory Notes D and E

- Directors’ Fees and Benefits
Section 230(1)(b) of the CA 2016 provides that the fees of the directors and any benefits payable to the directors of a listed
company and its subsidiary companies shall be approved at a general meeting.
The Directors’ fees and benefits payable to the Non-Executive Chairman and Non-Executive Directors (“NEDs”) of the
Company comprise fees and benefits payable to the Non-Executive Chairman and NEDs as members of the Board and Board
Committees of the Company and its subsidiary companies, and the amount is estimated based on the following framework:
A. Directors’ Fees
(i) Board/Board Committee of DRB-HICOM
Fee (per annum)

Board/Board Committee
Chairman Member
Board RM300,000 RM180,000
Board Audit Committee (“BAC”) RM60,000 RM40,000
Board Nomination and
RM10,000 RM8,000
Remuneration Committee (“BNRC”)
Board Risk and Sustainability Committee (“BRSC”) RM30,000 RM20,000
(ii) Board Members of DRB-HICOM who are also the Board/Board Committee Members of subsidiary companies
Fee (per annum)

Subsidiary Company Pos Malaysia Berhad Bank Muamalat Malaysia Berhad
(“Pos Malaysia”) (“BMMB”)
Chairman of the Board RM120,000 -
Board Members RM80,000 RM120,000
Chairman of BAC RM15,000 -
BAC Member RM10,000 -
Chairman of the Board Committee (other than BAC) RM8,000 -
Board Committee Member (other than BAC) RM6,000 -
B. Directors’ Benefits
(i) Board/Board Committee of DRB-HICOM
The Directors’ benefits of DRB-HICOM are summarised in the table below:
Description Chairman NEDs/Member
Meeting Allowance Per Meeting Board RM2,000 RM2,000

BAC RM2,000 RM2,000
BNRC RM2,000 RM2,000
BRSC RM2,000 RM2,000
Monthly Fixed Allowance RM70,000 per month -
(ii) Board Members of DRB-HICOM who are also the Board/Board Committee Members of subsidiary companies
Meeting allowance per meeting

Type of meeting
Pos Malaysia BMMB
Board RM1,000 RM3,000
BAC RM2,500 RM3,000
Board Risk Management Committee - RM3,000
Board Compliance Committee - RM3,000
Board Tender Committee RM1,000 -
Board Risk, Sustainability and Compliance Committee RM1,000 -
Board Digital-First Committee RM1,000 -
BNRC RM1,000 -
Shareholders’ Meeting RM1,000 -
The total amount of benefits payable to the Non-Executive Chairman and NEDs is estimated to be up to RM1,272,000 from 23 June
2022 to the next AGM in 2023 (Current Period), based on the Board Remuneration which will take effect from 23 June 2022 subject to
the shareholders’ approval.
In determining the estimated total amount of Directors’ fees and benefits payable for the Non-Executive Chairman and NEDs, the
Board has considered various factors, including the number of scheduled meetings for the Board and Board Committees based on the
composition of NEDs, including a provisional sum as contingency for future appointments of NED on the Board and increase in number
of Board and Board Committee meetings.
The proposed Resolutions 4 and 5, if passed, will give authority to the Company to pay the Directors’ fees and benefits payable on a
quarterly/monthly basis and/or as and when incurred. The Board opined that it is just and equitable for such payment to be made, since
the Non-Executive Chairman and the NEDs have discharged their responsibilities and rendered their services to the Company and its
subsidiary companies throughout the Current Period.
9. Explanatory Note F
- Re-appointment of Auditors
The Board, through the BAC, has conducted an annual assessment on the suitability and independence of the external auditors, Ernst &
Young PLT (“EY”) and agreed that EY has met the relevant criteria as prescribed under Paragraph 15.21 of the MMLR of Bursa Securities.
10. Explanatory Note G

- Proposed Shareholders’ Mandate
The Proposed Ordinary Resolution 7, if passed, will enable DRB-HICOM Group to enter into RRPTs of a revenue or trading nature, which
are necessary for the day-to-day operations of the DRB-HICOM Group as set out in Section 2.2.3 of the Circular to Shareholders dated
29 April 2022, subject to the transactions being in the ordinary course of business and at arm’s length basis and on normal commercial
terms which are not more favourable to the related parties than those generally available to the public and are not detrimental to the
minority shareholders of the Company.
STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING

(Pursuant to Paragraph 8.27(2) of the MMLR of Bursa Securities)
As at the date of this Notice, there are no individuals who are standing for election as Directors (excluding the above Directors who are
standing for re-election) at this 32nd AGM of the Company.
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ALWAYS PUSHING THE

ENVELOPE TO EXCEED
EXPECTATIONS
CORPORATE DISCLOSURE
012 Purpose Statement and Success Beliefs
016 Corporate Profile
018 Calendar of Events
022 Financial Calendar
023 Corporate Information
024 Group Corporate Structure
026 Investor Relations
ONE OF THE
NATION’S LARGEST
& MOST DIVERSE
CONGLOMERATES
Our Purpose Our Success
Statement Beliefs
We are Own It Build Trust

I take ownership to achieve a I win mutual trust with fairness &
passionate great outcome integrity, always
about building
One Team Drive Innovation
trust to connect I work together with others to I challenge the way we do things
achieve great results to create better solutions
lives and
businesses for a Move Fast Delight Customers
I learn, simplify, adapt, & I make our customers happy
better tomorrow act quickly
Backed by
112 YEARS
of history
82 OPERATING
Companies
6 CORE SECTORS
• Automotive • Banking
• Aerospace and Defence • Services
• Postal • Properties
46,000
Employees
CORPORATE PROFILE
DRB-HICOM was formed in 1996 following the merger of

two companies, Diversified Resources Berhad (“DRB”)
and HICOM Holdings Berhad (“HHB”). DRB was
incorporated on 28 August 1990 as Peerless Assets
Sdn. Bhd. On 19 September 1991, it changed its name to
DRB and was listed on the main board of Bursa Malaysia
on 4 September 1992.
HHB meanwhile has a history that dates back to 1910. Incorporated designing, assembling, distributing, component manufacturing,
as The New Serendah Rubber Company, it was established as an repairing and retailing. The Group assembles Mercedes-Benz,
investment company involved primarily in agriculture. In 1993, it Volkswagen, Mitsubishi and Isuzu vehicles, and is involved in
acquired HICOM Berhad (“HICOM”), a company engaged in the automobile distribution, sales and after-sales, logistics, rental and
development of heavy industries, from the Ministry of Finance. leasing. It also has a strong manufacturing and engineering
HICOM played a significant role in the development of national (“M&E”) base that supplies components to Tier-1 OEMs in the
car company PROTON, and drove Malaysia’s industrialisation. automotive and aerospace industries.
Following the acquisition of HICOM, the company changed its
Under its Aerospace and Defence sector, the Group supplies
name to HHB, and was involved in the manufacturing of
composite components to major names in the aerospace industry.
motorcycles and general-purpose engines, foundry works and
It is also a key defence player, delivering armoured and other
machining, diecasting, cement production as well as industrial
highly specialised vehicles to the Ministry of Defence and Ministry
estates and golf resort development.
of Home Affairs.
DRB-HICOM assumed its present name on 11 May 2000 and is one
In Postal, DRB-HICOM owns Pos Malaysia Berhad, the national
of the largest and most diversified conglomerates in Malaysia,
postal services provider; while its Banking sector is veered towards
with key businesses in six core sectors: Automotive, Aerospace &
values-based Islamic banking under Bank Muamalat Malaysia
Defence, Postal, Banking, Services and Properties. Among its
Berhad.
many operating companies, the best-known locally and
internationally is PROTON, Malaysia’s first and ASEAN’s only Within DRB-HICOM’s Services division are vehicle inspection
true-blue automotive original equipment maker (“OEM”). It also under PUSPAKOM Sdn. Bhd.; tertiary education via DRB-HICOM
owns MODENAS, the national motorcycle manufacturer. University of Automotive Malaysia (“DRB-HICOM University”);
ground-handling services for aircraft provided by Pos Aviation
Listed on Bursa Malaysia with a market capitalisation of RM2.76
Sdn. Bhd.; and logistics services under Pos Logistics Berhad.
billion as at 31 December 2021, DRB-HICOM is the only corporation
in the country involved in the entire automotive value chain;
CALENDAR OF EVENTS 2021
1 January 16 February
DRB-HICOM PROVIDES COVID-19 ASSISTANCE TO MOU SIGNING BETWEEN DRB-HICOM UNIVERSITY OF AUTOMOTIVE
20 SCHOOLS IN SELANGOR MALAYSIA AND STERLING INSURANCE BROKER SDN. BHD.
DRB-HICOM sponsored disposable face masks, hand sanitisers and digital DRB-HICOM University of Automotive Malaysia and Sterling Insurance
thermometer stands for 20 selected schools in Selangor. This initiative is Broker Sdn. Bhd. signed a memorandum of understanding (MoU) virtually
in line with the Government’s effort to contain the spread of COVID-19 and to jointly develop risk management and strategic planning programmes
to allow students to continue their studies in school safely. for corporate executives and the public.
30 March, 30 May & 12 October

DRB-HICOM FOODBANK PROGRAMME
DRB-HICOM collaborated with Yayasan

Foodbank Malaysia and distributed food care
packages in three locations to aid and support
the less fortunate in Selangor who were
affected by the COVID-19 pandemic. More than
1,200 people from 300 households benefited
from the initiative.
7 & 12 April, 7 May 8 April 12 April

FABRIC RECYCLING BINS AT WISMA MENTERI BESAR PERAK’S VISIT TO SUPPORTING GREEN INITIATIVES
DRB-HICOM, SMK SAUJANA UTAMA, PROTON TANJUNG MALIM
SUNGAI BULOH AND SUBANG PARADE A Green Day Programme was held at Wisma
In conjunction with Program Mesra Rakyat, the DRB-HICOM to raise awareness of the Group’s
As part of its commitment to preserve the management of PROTON welcomed Menteri green initiatives. Kloth Malaysia Sdn. Bhd.,
environment, DRB-HICOM collaborated with Besar Perak, YAB Dato’ Seri Saarani Mohamad DRB-HICOM’s fabric recycling partner,
Kloth Malaysia Sdn. Bhd. and Life Line Clothing to PROTON Tanjung Malim. promoted their Keep Fabrics Out of Landfills
Malaysia Sdn. Bhd. and adopted five fabric chute campaign for a more sustainable lifestyle. Alam
bins. The bins were placed at three different Flora Sdn. Bhd. also took part in the event by
locations in Selangor for local communities to setting up a booth and educating employees on
recycle their unwanted clothes and textiles. the importance of recycling.
4 May, 22 October 23 June

SPONSORSHIP OF DISPOSABLE FACE MASKS TO CHINESE PRIMARY SCHOOLS IN DRB-HICOM’S 31ST
PARTNERSHIP WITH SIN CHEW DAILY ANNUAL GENERAL MEETING
In partnership with Sin Chew Daily, DRB-HICOM sponsored 91,000 pieces of 3-ply disposable face The 31st DRB-HICOM Annual General Meeting
masks to 64 Chinese primary school students in Kedah, Pahang and Perak. The schools chosen are was held virtually at Wisma DRB-HICOM. A
located close to operating areas of DRB-HICOM Group of Companies. total of 824 shareholders and proxies attended
the AGM.
CALENDAR OF EVENTS 2021
A N U G E R A H
PELAJAR CEMERLANG
SPM, STPM & STAM 2020
Various Dates in July 18 September, 1 & 3 October

ANUGERAH PELAJAR CEMERLANG FOOD FOR FRONTLINERS AND UNDERPRIVILEDGED COMMUNITIES
SPM, STPM & STAM
DRB-HICOM collaborated with HOPE Kitchen, a non-governmental organisation that helps and
A total of 162 children of HHB employees were empowers women who are single mothers in the B40 category to stay afloat during challenging
rewarded for their excellent results in the 2020 times. HOPE Kitchen offers job opportunities and training to market their products on digital
SPM, STPM & STAM examinations. In platforms.
adherence to the COVID-19 SOPs, their rewards
were made via bank transfers. DRB-HICOM through HOPE Kitchen sponsored 200 food packs for the frontliners at Hospital Kuala
Lumpur as well as 400 food packs for the underprivileged communities such as nursing and children
homes.
16 November 7, 13 & 20 January 2022

DRB-HICOM CARE PACKAGE DISTRIBUTION BACK TO SCHOOL ASSISTANCE PROGRAMME
In appreciating and caring for employees, DRB-HICOM provided financial aid to 601 children of HHB employees. The assistance was given to
DRB-HICOM distributed care packages as a way employees with a household income of RM5,000 and below, with children aged between 7 to 17
to boost their morale while working from home. years old.
The company also provided financial aid to students from Sekolah Kebangsaan Jalan Kebun and
Sekolah Menengah Kebangsaan Jalan Kebun, as well as eligible employees at subsidiary companies,
namely PHN Industry Sdn. Bhd. and HICOM Diecastings Sdn. Bhd.

FINANCIAL CALENDAR
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021
ANNOUNCEMENT DATES
OF UNAUDITED CONSOLIDATED RESULTS
1st Quarter 31 May

2021
ended
31 March 2021
2nd Quarter 17 August

ended
30 June 2021 2021
3rd Quarter 18 November
ended
30 September 2021 2021
4th Quarter 24 February
ended
31 December 2021 2022
Dividend
Final dividend of 2.0 sen per share
Notice Date: Entitlement Date: Payment Date:
29 April 2022 30 June 2022 18 July 2022
32nd Annual General Meeting

Notice Date: Meeting Date:
29 April 2022 22 June 2022
CORPORATE INFORMATION
AS AT 7 APRIL 2022
BOARD OF DIRECTORS
Name Designation
Chairman
1 Tan Sri Wan Zulkiflee Wan Ariffin
Independent Non-Executive Director
2 Dato’ Sri Syed Faisal Albar Syed A.R Albar Group Managing Director
3 Datuk Ooi Teik Huat Non-Independent Non-Executive Director
4 Dato’ Ibrahim Taib Senior Independent Non-Executive Director
5 Datuk Idris Abdullah @ Das Murthy Independent Non-Executive Director
6 Sharifah Sofia Syed Mokhtar Shah Non-Independent Non-Executive Director
BOARD AUDIT COMMITTEE BOARD NOMINATION AND BOARD RISK AND

Chairman REMUNERATION COMMITTEE SUSTAINABILITY COMMITTEE
Dato’ Ibrahim Taib Chairman Chairman
Tan Sri Wan Zulkiflee Wan Ariffin Datuk Idris Abdullah @ Das Murthy
Members
Datuk Ooi Teik Huat Members Members
Datuk Idris Abdullah @ Das Murthy Datuk Ooi Teik Huat Datuk Ooi Teik Huat
Datuk Idris Abdullah @ Das Murthy Dato’ Ibrahim Taib
COMPANY SECRETARY
Sabarina Laila Mohd Hashim REGISTERED OFFICE COMPANY WEBSITE
(LS0004324) Level 5, Wisma DRB-HICOM www.drb-hicom.com
Tel : +603 2052 7695 No. 2, Jalan Usahawan U1/8
Fax : +603 2052 7696 Seksyen U1 SHARE REGISTRAR
E-mail : sabarina@drb-hicom.com 40150 Shah Alam Boardroom Share Registrars Sdn. Bhd.
Selangor Darul Ehsan Registration No: 199601006647
INTERNAL AUDIT Malaysia (378993-D)
Abdul Jamil Johari Tel : +603 2052 8000 11th Floor, Menara Symphony
Head, Group Internal Audit Fax : +603 2052 8099 No. 5, Jalan Professor Khoo Kay Kim
Tel : +603 2052 8962 Seksyen 13
Fax : +603 2052 8959 INVESTOR RELATIONS 46200 Petaling Jaya
E-mail : jamil@drb-hicom.com Norli Dollah Selangor Darul Ehsan
Senior Manager, Investor Relations Malaysia
AUDITORS Tel : +603 2052 8194 Tel : +603 7890 4700
Ernst & Young PLT Fax : +603 2052 8228 Fax : +603 7890 4670
(202006000003 (LLP0022760-LCA) & E-mail : invest@drb-hicom.com E-mail : BSR.Helpdesk@
AF0039) boardroomlimited.com
Chartered Accountants PRINCIPAL BANKERS
Level 23A, Menara Milenium Bank Muamalat Malaysia Berhad PRINCIPAL SOLICITORS
Jalan Damanlela Malayan Banking Berhad Hisham, Sobri & Kadir
Pusat Bandar Damansara RHB Bank Berhad Lee Hishammuddin Allen & Gledhill
50490 Kuala Lumpur AmBank (M) Berhad Kadir Andri & Partners
Malaysia CIMB Bank Berhad
Tel : +603 7495 8000
Fax : +603 2095 5332 AGM HELPDESK
Tel : +603 2052 8935
STOCK EXCHANGE LISTING
Listed on Main Market of
Bursa Malaysia Securities Berhad
Listing Date : 4 September 1992
Stock Name : DRBHCOM
Stock Code : 1619
GROUP CORPORATE STRUCTURE

Operating Companies as at 31 December 2021
DRB-HICOM HICOM DHB

LEASING INDUNGAN PROPERTIES
SDN. BHD. SDN. BHD. SDN. BHD.
E.I.: 100% E.I.: 100% E.I.: 100%
MITSUBISHI
MOTORS BENUA HICOM NERACA
DRB-HICOM
MALAYSIA KURNIA VERTEX PRISMA HICOM GLEN
EZ-DRIVE
SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD.
SDN. BHD.
E.I.: 48% E.I.: 100% E.I.: 100% E.I.: 100% E.I.: 100%
E.I.: 100%
HICOM GLENMARIE GLENMARIE COVE

EON AUTO
HARTANAH PROPERTIES DEVELOPMENT
MART EUROMOBIL HICOM AUTO
E.I.: 100% E.I.: 100% E.I.: 100%
E.I.: 100% E.I.: 100% E.I.: 100%
PROTON CITY GLENMARIE

EDARAN OTOMOBIL DEVELOPMENT DEVELOPMENT
NASIONAL CORPORATION (PAHANG) HICOM
BERHAD SDN. BHD. SDN. BHD. BERHAD
E.I.: 100% E.I.: 100% E.I.: 100% E.I.: 100%
ORIENTAL SUMMIT DRB-HICOM XINQUAN HICOM

INDUSTRIES MECHATRONICS MALAYSIA
E.I.: 100% E.I.: 100% E.I.: 24.99%
AUTOMOTIVE HICOM AUTOMOTIVE HICOM-TECK SEE DRB-HICOM

CORPORATION MANUFACTURERS MANUFACTURING HICOM COMMERCIAL
(MALAYSIA) PHN INDUSTRY (MALAYSIA) MALAYSIA DIECASTINGS VEHICLES
SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD.
E.I.: 100% E.I.: 100% E.I.: 100% E.I.: 51% E.I.: 100% E.I.: 100%
CTRM TESTING
LABORATORY
SDN. BHD.
E.I.: 100%
CTRM DEFTECH DEFTECH

ISUZU SERVICE CTRM AERO COMPOSITES SYSTEMS DEFTECH UNMANNED DEFENCE
CENTRE COMPOSITES ENGINEERING INTEGRATION AVIATION SYSTEMS SERVICES
SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD.
E.I.: 73.69% E.I.: 100% E.I.: 100% E.I.: 100% E.I.: 100% E.I.: 100% E.I.: 100%
COMPOSITES TECHNOLOGY MOTOSIKAL DAN DRB-HICOM DEFENCE

ISUZU MALAYSIA RESEARCH MALAYSIA ENJIN NASIONAL TECHNOLOGIES
SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD.
E.I.: 48.42% E.I.: 100% E.I.: 70% E.I.: 100%
DRB-HICOM
HONDA MALAYSIA
AUTO SOLUTIONS
SDN. BHD.
SDN. BHD.
E.I.: 34%
E.I.: 100%
PROTON PROTON GLOBAL PT PROTON

COMMERCE SERVICES EDAR ACO TECH
SDN. BHD. SDN. BHD. INDONESIA SDN. BHD.
E.I.: 25.05% E.I.: 50.10% E.I.: 50.10% E.I.: 30.06% AUTOMOTIVE
CONVERSION
ENGINEERING
PROTON EDAR SDN. BHD.
SDN. BHD. E.I.: 50.10%
E.I.: 50.10%
HICOM-YAMAHA ADVANCED VEHICLE
MANUFACTURING PROTON PROTON MOTORS PROTON ENGINEERING
MALAYSIA HICOM HBPO PARTS CENTRE (THAILAND) TANJUNG MALIM GLOBAL
SDN. BHD. SDN. BHD. SDN. BHD. COMPANY LIMITED SDN. BHD. SDN. BHD.
E.I.: 45% E.I.: 49% E.I.: 50.10% E.I.: 50.10% E.I.: 50.10% E.I.: 50.10%
ISUZU HICOM EXEDY PROTON PERUSAHAAN

MALAYSIA (MALAYSIA) MARKETING OTOMOBIL NASIONAL
SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD.
E.I.: 49% E.I.: 45% E.I.: 50.10% E.I.: 50.10%
HICOM HOLDINGS PROTON HOLDINGS MEDIA CITY DEVELOPMENT

BERHAD BERHAD SDN. BHD.
E.I.: 100% E.I.: 50.10% E.I.: 100%
NORTHERN GATEWAY
INFRASTRUCTURE
SDN. BHD.
E.I.: 100%
BANK MUAMALAT PUSPAKOM HICOM UNIVERSITY POS MALAYSIA
MALAYSIA BERHAD SDN. BHD. COLLEGE BERHAD
E.I.: 70% E.I.: 100% SDN. BHD. E.I.: 53.50%
E.I.: 100%
MUAMALAT MUAMALAT
DATAPOS (M) POS AR-RAHNU POS AVIATION POS DIGICERT PSH EXPRESS
INVEST VENTURE
SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD. SDN. BHD.
SDN. BHD. SDN. BHD.
E.I.: 53.50% E.I.: 53.50% E.I.: 53.50% E.I.: 53.50% E.I.: 53.50%
E.I.: 70% E.I.: 70%
POS AVIATION POS LOGISTICS WORLD CARGO

PUSPAKOM TEKNIK ENGINEERING BERHAD AIRLINE
SDN. BHD. SERVICES E.I.: 53.50% SDN. BHD.
E.I.: 100% SDN. BHD. E.I.: 26.22%
E.I.: 53.50%
PNSL KP ASIA AUTO WESTPORT MALAYSIAN SHIPPING

BERHAD LOGISTICS DISTRIPARK (M) AGENCIES
E.I.: 53.50% SDN. BHD. SDN. BHD. SDN. BHD.
E.I.: 53.50% E.I.: 53.50% E.I.: 53.50%
PNSL RISK
MANAGEMENT
SDN. BHD. Legend
E.I.: 53.50% Automotive Postal
Services Banking
Aerospace and Defence Joint Ventures
Properties Associated Companies
INVESTOR RELATIONS
FY2021 has been a challenging year for domestic and global markets following
the rise of COVID-19 cases, economic headwind and prolonged movement
restrictions. The re-imposition of a total lockdown in the middle of the year had
restricted business activities across the Group which led to a bumpy recovery
and subdued momentum. Despite looming uncertainties in the wake of on-going
business climate, DRB-HICOM aims to prioritise actions in building strategic
resilience to ensure business sustainability as part of its efforts to deliver
optimum value to shareholders.
KEY HIGHLIGHTS FY2021
Market Capitalisation Institutional & Private/

Retail Shareholders
RM2.76 billion
Share price on 31 Dec 2021: RM1.43 41,745
Highest Share Price

No. of shares traded
RM2.11
On 4 Jan 2021 0.4 billion
2.4%
SHAREHOLDER BASE Foreign

7.9%
DRB-HICOM’s diverse shareholder base comprises of
8.9%
government agencies, corporate, institutional and private/ 10.6% TABUNG HAJI
retail shareholders. The Group had a total of 41,745
shareholders as at 31 December 2021. Etika Strategi Sdn. Bhd. 2.8%
and Employees Provident Fund remained DRB-HICOM’s
Foreign
substantial shareholders with 55.9% and 10.6% interest Etika Strategi Shareholding 6.3%
Sdn.
Etika Bhd.
Strategi Structure
respectively, while foreign shareholding stood at 6.3%. 55.9% as at
Sdn. Bhd.
55.9% 31 Dec 2021
Others
24.4%
SHARE PERFORMANCE
2021 was another tumultuous year for the equity market as the raging global COVID-19 pandemic
continued. This was reflected by the roller-coaster performance of FBM KLCI where the index hit
a high of 1,639.83 points on 10 March 2021 and plunged to its lowest of 1,480.92 points on
14 December 2021 before window dressing and bargain hunting activities at the end of the trading
day in 2021 lifted the index to 1,567.53 points. Following the volatility of the local bourse,
DRB-HICOM’s position in the stock exchange was also bearish, marking its highest share price of
RM2.11 on the first trading day of the year and diving to its lowest of RM1.42 on 31 December 2021.
DRB-HICOM SHARE PRICE PERFORMANCE

January - December 2021
Q1 Q2 Q3 Q4
RM RM RM RM 20 & 21
High 4 Jan High 5 Apr High 23 Jul High
2.11 1.97 1.72 1.71 Oct
RM RM 29 & 30 RM RM
Low 24 Feb Low Low 12 Aug Low 31 Dec
1.66 1.63 June 1.58 1.42
RM RM RM RM
Close 31 Mar Close 30 June Close 30 Sept Close 31 Dec
1.92 1.63 1.64 1.43
DRB-HICOM vs FBM KLCI

January - December 2021
(RM) (Index)
2.10
1,700.00
1.90
1,600.00
1.70
1,500.00
1.50
1,400.00
1.30
1.10 1,300.00
Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21
INVESTOR RELATIONS
INVESTORS ENGAGEMENT
As the world grappled with the COVID-19 pandemic, virtual meetings continued to replace face-to-face interactions. IR programmes such as
plant visits and/or business operation tours were deferred as part of a cautious measure to ensure the overall safety of stakeholders. Video
conferencing or virtual meetings have been the official platform to reach a wider investor base, as it was not only convenient but also time
and cost efficient.
Throughout the year, regular engagement with investors were made through these platforms:
Quarterly Group Financial Results
1st Quarter
FY2021 2nd Quarter
FY2021 3rd Quarter
FY2021 4th Quarter
FY2021
31 May 17 August 18 November 24 February

2021 2021 2021 2022
Virtual Annual General Meeting
30
• Notice of Fully Virtual 31st of Annual General Meeting and Issuance of
April Annual Report and Audited Financial Statements for the Financial Year
2021 Ended 31 December 2020
23 June
2021
• Fully virtual 31st Annual General Meeting
Notice Date Entitlement Date Payment Date
30 30 23
Dividend April June July
2021 2021 2021
Analyst Briefings / Corporate Meetings
Type of Event Engagement/Event (No. of Pax) Frequency
Analyst Briefings 50-80 Quarterly

Corporate/ Sukuk Holder Briefings 10-15 As and when
One-on-one meeting / Email / Press
3-5 Throughout the year
Release/Conference etc.
Credit Rating Review / Shariah
3-5 Annually
Compliance Review
Credit Rating Exercise
Sukuk
Wakalah
Programme of up to RM3.5 Perpetual Sukuk
Musharakah Programme
(“Perpetual Sukuk”)
of up to
RM2.0
billion billion
CREDIT RATING REVIEW

The Group actively engages with the Malaysian Rating Corporation Berhad (“MARC”), the credit rating agency that provides an independent
assessment of the Group’s credit metrics and financial standing.
MARC has affirmed its rating of A+IS and A-IS in relation to the Sukuk Wakalah Programme of up to RM3.5 billion and Perpetual Sukuk
Musharakah Programme of up to RM2.0 billion respectively (collectively referred to as “Sukuk Programmes”).
The ratings on the existing Sukuk Programme carry a stable outlook in view of the DRB-HICOM’s continued strength in its key automotive
segment that is reflected by its strong market position and steady contribution to group profitability, recurrent income from a government
defence contract and concession assets as well as healthy liquidity. The ratings are mainly moderated by the weakening performance of its
subsidiary Pos Malaysia Berhad, due to the decline of its core conventional mail operations and by concerns that automotive sales could
decline after the expiry of the sales tax holiday.
The stable outlook reflects MARC’s expectation that DRB-HICOM’s strong operational track record and market position in the automotive
segment will continue to support group performance.
ANALYST COVERAGE AND RECOMMENDATION

DRB-HICOM is currently being covered by seven (7) research houses. Following each disclosure to Bursa Malaysia, respective research
houses would report on the Group’s performance and outlook with Recommendation and Target Price. Based on FY2021 financial results,
analysts’ recommendations and target prices on the Group’s shares are as below:
No Research House Target Price (RM) Recommendation

1 Hong Leong Investment 2.30 Buy
2 Public Investment 1.95 Outperform
3 Kenanga Investment 1.80 Outperform
4 CGS-CIMB 1.70 Buy
5 AmInvestment 1.65 Hold
Note: Citi Research and RHB Research did not publish reports for FY2021
RETURN TO SHAREHOLDERS
It is important for us to reward shareholders with a stable dividend payout that can sustainably grow over time. We reiterate our dividend
commitment through the dividend policy statement as approved by the Board of Directors as follows:
DIVIDEND POLICY
It is the Group’s intention to create value for shareholders through a sustainable dividend policy. In line with this, the Board
acknowledges the importance of rewarding shareholders with a stable dividend and to sustainably grow dividend over time.
The dividend payout target will be between 20% and 30% of the operational net profit. However, in determining the annual
dividend level, the Board will take into consideration the availability of cash, retained earnings, operating cash flow requirements,
business prospect, future capital expenditure, investment plan and financing requirements. The Board will ensure good balance sheet
management with gearing kept at manageable level.
INVESTOR RELATIONS
CAPITAL MARKET FEEDBACK

Our corporate website www.drb-hicom.com serves as a platform to disseminate our latest and historical quarterly results,
announcements and disclosures per Bursa Malaysia requirements.
As transparency is becoming integral to investment decisions, all annual reports, press releases, corporate and financial
information are accessible on our corporate website. We believe by providing greater disclosure of quality information, it will
help all stakeholders to better understand DRB-HICOM’s position in current business climate and benchmark its performance.
Any queries, feedback and suggestions can be channelled to the IR Department at invest@drb-hicom.com.

HARNESSING THE
POWER OF EFFICIENCY
PERFORMANCE REVIEW
034 Group’s 5-Year Financial Highlights
GROUP’S 5-YEAR FINANCIAL HIGHLIGHTS
2018 2019 2019** 2020 2021

March March December December December
RM’000 RM’000 RM’000 RM’000 RM’000
1. Operating Revenue 12,250,565 12,477,049 10,536,306 13,155,536 12,378,135
2. Profit/(Loss) Before Taxation 283,802 281,856 472,461 540,096 (291,267)

Basic and Diluted Earnings/
3. 22.26 6.36 18.57 28.66 (15.33)
(Loss) Per Share (sen)
4. Dividend Per Share ^ (sen) 3.00 3.00 2.00 2.00 2.00
5. Total Assets 42,730,441 42,676,826 41,675,403 45,596,190 47,118,651
6. Total Equity 10,098,124 10,015,894 9,842,914 9,857,118 9,097,826
7. Net Assets Per Share * (RM) 3.42 3.47 3.62 3.92 3.73
8. Total Borrowings 5,785,112 6,364,526 6,357,882 7,359,396 8,039,065
9. Gross Gearing Ratio (Times) 0.57 0.64 0.65 0.75 0.88
OPERATING REVENUE PROFIT/(LOSS) BEFORE TAXATION
RM’000 RM’000
Mar 12,250,565 Mar 283,802

2018 2018
Mar 12,477,049
Mar
281,856
2019 2019
Dec 10,536,306
Dec
47 2 ,4 61
2019** 2019**
Dec 13,155,536 Dec 540,096
2020 2020
Dec 12,378,135 Dec (291,267)
2021 2021
Financial Year/Period Ended Financial Year/Period Ended
^ Dividend per share (gross) consist of interim and final dividend declared and proposed for the designated financial year/period
* Based on 1,933,237,051 ordinary shares in issue
** Nine-month period from April to December 2019
BASIC AND DILUTED EARNINGS/(LOSS) PER SHARE TOTAL ASSETS
Sen RM’000
Mar Mar
22.26 42,730,441
2018 2018
Mar Mar
2019 6.36 42,676,826
2019
Dec Dec
18.57 41,675,403
2019** 2019**
Dec 28.66 Dec 45,596,190
2020 2020
Dec (15.33) Dec 47,118,651
2021 2021
TOTAL EQUITY NET ASSETS PER SHARE
RM’000 RM
Mar Mar
10,098,124 3.42
2018 2018
Mar Mar
10,015,894 3.47
2019 2019
Dec Dec
9,842,914 3.62
2019** 2019**
Dec 9,857,118 Dec 3.92
2020 2020
Dec 9,097,826 Dec 3.73
2021 2021
GROSS GEARING RATIO
Times
Mar
0.57
2018
Mar
0.64
2019
Dec
0.65
2019**
Dec 0.75
2020
Dec 0.88
2021
Financial Year/Period Ended
STABILITY
IN MOTION
LEADERSHIP
038 Profile of Directors
042 Profile of Key Senior Management
044 Management Team
046 Profile of Key Senior Management
of Principal Subsidiaries
PROFILE OF DIRECTORS
Present Appointments
• Board of Trustees, Razak School of Government
• Board of Governors, International Islamic University Malaysia
• Adjunct Professor and Industry Advisory Board Member,
Kulliyyah of Economics and Management Sciences, International
Islamic University Malaysia
Past Experience
• Director, Exxon Mobil Corporation
• Various executive positions in Petroliam Nasional Berhad
TAN SRI WAN ZULKIFLEE
Malaysian (“PETRONAS”) since 1983 and retired from the position of
BIN WAN ARIFFIN
President and Group Chief Executive Officer in June 2020
Chairman/Independent Non-Executive Director 61 years old
• Chairman, Malaysia’s National Trust Fund
Chairman, Board Nomination and Remuneration Committee • Council Member, East Coast Economic Region Development
Male
Dates of Appointment Last Re-election Council

1 September 2020 1 August 2020 23 June 2021 • Council Member, Northern Corridor Implementation Authority
(Chairman) (Director) • Council Member, ASEAN Council on Petroleum (ASCOPE)
• Member, World Economic Forum’s (WEF) Stewardship Board of
System Initiative on Shaping the Future of Energy
• Member, WEF’s Oil & Gas Governors Forum and the WEF Oil &
Academic/Professional Qualification Gas Action Group
• Bachelor of Engineering Degree in Chemical Engineering, • Pro Chancellor, Universiti Teknologi Petronas
University of Adelaide, South Australia • Advisory Council, Institut Pentadbiran Awam (INTAN)
• Advanced Management Programme, Harvard Business School
• Honorary Fellowship by the Institution of Chemical Engineers, Board Meeting Attendance in 2021
United Kingdom • 7/7 (100%)
Present Directorships
Listed Entity:
• Chairman, Gas Malaysia Berhad
Other Public Companies:

• Chairman, Malaysia Aviation Group Berhad
• Chairman, Malaysia Airlines Berhad
Past Experience
• Chief Executive Officer (“CEO”), Malakoff Corporation Berhad
• CEO, Gas Malaysia Berhad
• Executive Director, Pos Logistics Berhad
• Director, Malaysia Airports Holdings Berhad
• Director, Hong Leong Bank Berhad
• Director, Kwasa Land Sdn. Bhd.
• Director, Yayasan Kelana Ehsan
• Group Managing Director, Pos Malaysia Berhad
• Chairman, ASEAN Postal Business Union
DATO’ SRI SYED FAISAL ALBAR • CEO, The New Straits Times Press (Malaysia) Berhad (“NSTP”)
BIN SYED A.R ALBAR Malaysian
• Chief Financial Officer, NSTP
Group Managing Director 56 years old • Various positions in PricewaterhouseCoopers (formerly known
Male
as Price Waterhouse), Kuala Lumpur and San Francisco,
Dates of Appointment Last Re-election California, USA
1 March 2016 4 January 2016 23 June 2021

(Group Managing (Group Chief Executive Board Meeting Attendance in 2021
Director) Officer) • 7/7 (100%)
Academic/Professional Qualification
• Member of Malaysian Institute of Accountants (“MIA”)
• Member of the Malaysian Institute of Certified Public
Accountants (“MICPA”)
• American Institute of Certified Public Accountants (“AICPA”)
Professional Certification from University of Illinois, Urbana
Champaign, United States of America (“USA”)
• Bachelor of Arts (Accountancy), Barat College of DePaul
University, Lake Forest, USA
Listed Entity:
• Chairman, Pos Malaysia Berhad

• Chairman, PROTON Holdings Berhad
• Edaran Otomobil Nasional Berhad
• HICOM Holdings Berhad
• HICOM Berhad
DATUK OOI Malaysian DATO’ IBRAHIM Malaysian

TEIK HUAT BIN TAIB
62 years old 67 years old
Non-Independent Non-Executive Director Senior Independent Non-Executive Director
Male Male
• Member, Board Audit Committee • Chairman, Board Audit Committee
• Member, Board Nomination and Remuneration Committee • Member, Board Risk and Sustainability Committee
• Member, Board Risk and Sustainability Committee
Dates of Appointment Last Re-election Dates of Appointment Last Re-election

1 March 2022 1 November 2008 12 September 2019 1 March 2022 30 May 2017 18 March 2004 23 June 2021
(Non-Independent (Independent (Senior Independent (Independent (Non-Independent
Non-Executive Director) Non-Executive Director) Non-Executive Non-Executive Non-Executive
Director) Director) Director)
Academic/Professional Qualification Academic/Professional Qualification

• Member of the Malaysian Institute of Accountants and CPA • Bachelor of Laws LLB. (Honours) Degree, University of Malaya
Australia • Master of Laws, University of London
• Bachelor’s Degree in Economics, Monash University, Australia
Present Directorships Listed Entity:
Listed Entity: • NIL
• Gas Malaysia Berhad
• Malakoff Corporation Berhad
• Bank Muamalat Malaysia Berhad
Present Appointment
• Johor Port Berhad
• Partner legal firm, Ibrahim Taib & Associate
• Tradewinds (M) Berhad
• MMC Corporation Berhad Past Experience
• Various positions in Employees Provident Fund (“EPF”)
Present Appointment
since July 1992 and retired as the Deputy Chief Executive
Director, Meridian Solutions Sdn. Bhd.
Officer (Operations) in October 2014
Past Experience • Judge, Sessions Court, Kota Bharu
• Head of Corporate Finance, Pengkalen Securities Sdn. Bhd. • Deputy Public Prosecutor for Selangor, Attorney-General
• Malaysian International Merchant Bankers Berhad Chambers
• Hew & Co, Chartered Accountants • Legal Advisor, Ministry of Human Resources
• Legal Advisor, Road Transport Department
Board Meeting Attendance in 2021 • Magistrate in the Magistrate Court, Segamat, Johor
• 7/7 (100%) • Magistrate in the Magistrate Court, Jalan Duta, Kuala Lumpur
Board Meeting Attendance in 2021

• 7/7 (100%)
DATUK IDRIS Malaysian SHARIFAH SOFIA Malaysian

BIN ABDULLAH @ DAS MURTHY BINTI SYED MOKHTAR SHAH
Independent Non-Executive Director Non-Independent Non-Executive Director
Male Female
• Chairman, Board Risk and Sustainability Committee
• Member, Board Audit Committee
• Member, Board Nomination and Remuneration Committee
Date of Appointment Last Re-election Date of Appointment Last Re-election

1 January 2017 12 September 2019 13 April 2018 22 July 2020

Bachelor of Laws LLB. (Honours) Degree, University of Malaya • Bachelor of Science in Economics, University of York, United
Kingdom (“UK”)
• Master of Science in Development Management, London
Listed Entity:
School of Economics and Political Science (LSE), UK.
• Malakoff Corporation Berhad
• Pos Malaysia Berhad Present Directorships
Listed Entity:
• Pos Malaysia Berhad
• NCB Holdings Berhad.
Present Appointments
• MMC Corporation Berhad
• Partner legal firm, Kuching, Sarawak
• SKS International Logistics Berhad
• Member, Investment Panel, Pertubuhan Keselamatan Social
Malaysia (“PERKESO”) Past Experience
• Director, Malaysian Bioeconomy Development Corporation • Director, Gas Malaysia Berhad
Sdn. Bhd. • Director, Malakoff Corporation Berhad
• Special Officer to Group Chief Executive Officer, Pos Malaysia
Past Experience
Berhad
• Director, Bank Pembangunan Malaysia Berhad (Malaysia
• External Consultant, Bill & Melinda Gates Foundation
Development Bank)
• Summer Analyst, Morgan Stanley, Singapore
• Commission Member, Malaysian Communications and
• Intern, Grameen Bank, Bangladesh
Multimedia Commission
• Commission Member, Companies Commission of Malaysia
Board Meeting Attendance in 2021
Board Meeting Attendance in 2021 • 7/7 (100%)
• 7/7 (100%)
ADDITIONAL INFORMATION
• Save for Sharifah Sofia Syed Mokhtar Shah, none of the Directors have • None of the Directors have been convicted of any offence within the
any family relationship with any Director and/or major shareholder of past five (5) years
DRB-HICOM Berhad • None of the Directors have been publicly sanctioned or imposed any
• None of the Directors have conflicts of interest with penalty by the relevant regulatory bodies during the financial year
DRB-HICOM Berhad ended 31 December 2021
PROFILE OF KEY SENIOR MANAGEMENT

SHAHARUL FAREZ Malaysian DATO’ JEZILEE Malaysian

BIN HASSAN BIN MOHAMAD RAMLI
Chief Operating Officer Chief Operating Officer

Male Male
Properties, Concession and Corporate Planning & Strategy Corporate Services
Date of Appointment Date of Appointment

15 July 2016 25 June 2018

• Master in Business Administration, Massachusetts Institute • Degree in Bachelor of Science in Business (Major in
of Technology, USA Accounting), Emporia State University, Kansas, USA
• Bachelor of Science in Economics and Accounting (Honors), • Professional Accountancy, University of Missouri, Kansas City,
University of Bristol, UK Missouri, USA
Present Directorships in DRB-HICOM Group: Present Directorships in DRB-HICOM Group and

• HICOM Holdings Berhad Listed Entities:
• Glenmarie Properties Sdn. Bhd. • Pos Malaysia Berhad
• Media City Development Sdn. Bhd. • Other private limited companies within the DRB-HICOM Group
• Northern Gateway Infrastructure Sdn. Bhd.
• Other private limited companies within the DRB-HICOM Past Experience
Group • Chief Financial Officer, UEM Edgenta
• Group Chief Corporate Services, Pos Malaysia Berhad
Past Experience • Chief Financial Officer, The New Straits Times Press
• Executive Vice President, Corporate, Malakoff Corporation (Malaysia) Berhad
• Group Chief Executive Officer, Tradewinds Corporation
Berhad
AMINAH Malaysian SABARINA LAILA Malaysian

BINTI OTHMAN BINTI MOHD HASHIM
Group Director Company Secretary/Head

Female Female
Finance Company Secretarial & Legal Affairs

1 July 2021 4 December 2017

• Chartered Accountant, Association of Chartered Accounts • Bachelor of Laws LLB. (Honours) Degree, University of Malaya
(“ACCA”), UK • Master of Science in Corporate Governance, London South
• Malaysian Institute of Accountants (“MIA”) Bank University, UK
Present Directorships in DRB-HICOM Group: Past Experience

• Honda Malaysia Sdn. Bhd. • General Manager, Secretarial & Legal Services Division,
• HICOM-Teck See Manufacturing Malaysia Sdn. Bhd. Malaysia Airports Holdings Berhad
• PHN Industry Sdn. Bhd. • Group Company Secretary, Malaysia Airports Holdings Berhad
• HICOM University College Sdn. Bhd. and its subsidiaries
• DRB-HICOM EZ-Drive Sdn. Bhd. • Lawyer, several legal firms
• Media City Development Sdn. Bhd.
• Other private limited companies within the DRB-HICOM Group
Past Experience
• Group Director, Treasury, HICOM Holdings Berhad
• Head of Treasury, HICOM Holdings Berhad
Declaration
• None of the Key Senior Management have any conflicts of interest or any family relationship with any Director and/or major
shareholders of the Company
• None of the Key Senior Management have been convicted for any offences within the past five years nor been
imposed of any public sanction or penalty by the relevant regulatory bodies during the financial year ended 31 December 2021
MANAGEMENT TEAM
DATO’ SRI SYED FAISAL ALBAR SHAHARUL FAREZ HASSAN DATO’ JEZILEE MOHAMAD RAMLI
• Group Managing Director • COO, Properties, Concession, Corporate • COO, Corporate Services
• Chairman, Group Management Committee Planning & Strategy • Member, Group Management Committee
• Member, Group Management Committee
AMINAH OTHMAN AZRI ZAHARUDDIN BAEVINRAJ THIAGARAJAH

• Group Director, Finance • Group Director, • Group Director,
• Member, Group Management Committee Corporate Planning & Strategy Group Managing Director’s Office
HAMIZAN OSMAN AKKBAR DANIAL

• Group Director, • Head,
Operations Transformation Automotive Distribution
MAHMOOD RAZAK BAHMAN SABARINA LAILA MOHD HASHIM ABDUL JAMIL JOHARI
• Division Head, • Division Head, • Division Head,
Group Strategic Communications Company Secretarial & Legal Affairs Group Internal Audit
• Ex-officio, Group Management Committee • Ex-officio, Group Management Committee
KHAIRUL AZMAN MOHMAD RAZAK TERENCE SOO LOO HON KOK

Group Procurement Manufacturing & Engineering Properties
MIMI AISYAH CHYE ABDULLAH CHEAH CHEE KONG TENGKU ZAINUDIN TENGKU JAAFAR
Corporate Planning Group Risk Management & Sustainability Regulatory Management
PROFILE OF KEY SENIOR MANAGEMENT

OF PRINCIPAL SUBSIDIARIES
KHAIRUL Malaysian DR. LI Chinese

BIN KAMARUDIN CHUNRONG
President & Chief Executive Officer Chief Executive Officer

Male Male
Bank Muamalat Malaysia Berhad Perusahaan Otomobil Nasional Sdn. Bhd.

1 November 2019 1 October 2017

• Law Degree, Anglia Ruskin University, UK • Bachelor of Electrical Automation, Huazhong University
of Science and Technology, China
Past Experience • Master of Industrial Engineering and Management,
• Chief Executive Officer, Bank Islam Malaysia Berhad Huazhong University of Science and Technology, China
• Chief Executive Officer, BIMB Holdings Berhad • Master’s degree in Business Administration, Massachusetts
• Director, BIMB Investment Berhad Institute of Technology (“MIT”), USA
• Board Member of Majlis Agama Islam Wilayah Persekutuan • Ph.D. in Management Engineering, Huazhong University
• Board Member of Islamic Banking and of Science and Technology, China
Finance Institute Malaysia
• Pengurusan Danaharta Nasional Berhad Past Experience
• Assurance & Business Advisory Services, • Deputy Director, Dongfeng Motor Corporation
PricewaterhouseCoopers Malaysia • Executive Vice President, Dongfeng Yueda Kia Motors Co., Ltd.
• Chief Executive Officer and Chief Operation Officer,
Dongfeng Passenger Vehicle Company
• Executive Vice President, Dongfeng Honda Engine Company
ROSLAN Malaysian CHARLES British

BIN ABDULLAH BREWER
Deputy Chief Executive Officer Group Chief Executive Officer

Male Male
Perusahaan Otomobil Nasional Sdn. Bhd. Pos Malaysia Berhad

1 January 2022 1 August 2021

• Bachelor of Arts (B.A.), Accounting and Finance, University • Advanced Logistics Diploma, Cranfield University School
of Brighton, UK of Management, UK
• Advance Senior Executive Management Program, Henley
Past Experience Business School, UK
• Vice President, Sales & Marketing and Chief Executive Officer
Proton Edar Sdn. Bhd. Past Experience
• Vice President Sales & Marketing, Perusahaan Otomobil • Chief Operating Officer, Canada Post
Nasional Sdn. Bhd. and Chief Executive Officer, Proton Edar • Global Chief Executive Officer, DHL eCommerce,
Sdn. Bhd. Deutsche Post
• General Manager, Group Managing Director’s Office of • Chief Executive Officer, DHL Express, Sub-Saharan Africa
DRB-HICOM • Country Manager, DHL Express Asia Pacific, Philippines
• President & Chief Operating Officer, Honda Malaysia Sdn. Bhd. and Malaysia
• Chief Financial Officer, Motosikal dan Enjin Nasional Sdn. Bhd.
• General Manager of Finance & IT, Honda Malaysia Sdn. Bhd.
Declaration
• None of the Key Senior Management of the Principal Subsidiaries have any conflicts of interest or any family relationship with any Director and/or major
shareholders of the Company
• None of the Key Senior Management of the Principal Subsidiaries have been convicted for any offences within the past five years nor been
imposed of any public sanction or penalty by the relevant regulatory bodies during the financial year ended 31 December 2021
HARNESSING POTENTIAL
REQUIRES OVERCOMING
OBSTACLES
ACCOUNTABILITY
050 Corporate Governance
Overview Statement
070 Risk Management
078 Directors’ Statement on Risk
Management and Internal Control
084 Board Audit Committee Report
088 Additional Compliance Information
092 Statement of Directors’ Responsibility
CORPORATE GOVERNANCE OVERVIEW STATEMENT
The Board of Directors (“Board” or “BOD”) of DRB-HICOM Berhad (“DRB-HICOM” or “the Company”) views corporate governance
as an essential catalyst contributing towards achieving long-term shareholders’ value, for the benefit of all stakeholders. In order to
meet this objective, the Board continuously strives to refine the corporate governance practices and processes for DRB-HICOM and its
subsidiaries’ (collectively “the Group”), to meet the increasingly challenging operating environment. This is to ensure that the Group’s
competitive edge remains undiminished.
Corporate Governance Framework
DRB-HICOM firmly believes that the integrity and commitment of its Board and employees, supported by a comprehensive framework
of policies, guidelines and internal controls, have strengthened the Group’s sustainability, effectiveness and high-performance culture,
whilst continuously protecting the interests of all stakeholders.
CORPORATE GOVERNANCE FRAMEWORK

STAKEHOLDERS
Engagement
BOARD OF DIRECTORS
Board Oversight,
Engagement,
Delegated
Authority and
Accountability
BOARD NOMINATION AND BOARD RISK AND
Board Committees BOARD AUDIT COMMITTEE
REMUNERATION COMMITTEE SUSTAINABILITY COMMITTEE
(“BAC”)
(“BNRC”) (“BRSC”)
Engagement
GROUP MANAGING DIRECTOR (”GMD”)
Management
Committees
GROUP MANAGEMENT GROUP RISK MANAGEMENT GROUP SAFETY, HEALTH & Engagement,
COMMITTEE COMMITTEE ENVIRONMENT COUNCIL Reporting and
(“GMC”) (“GRMC”) (“SHE”) Accountability
RISK MANAGEMENT FRAMEWORK
DRB-HICOM’s Corporate Governance framework is directed towards achieving its business objectives in a manner which is responsible
MSWG’stransparency and accountability. In this regard, the Board is committed to ensure
and in accordance with high standards of honesty,
that DRB-HICOM’s Corporate Governance Malaysia
MMLR by Framework remains in compliance and is continuously enhanced, to incorporate the rules
Bursa ASEAN CG
and regulations, as well as principles and best practices outlined in the following:
Securities Scorecard
CG Guide
Bursa Securities : Bursa Malaysia Securities Berhad by Bursa
Companies MCCG 2021 Malaysia MSWG’s
CG
Act 2016 : Corporate Governance MMLR by Malaysia
Berhad
MMLR : Main Market Listing Requirements Bursa ASEAN CG
MCCG 2021 : Malaysian Code on Securities Scorecard
Corporate Governance 2021
CG Guide
MSWG : Minority Shareholders Watch Group
Companies by Bursa
MCCG 2021 Malaysia
Act 2016
Mandatory Requirements Best Practices Berhad
Mandatory Requirements Best Practices

Overall, DRB-HICOM has applied 38 Practices out of the 43 selection criteria for the new appointment with the view
recommended Practices and adopted 2 Step-Up Practices out to close any gap or strengthen the Board composition.
of the 5 Step-Up Practices, as recommended under the MCCG The BNRC shall review potential candidates and conduct
2021. engagement sessions with the shortlisted candidates
prior to recommending the suitable candidate with
Corporate Governance Overview Statement relevant skillsets, expertise and experience, to the Board,
for approval.
The Corporate Governance Overview Statement (“Statement”)
and Framework are to be read together with the Corporate BNRC’s access to a wide pool of candidates is derived
Governance Report of the Company, which is available on the from various sources, internally and externally, through
corporate website at www.drb-hicom.com. the recommendations by the current Board members
or Senior Management, professional associations and
This Statement seeks to provide investors with vital insights independent search firms.
into the corporate governance practices of the Company. In this
Statement, the Board reports on how the Group has adopted and The BNRC also evaluates candidates based on:
applied the statutory requirements, principles and best practices
as set out in the MMLR of Bursa Securities, Companies Act 2016, a) Age, gender, integrity, capabilities, characteristics,
MCCG 2021 and CG Guide. professionalism, extensive experience, knowledge
and such other factors which would contribute to the
PRINCIPLE A: BOARD LEADERSHIP AND Board’s collective skills and enhancement;
b) Permissible time commitments, if the candidate has
EFFECTIVENESS multiple board representations;
c) Composition requirements for the Board and Board
1. OUR LEADERS
Committees; and

d) Fulfilment of the criteria for an independent director
As at 31 December 2021, the Board comprised six Directors,
as defined by the MMLR, for the appointment of an
of whom four were Independent Non-Executive Directors
INED.
(“INEDs”), one Non-Independent Non-Executive Director
(“NINED”) and one Executive Director.
Since the last Annual General Meeting (“AGM”) held on
23 June 2021, there was no new appointment of Director
Based on the review of the Board composition conducted
on the Board of DRB-HICOM.
through the BNRC, the Board’s composition was revised
effective 1 March 2022, where Datuk Ooi Teik Huat (“Datuk
1.2 Directors’ Re-election and Re-appointment
Ooi”) has been re-designated from INED to NINED. Following

the said revision, the current Board comprises three INEDs,
The BNRC is responsible for recommending to the Board,
two NINEDs and one Executive Director. Hence, 50% of
Directors who are standing for re-election at the AGM
the Board members are independent directors, complying
pursuant to Article 77 of DRB-HICOM’s Constitution.
with Paragraph 15.02 of the MMLR of Bursa Securities. The
Board takes cognisance of the requirement of Practice 5.2 of
In conjunction with the annual Board Effectiveness
the MCCG 2021 in relation to the board composition with a
Assessment exercise, the BNRC considered the eligibility
majority of independent directors for Large Companies.
of the Directors standing for re-election at the 32nd
AGM via assessment of their performance, contribution
1.1 Board Appointment
and independence, taking into consideration among
others:

A transparent process is applied to the selection,
nomination and appointment of suitable candidates
a) The Directors’ level of contribution to the Board’s
to the Board. In considering new appointments to the
deliberations through their skills, experience and
Board, the Board through BNRC, takes into account
strength in qualities;
the experience and expertise required to advance the
b) That they had demonstrated objectivity in the Board’s
strategic direction of the Company. The BNRC is also
decision-making process;
responsible to review the existing composition of the
c) That they had provided valuable feedback through
Board, identify the gaps such as the size and diversity
sharing of knowledge and experience; and
in terms of gender, race/ethnicity and mix of skills/
d) That they have, at all times, acted in the best interests
experience. Based on its review, the BNRC determines the
of the Company.
On 7 April 2022, the Board approved the re-election The Board consists of Directors who are qualified experts
of Datuk Ooi and Datuk Idris Abdullah (“Datuk Idris”) in their respective fields and collectively, they bring
as recommended by the BNRC to be considered for varying perspectives, especially during deliberations,
re-election pursuant to Article 77 of DRB-HICOM’s enabling the Group to continue as a competitive
Constitution at its 32nd AGM and they have given their leader within the diverse industry segments, with
consent for re-election at the AGM. a strong reputation for technical and professional
competencies. This enables the Board to fulfil its
Based on the outcome of the BNRC’s review, both Datuk oversight responsibilities, provide clear and effective
Ooi and Datuk Idris had satisfactorily discharged their leadership in many aspects of the Group’s strategies and
duties during the assessment period, and contributed performances, as well as ensure that the highest
effectively to the Board’s deliberations with diligence standards of professionalism, conduct, transparency and
and commitment as Directors of the Company. integrity are maintained by the Group.
1.3 Board Diversity In regard to gender diversity, there is only one female
representative on the Board, i.e. approximately 17% of
The Board Diversity Policy sets out the approach for the total number of Directors. Nevertheless, the Board
achieving diversity within the Board of Directors of the believes that women directors could add value to Board
Company and its subsidiaries, in terms of age, gender and discussions, through their unique aspects, approaches
ethnicity, so that the necessary range of perspectives, and ideas to enable the Group to succeed. The Board will
experience and expertise could benefit the stewardship consider suitable female candidates for appointment to
and management of the DRB-HICOM Group. The the Board, based on merits and competencies, whenever
Board is committed to ensure that the Directors of the a vacancy arises.
Company possess a broad balance of skills, knowledge,
experience, background and independence, as the s at 1 March 2022, the Board’s diversity and
A
synergy of such diversity will contribute to the creation competencies metrics are illustrated in the diagrams
of an effective and dynamic Board. below:

Chinese
Executive
Director
1; 17%
Independent Others
Non-Executive
1; 17% Directors 1; 17%
COMPOSITION 3; 50% RACE

Non-Independent
Non-Executive 2; 33%
Directors
4; 66%
Malay
Female
<50
1; 17%
1; 17%
GENDER 50 - 55 1; 17% AGE

>60
4; 66%
5; 83%
Male
BOARD’S COMPETENCIES
6
Number of Directors
4 4 4
3 3
2 2 2 2 2 2 2
Industry Experience (i.e. Automotive/Properties/Services) Leadership (i.e. CEO/Executive Director/Managing Director/

Head of Department)
Strategic Planning
Economics
Navigate Merger and Acquisition
International/Cross-Border Transaction
Governance
Marketing & Consumer Products Awareness
Financial Reporting & Accounting
Information Technology
Funding Exercise/Corporate Funding
Government Sector
Legal
The profile of each Board member is as presented on pages 38 to 41 of this Annual Report 2021.
1.4 Board Independence 1.5 Tenure of Independent Director
The Board recognises the important contributions that The Board acknowledges Practice 5.3 of the MCCG 2021
INEDs had made towards good corporate governance. that the tenure of an Independent Director does not
All Directors, regardless of their independence status, are exceed a term limit of nine years. Upon completion of
required to act in the best interest of the Company and the nine years, an independent director may continue to
exercise unfettered and independent judgements. As at serve on the board as a non-independent director. If the
31 December 2021, all four INEDs satisfied the following board intends to retain an independent director beyond
criteria: nine years, it should provide justifications and seek
annual shareholders’ approval through a two-tier voting
a) independent from Management and free from any process.
business or other relationship which could interfere
with independent judgement or the ability to act in As at 31 December 2021, Datuk Ooi has served as an INED
the best interest of the Company. of the Company for a cumulative term of more than 12
years. Nevertheless, Datuk Ooi has been re-designated
b)
not involved in the day-to-day operations of the as NINED on 1 March 2022 to comply with the 12-year
Company other than when collective Board’s approval tenure limit on independent director to be imposed by
is required. This mitigates the risk of undue influence Bursa Securities effective 1 June 2023.
from third parties and allows INEDs to exercise fair
judgement. As of the date of this report, none of the INEDs has served
the Board for more than nine years.
c)
declare their interests or any possible conflict
of interest in any matter tabled prior to the
commencement of Board meetings. Directors are able
to ascertain their involvement in any proposal as the
papers are disseminated to them at least five business
days before each meeting. In a situation where there
is conflict of interest, Directors are required to recuse
themselves and abstain from deliberation to allow
unbiased and free discussion and decision making.
This also holds true for and applies to NINEDs.
1.6 Governing Sustainability 2.2 Roles of the Board
The Board holds ultimate responsibility for ensuring The Board not only sets the strategic direction but also
sustainability is embedded into the Company’s strategic oversees and ensures that the conduct of the various
direction and its daily operations. To achieve this, the businesses of the Group are following relevant applicable
Board continuously ensures that there is an effective laws, policies, standards and guidelines. Amongst
governance framework for sustainability within the others, the Board assumes the following key roles and
Group, including the development of the Group’s responsibilities, which are to be discharged in the best
sustainability and climate-related strategies taking interest of the Company and promote and protect the
into account the economic, environmental, social and interests of shareholders and other stakeholders of the
governance (“ESG”)considerations, priorities and targets Company:
to support the Group’s long-term business strategy and
success. • Establish and review the strategic direction of the
Company; and ensure that the strategic plan of the
The details in relation to the Group’s sustainability Company supports long-term value creation and
reporting for the financial year under review are set out in includes strategies on economic, environmental,
the Sustainability Report of the Company. social and governance considerations underpinning
sustainability;
2. DELEGATION OF AUTHORITY • Together with the Senior Management, promote
a good corporate governance culture within the
The Board is collectively responsible for delivering Company which reinforces ethical, prudent and
sustainable value through oversight of the management professional behaviour;
of the Group’s businesses. In addition, through its Board • Review, challenge and decide on the Management’s
Committees, the Board provides guidance and oversight to proposals for the Company, and monitor its
the Group on the management of risk and internal control, implementation;
as well as governance matters. In that regard, a framework of • Oversee and evaluate the conduct of the Group’s
delegated authority has been put in place, to ensure businesses;
that the right authority is associated with the right nature of • Ensure a sound framework for internal controls and
transaction, as well as the Board, Board Committees and risk management and review the adequacy of the
Senior Management’s functions within the powers given to internal control policy;
them. • Identify and understand the businesses’ principal
risks, recognise that business decisions involve taking
2.1 Board Charter appropriate risks and ensure that the risks are properly
managed;
In discharging the Board’s duties and responsibilities • Establish orderly succession plan for the Board and
effectively, the Board is guided by its Board Charter, a Senior Management;
document which sets out the principles and guidelines • Ensure the existence of procedures to enable effective
that are to be applied by the Board. It also encompasses communication with stakeholders; and
the functions reserved for the Board Committees and • Ensure the integrity of the Company’s financial and
those delegated to the Management within the relevant non-financial reporting.
authority limit, as well as the Directors’ Code of Ethics.
The Board Charter is reviewed, whenever necessary, to During the financial year ended 31 December 2021,
ensure it remains consistent with the Board’s objectives, the Board has approved the key matters reserved
Constitution of the Company, various policies, procedures to itself, such as business strategy including culture
and practices, as well as statutory and regulatory transformation, Annual Management Plan which has
requirements. The Board Charter was last revised on 24 been prepared against the backdrop of unprecedented
February 2021. challenging times, interim and annual financial
statements, investment and divestment activities and
The Board Charter and the Directors’ Code of Ethics re-organisation of funding arrangements, declaration
are available on the corporate website at of first and final dividend, related party transactions,
www.drb-hicom.com. significant business decisions such as repositioning
businesses for survival, cashflow and supply chain and
other relevant matters affecting the Group’s operations
and businesses.
In addition, on 1 November 2021, the Board approved the Success Beliefs to achieve Key Results i.e. Own It, Build Trust, One
Team, Drive Innovation, Move Fast and Delight Customers. The Success Beliefs will be promoted first at the holding company
level, and then disseminated through the subsidiaries, where each operating company and support function, will be engaged
to internalise the Culture transition across the Group.
As stewards of the Group, the Board upholds its fiduciary duties with due diligence, care and skill, taking into consideration the
ESG factors, for ensuring the resilience and sustainability of the Group, whilst safeguarding the interests and enhancing the
value of the Group and its stakeholders. The Sustainability blueprint embed our commitment, ecosystem and sustainability
pillars into our operations by tying business strategy and decision making to sustainability, including linking value creation to
sustainability goals and focus serious attention to ESG in general and the impact on climate change, the Group as a whole.
2.3 Separation of Chairman, Managing Director and Senior Independent Director
The Board practices a clear demarcation of duties and responsibilities between the Chairman and Group Managing Director
(“GMD”), to ensure that there is a balance of authority and power in the Company. The positions of the Chairman and GMD
are held by two different individuals, whilst the Senior Independent Director (“SID”) acts as a point of contact between the
Non Executive Directors (“NEDs”) and Chairman, as well as the designated contact, to whom shareholders’ concerns may be
raised.
To heighten the fact that the roles of the Chairman and GMD are distinct and separate, the Management Delegated Authority
(“MDA”) was established to provide for high level limits of authority to be delegated by the Board to the GMD, who may further
delegate such authority to the Senior Management of the Company. In essence, the MDA sets out to govern matters which
require the GMD’s approval at the operational level, so that day-to-day transactions and activities can be executed smoothly.
A short summary of their roles and division of responsibilities is set out below:
Chairman • Provide leadership to the Board so that the Board can perform its responsibilities
effectively;
Tan Sri Wan Zulkiflee Wan Ariffin,
• In consultation with the GMD and the Company Secretary, set the agenda for Board
an Independent NED, is primarily
meetings and ensure that all relevant issues are on the agenda;
responsible for the orderly conduct
• Lead the Board in setting the values and standards of the Company;
and function of the Board.
• Facilitate the effective contribution of NEDs and ensure that constructive relations, as
well as a relationship of trust, be maintained between the Executive Director and
NEDs;
• Lead the Board meetings and discussions as well as encourage active participation
and allow dissenting views to be freely expressed;
• Manage the interface between the Board and the Management;
• Ensure that appropriate steps are taken to provide effective communication with
shareholders and relevant stakeholders and that their views are communicated to the
Board as a whole;
• Lead the Board in establishing and monitoring good corporate governance practices in
the Company; and
• Arrange regular evaluation of the performance of the Board, its Committees and
individual Directors.
GMD • Develop the strategic direction of the Group (including short-and long-term business
plans) and ensure that the Group’s strategies and corporate policies are effectively
Dato’ Sri Syed Faisal Albar Syed
implemented;
A.R Albar is responsible for the
• Keep the Board fully informed of all important aspects of the Group’s operations and
overall operations of the businesses,
ensure that sufficient information is distributed to the Board members;
organisational effectiveness and
• Provide strong leadership i.e. effectively communicating a vision, management
the implementation of the Group’s
philosophy and business strategy to the employees;
strategies and policies and is assisted
• Ensure high performance and productivity of top management staff by creating a
by the Senior Management in
conducive environment for motivation, performance and professional development;
managing the business on a day-to-day
• Develop and maintain good relations with significant external agencies such as
basis, with whom he consults regularly.
regulatory bodies, government agencies, investing public and other trade associations
and institutions;
• Ensure that the day-to-day business affairs of the Group are effectively managed; and
• Ensure compliance with all relevant legislation and regulations, by reviewing policies
and monitoring compliances.
Senior Independent Director • Act as the main liaison between the INEDs and Chairman on matters that may be
deemed sensitive;
Dato’ Ibrahim Taib fulfils the criteria of
• Be available for confidential discussions with other NEDs, who may have concerns
an Independent Director pursuant to
which they believe have not been considered by the Board as a whole; and
the MMLR of Bursa Securities and was
• Act as an alternative communication channel for shareholders and other stakeholders
appointed as the SID on 1 March 2022.
to convey their concerns and raise issues, so that these can be channelled to the
relevant parties.
• All queries relating to the Group can be directed as follows:
Dato’ Ibrahim Taib

Senior Independent Director
DRB-HICOM Berhad
Level 5, Wisma DRB-HICOM
No. 2, Jalan Usahawan U1/8
Seksyen U1, 40150 Shah Alam
Selangor Darul Ehsan
2.4 Board Committees

BNRC carries out its duties and responsibilities in
accordance with its TOR. During the financial year ended
Presently, the Board is supported by three Board 31 December 2021, three BNRC meetings were held and
Committees, i.e. BNRC, BAC and BRSC, with delegated the main activities undertaken by the BNRC, amongst
responsibilities to oversee the Group’s affairs and are others, were as follows:
authorised to act on behalf of the Board in accordance
with their respective Terms of Reference (“TOR”). a) Considered and recommended the Directors who
were eligible for re-election at the 31st AGM.
Each Board Committee will review and, if thought fit, b) Reviewed the structure, size, balance and composition
report and make recommendation(s) to the Board of the Board and its Committees.
during Board meetings on matters relevant to their roles c) Conducted the annual assessment and the
and responsibilities. Irrespectively, the Board retains effectiveness of the Board and Board Committees, as
collective oversight over the Board Committees at all well as the contribution of each Director.
times, by reviewing their functions and TOR against the d) Reviewed the training programmes attended by
provisions of the MCCG 2021 and other related policies or the Directors to ensure that all Directors received
regulatory requirements, from time to time. appropriate continuous training.
e) Reviewed the Corporate Key Performance Indicators
The details of the TOR of each Board Committee for the Company for 2021 and 2022.
are available on the corporate website at f) Reviewed the Succession Planning and talent
www.drb-hicom.com. management of the Company.
g) Reviewed and recommended the payment of annual The role of the Group Company Secretary is specified
performance bonus for the financial year ended 31 clearly in the Board Charter. The profile of the Group
December 2020 and annual increment for Year 2021 Company Secretary is also presented on page 43 of this
to all eligible personnel of HICOM Holdings Berhad and Annual Report 2021.
DRB-HICOM.
h) Reviewed and recommended the remuneration of the 3. BOARD EFFECTIVENESS
Non-Executive Chairman of the Company.
i) Reviewed and recommended the appointment and/or An effective Board is crucial to the long-term prospects and
change of nominee directors of the main subsidiaries strategic aims of the Company. This is achieved through
of the Company. strong and open working relationships between the Directors.
j) Reviewed and recommended the revised TOR of
BNRC. 3.1 Board Effectiveness Assessment (“BEA”)
Board Strategy Session The BEA is conducted annually, under the purview of the
BNRC to assess the effectiveness of the Board as a whole
The Board Strategic Retreat with the external consultants and the various Board Committees, the contribution of
was held from 4 to 6 August 2021 to deliberate on each individual Director and the independence of the
the key business strategies such as the state of the Independent Directors.
world - Post COVID-19, digital disruption in the banking
sector, transformation, evolution and innovation in During the year, the BEA was conducted internally by the
the automotive sector, culture transformation/digital Corporate Secretarial Department based on a detailed
roadmap/talent roadmap and portfolio turnaround and questionnaire adopting the latest corporate governance
the desired portfolio for the Group. framework and best practices. The confidentiality of
the candid assessment and the feedback was essential
2.5 A Qualified and Competent Group Company Secretary to ensure that the BEA was successfully carried out.
Thereafter, the information is collated and presented to

The Board is supported by a suitably qualified the BNRC, for consideration.
and competent Group Company Secretary, who is
responsible for ensuring that the Board is aware and kept Pursuant to the BNRC’s recent annual review and
updated on relevant laws, regulations, listing and policy assessment, it is satisfied that the size and composition
requirements governing the Company and its businesses. of the Board and Board Committees are appropriate and
This is important to ensure that the said laws, regulations, well balanced, fairly reflecting the interests of major
listing requirements and policies are complied with. In and minority shareholders of the Company. The BNRC is
that regard, the Group Company Secretary constantly also satisfied that all members of the Board are suitably
keeps abreast of the evolving regulatory changes qualified in view of their respective competencies,
and developments in corporate governance through characters, qualifications and experience, which
continuous training. provide the Board with a good mix of governmental
and industry-specific knowledge, enabling the Board,
In addition, the Group Company Secretary ensures that collectively, to have a vast business sense. The Directors’
all members of the Board, whether as a whole or in their broad knowledge encompasses business, corporate
individual capacity, have adequate resources to fulfil and entrepreneurial sectors, legal, finance, accounting
their fiduciary duties, and plays a key role in managing the and economics. The overall performance of the Board
Directors’ access to information, knowledge and training. and Board Committees for the financial year ended 31
The Group Company Secretary, being an advocate December 2021 was rated satisfactory, which reflects
of adoption of corporate governance best practices, that the Board members had been effective in their
monitors corporate governance developments and overall discharge of duties and responsibilities.
assists the Board in applying governance practices to
meet the Board’s needs and stakeholders’ expectations. With the view to raise the bar on the Board’s governance
practices and overall effectiveness, the Board members’
By attending all Board and Board Committee meetings, comments/feedback were considered and a Framework
the Group Company Secretary ensures that discussions of Key Actions was formulated, for Management’s
and deliberations are well documented, and focus areas, to enable continuous improvement and
subsequently, communicates key decisions and policies enhancement.
to the Senior Management for appropriate actions.
The Group Company Secretary is also the focal point
for shareholders’ communication and engagement on
corporate governance issues.
3.2 Supply of Proficient and Relevant Information All proceedings of the Board and Board Committees
meetings are duly minuted and circulated to the
In the discharge of their duties, all Directors have direct respective members for verification, in a timely manner.
access to the Senior Management, as well as unrestricted Subsequently, the Minutes are tabled at the following
and immediate access to information relating to the meeting, to ascertain that all deliberations have been
Company’s business affairs, to make well-informed recorded accurately and thereafter, the minutes are
decisions. confirmed for the signature of the Chairmen.
Prior to the Board and Board Committee meetings, Through regular Board meetings, the Board receives
a formal and structured agenda along with a set of updates on new statutory and regulatory requirements
the Board and Board Committee papers containing relating to the duties and responsibilities of the Directors
information relevant to the matters to be deliberated and its impacts and implication to the Company and
at the meeting are forwarded to all Directors, at least themselves. The Directors are also notified of any
five business days before the relevant Board and Board corporate announcement(s) released to Bursa Securities
Committee meetings. This is to enable the Directors to and the impending restrictions on dealing with securities
have sufficient time to review, consider and if necessary, of the Company, prior to the announcement of the
obtain further information or research on the matters to quarterly financial results.
be deliberated, in order to facilitate robust discussions
during the relevant meetings. The Board and Board The Directors may seek independent professional advice
Committee papers may contain the Company’s financial at the Company’s expense in furtherance of their duties.
performance, business outlook and various Board
Committees’ reports. 3.3 Succession Planning
Access to Board papers is carried out on-line through a The Board through the BNRC has oversight of the
collaborative software which allows the Directors to succession planning for the Board, Board Committees
securely access, read and review the Board documents and Senior Management. Under its TOR, BNRC is to
and collaborate with other Directors and the Group ensure that all candidates appointed to these positions
Company Secretary electronically at any time. are of sufficient calibre and competence. In this
respect, the factors considered by the BNRC include the

Any proposals and recommendations by the candidates’ profiles, achievements, personalities and
Management will be discussed at GMC meetings and suitability for the respective position.
the GMC’s recommendations will be put forth, either
to the relevant Board Committees, for deliberation and The BNRC is also responsible to ensure an appropriate
endorsement, or directly to the Board, for approval. framework and plan for the Board and the Management’s
In regards to proposals tabled at Board Committees, succession in the Group. The Board acknowledges that in
the Chairmen of the respective Board Committees will a competitive global environment where securing talents
brief the Board, to obtain the relevant approval. The is a challenge, more attention is needed in managing
GMD and the Management will lead the presentation the human capital development. In discharging its
of the Board and Board Committee papers and provide responsibility on succession planning, the BNRC receives
comprehensive explanations on strategy and business succession management updates from the Group Human
plans, business performance and other pertinent issues. Capital Division in accordance with the succession
All matters raised, declarations made by interested management framework.
Directors, deliberations, decisions, and conclusions
including dissenting views made at the Board or Board
Committee meetings, with clear actions to be taken
by responsible parties, are recorded in the minutes. All
interested parties must also abstain from participating
during the deliberation and Board’s decision on the
matter.
3.4 On-boarding and Continuing Development Programme
All new Directors appointed to the Board receive a Board Pack containing the details of the Board and the Directors’ functions
and responsibilities, and a comprehensive on-boarding programme will be conducted by the Senior Management covering
key areas of the businesses, including among others the Company’s strategies, business segments and operations, corporate
governance framework within the Group and key risks of the Company. In addition, the on-boarding includes site visits to
enhance their understanding of the Group’s business operations. New Directors are also updated on the ongoing and potential
projects undertaken by the Group. The on-boarding programme helps the new Directors to familiarise themselves with the
Group’s businesses.
In line with Paragraph 15.08 of the MMLR, the Directors recognise the importance and value of attending conferences, trainings
and seminars, to keep themselves abreast of the development and changes in the diverse industries the Group operates in, as
well as being updated on the new statutory and regulatory requirements.
During the financial year under review, the Directors participated in conferences, seminars and trainings that covered areas
of corporate governance, finance, global business developments and relevant industry updates, details of which are set out
below:
No. Director Training Programme
1. Tan Sri Wan Zulkiflee • Webinar on Board Dynamics

Wan Ariffin • Collaboration in the Boardroom: Behavioural and Relationships
• A Boardroom Simulation Live - Corporate Strategy Beyond the Crisis
• Navigating Perform Transform: View from The Top
• Future of Automotive and Implications to DRB-HICOM
• FCD Module B: Stakeholder Primacy In A Post-COVID Era
• Bank Muamalat Malaysia Berhad - Islamic Banking seminar
• Ask An Expert Webinar - Board Composition & Dynamics
• Trends And Consideration For Compensation Matters
• Lecture Series on State of the World - Post-COVID Economic Brief; Digital
disruption in the banking sector; and Transformation, evolution and innovation in
the automotive sector
• ASEAN Board Trends Survey 2022: What Keeps You Awake At Night? 
2. Dato’ Sri Syed Faisal Albar • Navigating Perform Transform: View from The Top
• FCD Module B: Stakeholder Primacy In A Post-COVID Era
3. Dato’ Ibrahim Taib • FCD Module E: Digital Disruption: Predator or Prey

• Cybersecurity Oversight in the Boardroom
• Briefing Session On Section 17A with Malaysian Anti-Corruption Commission
No. Director Training Programme
4. Datuk Ooi Teik Huat • Navigating Perform Transform: View from The Top
• ERP – Cybersecurity Oversight in the Boardroom
• The Malaysian Code on Corporate Governance - Updated 28 April 2021
• Lecture Series on State of the World – Post-COVID Economic Brief; Digital
• Anti-Bribery & Anti Corruption: Understanding Section 17A of the Corporate
Liability Provision & Establishing Adequate Procedures
5. Datuk Idris Abdullah • A Boardroom Simulation Live - Corporate Strategy Beyond the Crisis
• Cybersecurity Oversight in the Boardroom
• Cloud Computing Basics (Cloud 101)
6. Sharifah Sofia Syed • PowerX: Building the Mindsets of Tomorrow

Mokhtar Shah • Accelerated Digital Transformation of Legacy Companies
• Bank Muamalat Malaysia Berhad – Islamic Banking seminar
• Khazanah Megatrends Forum 2021: The Invention of Tomorrow
• Reimagine Leadership and Governance, Not Capitalism
• Creating a Three Zero World – Role of the Universities
3.5 Board and Board Committees Meetings and Attendance
At all meetings, the Board practices a strong culture of open debate and raises challenging questions. Matters deliberated
at the Board meetings include amongst others, strategies, business plans and budget, financial and business performance
reports, the impact of COVID-19 outbreak on the Group’s businesses and cashflow to ensure that the Group companies are
sustainable, investment decisions, corporate risks reports, changes to the organisation structure within the Group, policies,
limits of authority and corporate governance. The respective Chairmen of BNRC, BAC and BRSC also update the Board on
the proceedings of their respective Committee meetings. Relevant Senior Management attends Board meetings by invitation
and reports to the Board on matters pertinent to their respective areas of responsibility, to present new proposals or brief on
actions implemented pursuant to recommendations made by the Board. The Minutes of each Board and Board Committee
meeting, which have been duly signed as correct records thereat, are prima facie evidence of such proceedings and are properly
maintained by the Group Company Secretary.
As a result of the COVID-19 pandemic, the Board and Senior Management had to embrace the new norm. During the Movement
Control Order (“MCO”)/Enhanced MCO, no physical meetings were held and all meetings were conducted on-line via video
conferencing. The meetings were also paperless as the Meeting Papers were uploaded into the tablets for the Directors and
circulated to the Senior Management through email.
The Directors’ commitment in carrying out their duties and responsibilities is reflected by their attendance at the Board and
Board Committee meetings, which are above the minimum attendance requirement of at least 50% of the Board meetings
pursuant to the MMLR of Bursa Securities. The summary of the Board and Board Committees’ membership, number of
meetings and attendance during the financial year ended 31 December 2021 are as follows:
Board
Directors Attendance
Tan Sri Wan Zulkiflee Wan Ariffin (Chairman) 7/7
Dato’ Sri Syed Faisal Albar Syed A.R Albar 7/7
Dato’ Ibrahim Taib 7/7
Datuk Ooi Teik Huat 7/7
Datuk Idris Abdullah @ Das Murthy 7/7
Sharifah Sofia Syed Mokhtar Shah 7/7
Board Committees
Board Audit Committee (“BAC”)
Members Attendance Key Functions

BAC shall review and ensure that the process of assessing risk, control
Datuk Ooi Teik Huat (Chairman) 5/5 and governance, including operational and financial controls, business
ethics and compliance, are properly managed and monitored.
Dato’ Ibrahim Taib 5/5 Composition

The BAC shall comprise not fewer than three members, exclusively of
Non-Executive Directors, a majority of whom must be Independent
Datuk Idris Abdullah @ Das Murthy 5/5 Directors.
Note: Datuk Ooi has been re-designated as a member of BAC and Dato’ Ibrahim has been appointed as the Chairman of BAC effective 1 March 2022
Board Nomination and Remuneration Committee (“BNRC”)
Members Attendance
Key Functions
Tan Sri Wan Zulkiflee Wan Ariffin 3/3 BNRC shall review annually and recommend to the Board with regard
(Chairman) to the structure, size, balance and composition of the Board and its
Committees, including the required mix of skills and experience and
Datuk Ooi Teik Huat 3/3 core competencies of Non-Executive Directors.
Composition
BNRC shall comprise not less than three members, exclusively of
Datuk Idris Abdullah @ Das Murthy 3/3
Directors.
Board Risk and Sustainability Committee (“BRSC”)
Members Attendance Key Functions

Datuk Idris Abdullah @ Das Murthy 4/4 BRSC shall formulate effective proactive policies to eliminate or
(Chairman) minimise corporate and operational risks of the Group.
Datuk Ooi Teik Huat 4/4 Composition

BRSC shall comprise not less than three members, exclusively of
Dato’ Ibrahim Taib 4/4 Directors.
3.6 Integrity and Ethics b)

Whistleblowing Policy
The Company is committed in upholding high ethical and

The DRB-HICOM Group’s Whistleblowing Policy
procedural standards that are aligned with the values outlines the Company’s commitment to ensure that
and objectives of the Company. To this end, the Company anyone is able to raise concerns regarding any illegal
has in place internal policies, standards, guidelines, conduct or malpractice without being subjected to
procedures and codes in support of the Company’s victimization, harassment or discriminatory treatment,
Corporate Governance Framework. and have such concerns properly investigated. The
policy provides an additional avenue to disclose
Group Policies alleged Improper Conduct in a responsible manner
without compromising confidentiality and which is
a) Code of Ethics and Business Practice consistent with the Whistleblower Protection Act
2010 and Personal Data Protection Act 2010. However,
DRB-HICOM is committed to maintaining the highest it does not absolve employees and stakeholders
standards of conduct at the workplace and in from their statutory obligations contained in any act
business engagements. The Code of Ethics and and/or regulation to report criminal offences and/or
Business Practice (“CEBP”) of the Company serves breaches of laws to relevant enforcement agencies.
as a formal commitment to ensure that employees
act in a professional manner at all times and conduct
The Whistleblowing Policy is available on the
businesses in a transparent, appropriate and fair corporate website at www.drb-hicom.com.
manner. There are eight underlying principles that
employees must observe which are Honesty, Integrity, c) Anti-Bribery and Anti-Corruption Policy
Leadership, Professionalism, Loyalty, Responsibility,
Trustworthiness and Personal Conduct.
The Company’s Anti-Bribery and Anti-Corruption
Policy (“the Policy”) was established on 28 August

Further details on the CEBP are available on 2020. DRB-HICOM has a zero-tolerance policy
the Company’s corporate website at towards any form of bribery and corruption by its
www.drb-hicom.com.
employees or any person or companies acting Following the adoption of the Company’s Policy,
for or on behalf of the Group. The Policy reflects DRB-HICOM has promoted a culture of integrity
DRB-HICOM’s commitment to fight any corrupt and to ensure the right level of communication on
unethical practices, while conducting business in the anti-corruption to internal and external parties. In
jurisdictions where DRB-HICOM operates, by: addition, the employees of the Company signed
the Corruption-Free Pledge under the Malaysian Anti
• providing, practicing and maintaining a working Corruption Commission (“MACC”) Act 2009 and
environment free from bribery and corrupt MACC Amendment Act 2018.
practices for all employees and stakeholders;
• complying with all anti-bribery and anti-corruption The Policy Statement can be viewed on the corporate
related laws, acts, rules and regulations, website at www.drb-hicom.com.
procedures and other instructions;
• providing an avenue and encouraging all employees d)
Corporate Integrity
and stakeholders to report on bribery and corrupt
practices as stipulated in the Whistleblowing The MACC Act 2009 has been amended to include
Policy; and a corporate liability provision that imposes liability on
• imposing appropriate actions to be taken on a commercial organisation for corruption committed
any party proven to be guilty of being involved in by persons associated with the organisation to obtain
bribery and corrupt practices. a business advantage. The Company has taken
proactive actions to ensure that it has adequate
The Board and Senior Management are committed procedures in place designed to prevent associated
to implement and enforce effective and robust persons from undertaking conduct that would be in
policies and procedures to prevent, monitor and breach of Section 17A of the MACC Act 2009.
eliminate bribery and any other corrupt conduct. An
Integrity Committee has been established with the Some of the other key internal policies, standards,
responsibility to oversee the implementation of the guidelines, procedures and codes are outlined below:
Policy, with direct access to the Board and Senior
Management on issues concerning bribery and
corruption.
DRB-HICOM Group Procurement Sets out the rules on how procurement activities and processes shall be carried out within
Policy & Procedures and Vendor the Group, in a manner that is transparent and fair whilst achieving the desired quality at
Management Procedure the most economical terms.
Gift and Business Courtesy Policy Provides a set of guidelines on procedures and processes relating to the acceptance and
provision of gifts and/or business courtesies to and from the other parties. It is applicable
to all employees to govern their conduct with regards to the acceptance and provision of
gifts.
Donation, Sponsorship and Corporate Outlines the priorities and the guide in processing and evaluating any Sponsorship,
Responsibility (“CR”) Policy Donation and CR proposals/activities. It states clearly that DRB-HICOM only considers
genuine requests and would not give any consideration to an organisation/company that
is in legal or financial conflict or which connects the organisation/company to any political
party or group. Moreover, it is a guide to support proposals/activities that are aligned to
Economic, Environmental and Social Pillars.
Corporate Disclosure Policy Endorses prompt and timely dissemination of accurate and relevant information
concerning DRB-HICOM and the Group to shareholders, investors and other stakeholders,
to enable them to make an informed decision. It outlines the central policy and procedures
on disclosure of material information, in accordance with the MMLR of Bursa Securities
and any other regulatory requirements, and practices in communicating with investors,
shareholders, media and regulators.
It is available on the corporate website at www.drb-hicom.com.

4. REMUNERATION

The Board has in place a Directors’ Remuneration Framework and a robust structure on Senior Management’s remuneration,
which serve to attract, retain and motivate the Directors and Senior Management of the right calibre and integrity to manage
the Group successfully. In addition, the Company has consolidated the policies and guidelines, which it adheres to, in formulating
adequate remunerations for the Directors and Senior Management, which has then been further translated into a remuneration
framework/structure.
The BNRC is responsible for reviewing and recommending to the Board, the remuneration framework for the Directors and
Senior Management of the Company. The BNRC aims to ensure that the Directors and Senior Management’s remunerations
remain appropriate, transparent and competitive, in aligning with the prevalent market practices, as well as linking it to the
Company’s performance and the shareholders’ value creation. The GMD’s remuneration is structured to link top executive rewards
to the achievement of his Key Performance Indicators as well as the performance of the Group.
The BNRC reviews the performance of the GMD annually and submits their views and recommendations to the Board on
adjustments in remuneration and/or rewards to reflect the GMD’s contribution towards the Group’s achievements for the year.
The GMD recuses himself from deliberation and voting on his remuneration and/or rewards at Board meetings.
4.1 Directors’ Remuneration Framework

The Board has established a Directors’ Remuneration Framework for NEDs, as approved by the Shareholders, comprising an
annual fee for services on the Board and Board Committees as well as the monthly and meeting allowances, which are
deemed as benefits. The remuneration level for NEDs reflects their responsibility and positions on the Board and
Board Committees, attendance and any special skills or expertise that they bring to the Board.
In April 2021, the BNRC recommended to the Board that the Directors’ benefits payable to the Non-Executive Chairman (“NEC”)
be revised by incorporating a monthly fixed allowance. Thereafter, the Board obtained the shareholders’ approval at the 31st
AGM held on 23 June 2021 for the inclusion of the monthly fixed allowance for Chairman, into the Directors’ Remuneration
Framework as shown below:
Directors’ Remuneration (RM)

Description
Chairman Member
Board 300,000 180,000
Fees BAC 60,000 40,000
(per annum) BRSC 30,000 20,000
BNRC 10,000 8,000
Board 2,000 2,000
Meeting Allowance
BAC 2,000 2,000
(per meeting)
BNRC & BRSC 2,000 2,000
Monthly Fixed Allowance 70,000 per month N/A
Shareholders’ approval will be sought at the 32nd AGM for the payment of Directors’ fees and benefits payable to NEC and NEDs,
which remained unchanged, according to Section 230(1) of the Companies Act 2016.
Based on the framework set out above, details of the total remuneration of Directors of the Company for the financial year ended
31 December 2021 are summarised below:
Directors’ other
Directors’ fees Benefits in kind 2 Total
emoluments 1
Salary, DRBH Subs DRBH Subs DRBH Subs
Name Bonus (A) (B) (C) (D) (E) (F)
and other
emoluments
RM RM RM RM RM RM RM RM
Non-Executive Directors
Tan Sri Wan Zulkiflee

0 310,000 01 458,333 35,200 0 803,533
Wan Ariffin
Dato’ Ibrahim Taib 0 240,000 120,000 3 34,000 89,000 3 0 0 483,000
Datuk Ooi Teik Huat 0 268,000 01 40,000 01 0 0 308,000
Datuk Idris Abdullah

0 258,000 106,000 4 40,000 44,500 4 0 0 448,500
@ Das Murthy
Sharifah Sofia Syed

0 180,000 86,000 5 14,000 20,000 5 0 300,000
Mokhtar Shah
Total 0 1,256,000 312,000 1 586,333 153,500 1 35,200 0 2,343,033
Executive Director
Dato’ Sri Syed Faisal

3,970,907 0 01 0 01 0 13,700 3,984,607
Albar Syed A.R Albar6
Grand Total 3,970,907 1,256,000 312,000 1 586,333 153,500 1 35,200 13,700 6,327,640
Notes:
1. Directors’ other emoluments mainly comprised meeting allowance
2. Benefits in kind comprised car/driver/petrol for Tan Sri Wan Zulkiflee Wan Ariffin and Dato’ Sri Syed Faisal Albar Syed A.R. Albar
3. Directors’ fees and meeting allowance paid by Bank Muamalat Malaysia Berhad, a 70% owned subsidiary of the Company, in respect of the services rendered by
Dato’ Ibrahim Taib
4. Directors’ fees and meeting allowance paid by Pos Malaysia Berhad, a 53.50% owned subsidiary of the Company, in respect of the services rendered by
Datuk Idris Abdullah @ Das Murthy
5. Directors’ fees and meeting allowance paid by Pos Malaysia Berhad, a 53.50% owned subsidiary of the Company, in respect of the services rendered by
Sharifah Sofia Syed Mokhtar Shah
6. Being the Group Managing Director of the Company, and included bonus payment for the previous financial year
PRINCIPLE B: EFFECTIVE AUDIT AND RISK 2. RISK MANAGEMENT AND INTERNAL CONTROL
FRAMEWORK
MANAGEMENT
The Board acknowledges the importance of an effective
1. BOARD AUDIT COMMITTEE
system of internal control in safeguarding the shareholders’
investments, the Group’s assets and other stakeholders’
The composition of the BAC is in line with Practice 9.1 of
interests, as well as ensuring compliance with applicable
the MCCG 2021, which requires that the position of the BAC
laws and regulations.
Chairman and the Board Chairman be held by different
Independent Directors of the Company.
In relation thereto, the BAC plays a crucial role by monitoring
the Group’s management of financial risk processes and
During the financial year ended 31 December 2021, the BAC of
internal control system, including internal controls over
the Company comprised three members who are INEDs. The
financial reporting on behalf of the Board. The BAC evaluates
BAC was chaired by Datuk Ooi and the members are Dato’
the overall adequacy and effectiveness of the system of
Ibrahim Taib and Datuk Idris. The BAC has discharged their
internal controls and its administration.
functions, duties and responsibilities well in accordance with
the TOR and efficiently assisted the Board in making informed
In addition, the Group has in place an Enterprise Risk
decisions on matters relating to the quarterly results, year-
Management framework which is based on the ISO
end financial statements, assessment of external auditors
31000:2009 – Risk Management Principles and Guidelines.
and internal audit function.
The ISO 31000 was codified by the International
Organisation for Standardisation; which provides the
Effective 1 March 2022, Dato’ Ibrahim Taib has been
principles and generic guidelines on risk management.
appointed as the Chairman of BAC and Datuk Ooi has been
The Risk Management Policy is subject to periodic review,
re-designated as a member of BAC. With the said revision,
revision, validation and approval to ensure that it is
the BAC currently comprises of three members, with a
sufficiently capable to respond to changes in the risk profiles
majority of INEDs.
and remains aligned with the Groups’ business strategy.
None of the BAC members were former audit partners who

The Board has delegated to the BRSC the responsibility of
are required to observe a cooling-off period of at least three
overseeing the effectiveness, adequacy and integrity of
years before being appointed in accordance with the TOR of
the risk management framework and policies of the Group
the BAC.
and ensuring that significant risks faced by the Group are
being managed appropriately to respond to changes in the
The Company encourages all members of the BAC to
business environment. Similarly, the BRSC ensures that
undertake continuous professional development to keep
adequate risk management procedures and measurement
themselves abreast of relevant developments in the
methodologies are in place within the Group, so that the
accounting and auditing standards, practices and rules.
Board can formulate proactive and effective policies to
eliminate or minimise corporate and operational risks of
The annual assessment on the suitability, objectivity and
the Group. In addition, BRSC is also responsible for
independence of the external auditors, Ernst & Young PLT
overseeing business continuity management of the Group.
(“EY”), is undertaken by the BAC, in accordance to the
factors prescribed by Paragraph 15.21 of the MMLR and the
For the financial year under review, the Board is of the opinion
External Auditor Policy & Procedure approved by the Board
that the system of internal controls and risk management
in May 2018.
processes are adequate and appropriate. The Board also
addresses the impact of key risks on the business operations
A complete Board Audit Committee Report enumerating
of the Company. There was no major weakness identified
its composition, attendance and activities for the financial
within the internal controls and risk management processes
year ended 31 December 2021 is set out on pages 84 to 87 of
that could result in any material loss or uncertainty, which
this Annual Report 2021.
would require disclosure.
The details of the Company’s internal control system and

framework are set out in the Directors’ Statement on Risk
Management and Internal Control and Risk Management, as
set out on pages 78 to 83 and pages 70 to 77 respectively,
of this Annual Report 2021.
3. COMPLIANCE WITH APPLICABLE FINANCIAL The Company proposes to seek its shareholders’ approval
REPORTING STANDARDS on the renewal of shareholders’ mandate for the Group
to enter into RRPTs of a revenue or trading nature with related
The Board ensures that shareholders are presented with a parties (“Proposed Shareholders’ Mandate”) at the
clear, balanced and meaningful assessment of the Company’s forthcoming 32nd Annual General Meeting
Company’s financial performance and prospects through (“AGM”). The details of the Proposed Shareholders’ Mandate
the audited financial statements, annual report and quarterly are disclosed in the Circular to Shareholders dated 29 April
announcement of results. 2022, and if approved, would be valid until the Company’s
next AGM.
In that regard, the BAC assists the Board to oversee the
Company’s financial reporting processes and the quality of its 5. INDEPENDENCE OF EXTERNAL AUDITORS
financial reporting by reviewing the information to be
disclosed, to ensure completeness, accuracy and adequacy The re-appointment of EY as the external auditors of the
in the presence of the external and internal auditors, prior Company for the financial year ended 31 December 2021 until
to recommending the same for the Board’s approval. This the conclusion of the Company’s next AGM was approved by
is to ensure that the financial statements are drawn up in the shareholders of the Company during the 31st AGM held
accordance with the provisions of the Companies Act 2016, on 23 June 2021.
Malaysian Financial Reporting Standards and International
Financial Reporting Standards. The Board, via the BAC, maintains a formal and transparent
professional relationship with the Group’s auditors, internal
The Statement of Directors’ Responsibility in respect of the and external.
preparation of the Financial Statements of the Group is set
out on page 92 of this Annual Report 2021. The details of During the financial year under review, EY had attended all
the Group’s audited Financial Statements for the financial five BAC Meetings to discuss their audit plan, audit findings
year ended 2021 are presented on pages 146 to 360 of the and the audited financial statements. EY highlights to the
Annual Report 2021. Board through the BAC, matters that require the BAC’s or
Board’s attention, together with the recommended actions
4. RELATED PARTY TRANSACTIONS thereof. The Management of the Company is held responsible
for ensuring that all these corrective actions are undertaken
The Board, through the BAC, reviews all related party within an appropriate time frame.
transactions. The Directors further accede that by declaring
their conflict of interests in any transactions, they are to The BAC met with EY, without the presence of the GMD and
abstain from deliberation and voting on the relevant Senior Management, twice (7 April 2021 and 15 November
resolutions at the Board or any general meeting convened to 2021) during the financial year under review, to encourage
consider the matter. greater exchange of independent views and opinions on
matters related to their findings, as well as open dialogues
There are procedures established by the Company to ensure between both parties.
that all related party transactions are undertaken at an arm’s
length basis and on normal commercial terms, consistent If it becomes necessary to replace the external auditors
with the Company’s usual business practices and policies, due to reasons of their performance or independence, the
which are generally not more favourable than those generally responsibility for the selection, appointment and removal
available to the public and are not detrimental to the minority of the external auditors has been delegated to the BAC. The
shareholders. BAC shall thereafter recommend its proposal to the Board
for approval.
The Related Party Transactions Policy and Procedure
outlines the framework and processes for identifying,
monitoring, evaluating, reporting and approving of the
Related Party Transactions (“RPTs”) and Recurrent Related
Party Transactions (“RRPTs”). In particular, it serves as a
guide to the BAC and Board in discharging their roles, which is
to provide oversight of RPTs and RRPTs within the Group.
PRINCIPLE C: INTEGRITY IN CORPORATE 2. ANNUAL GENERAL MEETING (“AGM”)
REPORTING AND MEANINGFUL RELATIONSHIP The AGM is the principal forum of open dialogue with
WITH STAKEHOLDERS shareholders. The notice and agenda of the 31st AGM
together with Forms of Proxy are given to shareholders not
1. EFFECTIVE COMMUNICATION WITH STAKEHOLDERS less than 28 days before the AGM, which give the
shareholders sufficient time to prepare themselves to attend
The Board values the Company’s dialogue with investors the AGM or to appoint proxies to attend and vote on their
and appreciates the keen interests of shareholders and behalf. Each item of ordinary business included in the notice
investors in the Group’s performance. The Board recognises of the AGM will be accompanied by an explanatory statement
the need for shareholders to be informed of all material on the effects of the proposed resolution. The Notice
business matters affecting the Group. and Agenda of the 31st AGM were published in a local English
newspaper and made available on the corporate website.
In line with the Company’s Corporate Disclosure Policy, The Notice and Agenda are always accompanied by
the Company is fully committed to maintain transparency explanatory notes and a statement, explaining the rationale
and accountability to all its shareholders and stakeholders, of each agenda item. Additionally, an Administrative Guide
through consistent disclosures of relevant and was issued and published on the corporate website, to guide
comprehensive information, on a timely manner to all the shareholders on the registration and login processes of
investors, including the minority shareholders. This is to the virtual AGM.
ensure that all the Company’s shareholders are treated
equitably and the rights of all investors, including minority In view of the COVID-19 pandemic and as part of the safety
shareholders, are protected. It is also to maintain open measures, DRB-HICOM’s 31st AGM held on 23 June 2021
communication with the investors, shareholders, regulators, was conducted on a fully virtual basis using Online Meeting
employees and other stakeholders. Platform of Lumi AGM via https://web.lumiagm.com
provided by Boardroom Share Registrars Sdn. Bhd. at 11th
The Company communicates with its shareholders and Floor, Menara Symphony No. 5, Jalan Prof. Khoo Kay Kim,
stakeholders, regularly, through the release of its financial Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan and
results on a quarterly basis, press releases and on-line voting using Remote Participation and Electronic
announcements to Bursa Securities, from which an overview Voting (“RPEV”) facilities in the manner as prescribed by
of the Group’s performance and operations is provided Securities Commission Malaysia’s Guidance on the Conduct
for investment decisions. In addition, the Company initiates of General Meetings for Listed Issuers. Despite the restrictions
dialogues with its shareholders and stakeholders, as and imposed by the said pandemic, all Directors were present at
when required. Media coverage on the Group is initiated at the 31st AGM remotely, to respond to the questions raised
regular intervals to provide wider publicity and improve the by the shareholders or proxies. This showed that all the
understanding of the Group’s businesses. Directors valued the effective two-way communication with
shareholders that is allowed during the AGM.
The Company is continuously enhancing its annual report
to improve its communication with its stakeholders and
the information disclosed in this Annual Report 2021
comprises certain elements of integrated reporting and
the Company will consider adopting integrated reporting in
the future. Relevant studies and research on integrated
reporting are currently being carried out by the Management.
The details of the events held during the financial year 2021
are set out in the Calendar of Events on pages 18 to 21 of
the Annual Report 2021. Otherwise, the primary contact
for all queries pertaining to investor relation matters
could be accessed from the corporate website at
www.drb-hicom com/investors.

The Chairman of the Board chaired the 31st AGM in an All resolutions set out in the Agenda of the 31st AGM were
orderly manner. Prior to tabling the agenda of the 31st AGM, conducted by way of a poll using the RPEV. DRB-HICOM
the shareholders were briefed by the GMD on the business had also engaged Boardroom Share Registrars Sdn. Bhd.
performance and prospect of the Group for the financial as the Poll Administrator and SKY Corporate Services Sdn.
year ended 31 December 2020. In addition, the Group Bhd. as the independent scrutineer to validate the voting
Director of Financial Services shared the detailed responses process of the 31st AGM, for each resolution that was
to questions raised, prior to the aforesaid AGM, by the presented to the shareholders. The Board also encouraged
Minority Shareholders Watch Group (“MSWG”). Before the active participation by the shareholders and investors during
commencement of the AGM, shareholders were encouraged the AGM. The shareholders who participated through RPEV
and given sufficient opportunity as well as time by the facilities were also able to cast their votes on-line.
Board to submit questions pertaining to the Annual Report,
resolutions being proposed and the business of the Company
The minutes of the general meetings (including the
or the Group in general, prior to seeking approval from attendance of the Directors, questions raised by the
members and proxies on the resolutions. The Board, Senior shareholders and their respective responses, outcome of
Management, external auditors and other advisors, were the voting results and responses to the MSWG’s queries)
present virtually at the virtual AGM to provide responses and are made available to the shareholders and public on the
clarifications to the shareholders. corporate website at www.drb-hicom.com/investors/
general-meetings.
Answers to the queries by MSWG prior to the AGM were also
shared with shareholders during the AGM and the same was This CG Overview Statement was approved by the Board of
uploaded on the Company’s corporate website prior to the Directors of the Company on 7 April 2022.
AGM day.
RISK MANAGEMENT
OVERVIEW RISK GOVERNANCE & CULTURE
The adverse economic and societal impact brought on by the In assuring good risk governance towards optimising long-term
COVID-19 pandemic continues to pose significant downside risks to stakeholder and shareholder returns, the Group continues to
the world at large. Challenges faced by the commercial and public enhance its risk oversight capabilities in assessing uncertainties while
health sectors during the crisis remains unrelenting, stifling efforts by simultaneously anticipating future threats impacting the business
nation states to rejuvenate and sustain global economic recovery. environment in which it operates. The approach involves examining
pandemic-related crises as well as evaluating uncertainties in
Disruption to global supply of materials, goods and services continue market and business landscapes, changes in regulatory and
to take centre stage during the crisis, significantly impacting cross- financial requirements, technological advancements and data
border trade and jeopardising on-going business collaborations and security concerns, as well as operational shifts and issues relating
partnerships. to human capital, among others. To ensure continued sustainability
and performance across all operating companies, the Group has
As the world continues to grapple with the effects of the pandemic, adopted prudent, responsible and transparent governance, risk and
the economic fallout is further aggravated by increased threats of compliance approaches to ensure its continued resilience and agility
climate change to global ecosystems. The need for world leaders to in undertaking existing and new business initiatives.
intensify its call to climate action becomes even more imperative and
crucial as complete inaction and failure to achieve net zero carbon Additionally, the Group has put in place a formal and structured Risk
emission by 2050 will lead to projected losses of up to 18% of global Management Policy as guidelines to allow the Group to identify,
GDP with numerous catastrophic impacts across the world. evaluate, monitor and manage the significant risk exposures inherent
in its business operation. This policy is aligned to the principles and
From an organisation’s perspective, challenges such as these often guidelines of the International Organisation for Standardisation’s
manifest themselves in the form of threats and opportunities that Risk Management Principles and Guidelines (ISO31000:2018),
affects a company’s ability to carry out its business objectives defining risk management governance and structure, processes,
domestically, regionally as well as in the global arena. Addressing accountabilities and responsibilities throughout the Group. It should
such challenges often requires companies to adapt and re-prioritise be noted that these principles are broad in nature and are to be utilised
their business strategies by ensuring adequate resource availability only where considered appropriate to suit the Group’s businesses.
and capability to ensure continued operational resiliency and
sustainability, whilst complying with relevant laws and regulations. The inculcation and understanding of a robust risk culture across the
The adoption of various management disciplines and tools, such as Group is crucial. Risk culture influences the way risks are defined, the
risk management and business continuity, provides organisations type of risk clusters or categories to be developed and disclosed, and
with the necessary means to manoeuvre through these challenges the way risks are managed and mitigated. Establishing a risk culture
with minimal loss and liability. that is embraced by key stakeholders (internal and external) is
critical for the Group to manage adverse uncertainties and capitalise
In this respect, DRB-HICOM Berhad (“the Group”) strives to opportunities towards achieving its business objectives. It aligns the
continually review and enhance its risk management strategies, Group’s corporate objectives, strategies and goals to the disclosure
methodologies and approaches to adapt to the constantly evolving and reporting of key risks, controls and action plans to allow for a
economic and business landscape. The Group consistently drives and comprehensive and effective assessment of events that have adverse
embeds a holistic risk culture and value creation into the mindset of impacts on the Group’s core businesses and performance.
its business entities, thus ensuring the sustained achievement of its
business strategies and objectives. The Group’s Board of Directors The main underlying principles of the Group’s Risk Management
remain committed to ensure the continued effective implementation Policy are:
of risk management and internal control systems across the Group
to achieve operational excellence without compromising its core i. Provide a policy and organisational structure for the management
values. To realise this goal, the Group shall endeavour to consistently of risks that the Group assumes in its activities;
adopt an enterprise-wide risk management process comprising the ii. Define risk management roles and responsibilities within the
following five key components: Group and outlining control procedures to mitigate risks;
iii. Ensure consistent and acceptable management of risk throughout
Risk Governance & Culture the businesses;
iv. Define a reporting framework to ensure effective communication of
necessary risk management information to senior management
Enterprise Risk Assessment
and personnel engaged in risk management activities;
v. Remain flexible to accommodate the changing risk management
Risk Mitigation & Measurement
needs of the Group while maintaining control of the overall risk
position;
Training & Development vi. Detail the approved methods for risk assessment; and
vii. Provide a system to accommodate the central accumulation of
Enterprise Risk Reporting risk data.
DRB-HICOM Berhad Enterprise Risk Management Process Component

RISK MANAGEMENT GOVERNANCE STRUCTURE
BOARD OF DIRECTORS
The Group’s ultimate governing body with overall risk oversight responsibility including defining the appropriate
governance structure and risk appetite.
BOARD RISK AND SUSTAINABILITY COMMITTEE (“BRSC”)
MEMBER ROLES
Three Independent Non-Executive Directors, Invitees: The BRSC acting on behalf of the Board of Directors,
has a broad mandate to ensure the effective oversight,
i. Group Managing Director (“GMD”)
implementation and compliance of the objectives
ii. Group Chief Operating Officers (“COOs”) of outlined in the Group Risk Management Policy and
Corporate Office and Business Sectors Group Sustainability Policy. Any matters or decisions
iii. Group Director (“GD”), Group Finance Division made within the BRSC’s purview will be escalated to the
Board for its notation and approval.
iv. Heads, Group Risk Management & Sustainability
Division (“GRMSD”) & Group Internal Audit
Division (“GIAD”)
RISK MANAGEMENT COMMITTEE (“RMC”) SUSTAINABILITY STEERING COMMITTEE (“SSC”)
MEMBER MEMBER
i. GMD i. COO - Corporate Services (Committee Chairman)
ii. GDs of Corporate Divisions ii. GD - Operations Transformation
iii. COOs of Corporate Division and Business Sectors iii. Heads of GRMSD, Group Strategic Communications
iv. Heads of relevant Divisions as invitees Division and Group Human Capital Division
ROLES ROLES
• Creating a risk awareness culture and building the • Creating and developing sustainability-aware culture
necessary knowledge for risk management at every and sustainability-related knowledge sharing at
business and management level every level of management
• Ensuring effectiveness and adequacy of the Group • Ensuring the effective implementation of
Risk Management system, framework, policy, risks sustainability initiatives across the Group’s
and controls associated with group operations and operations, and compliance to sustainability
compliance to applicable laws and regulations requirements imposed by Bursa Securities
• Quarterly reporting of key risk exposures to the BRSC
• Providing updates on significant changes that affect
the Group’s risk profile
RISK MANAGEMENT
DRB-HICOM BERHAD’S THREE LINES OF DEFENCE

The Group adopts the “Three Lines of Defence” as a basic foundation for cohesive, coordinated approach in providing effective oversight
on risk management and internal controls implementation. The model exemplifies the inter-relationship between risk, governance and
compliance to ensure adequate controls and mitigating actions are instituted to safeguard the business interests of the Group. The
lines of responsibility for the key functions are as outlined below:
DRB-HICOM Board of Directors (“BOD”)
Board Risk and Sustainability Committee

(“BRSC”) Board Audit Committee (“BAC”)
Risk Management Committee (“RMC”)
BUSINESS SECTORS & GROUP RISK MANAGEMENT AND GROUP INTERNAL AUDIT DIVISION
OPERATING COMPANIES SUSTAINABILITY DIVISION (“GRMSD”) (“GIAD”)
FIRST LINE OF DEFENCE SECOND LINE OF DEFENCE THIRD LINE OF DEFENCE

i. Ultimately responsible for managing the i. Facilitate and monitor the effective risk i. Provide independent assurance on the
key risks associated with its business management implementation practice adequacy and integrity of internal
and investments. All material and across the Group. control systems to manage risks across
significant risks shall be identified, ii. Key practices include regular and periodic the Group.
assessed, analysed, treated, monitored risk review and assessment within the ii. Evaluate and improve the effectiveness
and reported in accordance with the operating companies and corporate of risk management, internal controls,
Group Risk Management Policy outlined. divisions to facilitate the management of SOP compliance and governance
ii. Nomination of Risk Coordinators across risks including identification of existing and processes through a structured and
the Group companies to advise, assist emerging issues or concerns and shifts in systematic approach. The reports and
and facilitate risk owners and GRMSD the Group’s implicit risk exposure and status of corrective actions taken by the
on assessment of the company’s appetite. Management on audit recommendations
risks and day-to-day management of iii. Enhancing the awareness of risk are submitted on a regular basis to
risks activities programme. management practices and embedment of the BAC for its deliberation and
risk culture throughout the Group. approval.
ENTERPRISE RISK ASSESSMENT
GRMSD conducts quarterly assessments on existing, new and emerging risks, for corporate divisions and operating companies across
the Group. Adopting a 3x3 matrix with three levels of probability and severity, these risks are validated and managed in accordance to
the prescribed risks tabled below:
PANDEMIC RISKS
Description Mitigation Plan
The onset of COVID-19 pandemic has brought to the forefront the risk of major Establishment of high-level business recovery committee to oversee the
disease outbreaks. coordination, implementation and monitoring of effective mitigation plans to
manoeuvre the Group’s businesses out of the crisis.
Implementation of staggered working schedule, work premise sanitisation

and employee home quarantine procedures to mitigate risk of infection.
Implementation of Group-wide vaccination strategy and vaccination status

monitoring for all employees aligned to the National COVID-19 Immunisation
Programme.
REPUTATION RISKS
Negative public perception arising from adverse events over the Group’s business Continuous engagement and communication sessions with key stakeholders
practices, conduct or financial condition impairing stakeholders’ confidence, to disseminate relevant information regarding the conduct of the Group’s
resulting in costly litigation affecting customer opinions of the Group and activities. Prompt response to queries and feedback from external parties, i.e.
causing a decline in customer base, market share and Group revenue. business partners, investors, public communities and other key stakeholders to
minimise reputation damage.
Compliance checks and audits to enforce the implementation of the Group’s

Code of Ethics & Conduct and Whistleblower Policy to curb incidences of fraud
across all operating companies and corporate divisions.
Deployment of sustainability programmes across the Group to strengthen

the brand positioning and value proposition as well as building stakeholders’
confidence. For further details on sustainability programmes, please refer to our
Sustainability Report which is included together with this Annual Report.
FINANCIAL RISKS
Uncertainties arising from Foreign Exchange (“FOREX”) and interest rate Implementation of FOREX Policy which stipulates distinct measures in utilising
volatilities. appropriate hedging instruments to assess, manage and minimise foreign
currency losses.
Appropriate detection mechanisms put in place to monitor and alert

management of changes so that prompt measures can be initiated and acted
upon to manage adverse interest rate movements affecting revenue and profit
contribution.

Increased capital funding to finance new acquisitions and to mobilise existing Maintaining an optimal capital structure through detailed monitoring of
and new projects. financing and cashflow plans established by the operating companies, and
constantly seeking new funding arrangements to boost its financial capabilities
towards driving new project initiatives in line with its long-term strategic
business plan.
Constant engagement between Group Finance Division, together with the

various business units and financial institutions to track the status of financing
which comprise, amongst others, the issuance of corporate term notes and
bonds, as well as drawdowns on syndicated loans and club deals.
Exploring new funding arrangements to further boost financial capabilities

towards driving new project initiatives in line with long-term strategic business
plan.
RISK MANAGEMENT
CYBER SECURITY RISKS

Risk of IT security breach such as intrusions, Distributed Denial of Service Enforcement of Group IT’s Cyber Security Framework as reference in providing
(“DDOS”), malware and ransomware resulting in significant data corruption / guidance to corporate divisions and operating companies in managing cyber
loss or failure of key business systems. security risks.
Conducting periodic cybersecurity awareness campaigns and assessment in

accordance with the Cyber Security framework and policies.
Implementation of Data Leakage Protection solutions to mitigate cyber threats

and data security risks.
Establishment of cyber security committee to ensure effective implementation

of cybersecurity initiatives deployed across the Group.
BUSINESS AND STRATEGIC RISKS

Uncertainties arising from execution of strategic initiatives deployed based Monitoring mechanism over the evolving political, social, business, economic
on long-term and short-term policy decisions made in accordance with the and technological landscapes to ensure that changes are promptly identified,
business direction of the Group in enhancing performance and growth within assessed and managed to preserve the uninterrupted implementation of those
the domestic, regional and global markets. strategies associated with the Group’s business objectives.
ORGANISATIONAL RISKS
Risks associated with human capital management programmes, comprising Manpower rationalisation initiatives, followed by talent review and profiling
talent attrition, competencies and capabilities concerns, skills shortages, sessions, inclusive of job mapping and level restructuring programmes. These
fragmented succession planning for critical positions and less than optimal programmes define and align the job accountabilities and responsibilities in
consequence management. tandem with the strategic goals and objectives of the Group.
Enabling a more holistic program by enhancing existing skills profiling and

knowledge development trainings via established on-line platforms as well
as providing improved coordination on employee retention reviews with
representatives from operating companies.
PROJECT & INVESTMENT RISKS

Risks relating to projects and investments for new business initiatives are Conducts in-depth assessment on risks associated with new investment,
critically identified, assessed, analysed and incorporated into proposal papers divestment and business ventures undertaken by the Group. The assessment
for deliberation by the Management of DRB-HICOM Berhad prior to approval. report, comprising identified risks and detailed mitigation plans are tabled for
deliberation and approval by the Management Committee of the Group.
GEOPOLITICAL RISKS
Heightened trade tensions and uncertainties brought on by shifts in policy The Group adopts a proactive stance by putting in place mechanisms to
implementations amongst developed nations create significant geopolitical consistently monitor and assess geopolitical developments across global and
risks impacting businesses in the form of disruption to global supply chain regional markets in order to expeditiously develop and deploy counter measures
networks, adverse volatility in key commodity prices, impositions of trade to mitigate any adverse occurrences to safeguard the business interests of the
embargoes and tariffs, among others. Group in an effective manner.
INDUSTRY RISKS
Imposition of revised fiscal and trade policies across global economics may Securing new business opportunities with global automotive players.
bring significant impact to the Group’s overall performance and operational
sustainability. Embarking on automotive diversification programmes, exploring business
opportunities in the industrial property, defence and aviation industries.
Business collaborations through smart partnerships with global automotive

players and start-ups.
Exploring new mobility solutions and cultivating critical resource skillsets and
capabilities.
BRIBERY AND CORRUPTION RISKS

The Group is committed to the Government’s aspiration to promote a Establishment of Integrity Committee to spearhead and oversee the
corruption-free business environment and healthy competition among the implementation of Anti-Bribery and Corruption processes and procedures across
nation’s industry players via the implementation and enforcement of Section the Group.
17A of the MACC Act 2009.
Adequate Anti-Bribery and Corruption policies and procedures have been
developed and established and serves as the benchmark for adoption by Group
companies.
Continuous awareness and assessment on Corruption Risk Management at all

operating companies and corporate divisions conducted on a quarterly basis.
(Implementation of the Group’s Corruption Risk Assessment is aligned with the
Group’s Enterprise Risk Management framework, with reference made to the
ISO31000:2018 Enterprise Risk Management system).
The Group’s Annual Integrity & Governance report is provided to the MACC.
CLIMATE CHANGE RISKS

Rising concerns associated with environmental impact such as biodiversity loss, Commitment to Malaysia’s aspiration on carbon reduction in order to safeguard
waste and pollution risks, water-related risks, and extreme weather events. our business as well as the community we serve from climate-related risks.
The Group has taken various initiatives with regards to managing the adverse
environmental impact due to climate change.
Establishment of disaster task force committees at Group and operating

companies’ level to oversee execution of various initiatives during catastrophes.
Constantly exploring innovative and cutting-edge technologies to combat

climate change while reducing energy consumption as well as carbon emission
footprint across the Group and vendor supply chain network.
Kindly refer to Sustainability Report on pages 35 to 46 for further

mitigation plan on climate change risk.
RISK MANAGEMENT
RISK MITIGATION & MEASUREMENT

Risk Initiatives
The Group continues to expand and enhance on its risk management initiatives through risk review and validation sessions held across
all operating companies and corporate divisions on a quarterly basis. These sessions are aimed at addressing emerging risks as well
as validating existing risks by evaluating the risk appetites as well as the effectiveness and relevance of controls and action plans
implemented in mitigating the likelihood of occurrence and severity of impacts. The action plans for all key risks are further assessed
to ensure the timeliness of execution and are kept within resource limits.
Risk Appetite
The risk appetite defines the value and type of risks that the Group is prepared to accept in pursuit of its strategic business objectives.
It stipulates the level of tolerance and limits established to govern and manage the Group’s risk-taking activities.
The Group’s risk appetite serves as a benchmark for all operating companies and corporate divisions to develop risk tolerances and
limits in accordance to their specific business/operational requirements and objectives. Monitoring of key risk exposures is then
performed through the analysis of the risk tolerances set against monthly business and performance trends at the respective operating
companies and corporate divisions. As part of the enhancement initiatives, a set of risk appetite parameters has been developed to
measure and quantify the impact severity of the Group’s Top Key Risks.
Business Risk Clusters
The Group continuously introduces new and effective approaches in strengthening and enhancing the risk intelligence process
through the establishment of business risk clusters. The risk clustering methodology depicts a holistic perspective towards providing
a spectrum of key risk areas to be monitored and managed.
1 Strategic
Risk
2 Financial
Risk
3 Organisational
Risk
4 Operational
Risk
RISK CLUSTERS
5 6 Information
Risk
Regulatory
Risk
7 Reputation
Risk
8 Market &
Business Risk
Key objectives to the risk clustering approach are:
i. Providing a clear and direct linkage between risk and reward measurement by reconciling business objectives against
identified key risks;
ii. Prioritising key risks to be managed through data analytics that provides quantified exposure values;
iii. Monitoring and assessing the adequacy, timeliness and effectiveness of action plans in managing pertinent key business risks;
iv. Anticipating future events/emerging risks via trend analysis;
v. Performing statistical data analysis for better-informed decision-making processes;
vi. Managing risks and assessing the relevancy of the risk appetites in tandem with changes to the business environment
and regulations;
vii. Nurturing and instilling concerted efforts in managing risks within specific Business Sectors; and
viii. Fostering proactive risk management and risk awareness across the Group.
TRAINING & DEVELOPMENT

The Group continues to enhance its risk management capabilities across all operating companies and corporate divisions. Risk review
and validation sessions, awareness & training programmes and discussion forums are facilitated and conducted on a quarterly basis
to ensure continued effectiveness in the implementation of the Group-wide risk management process.
ENTERPRISE RISK REPORTING

The Group’s Enterprise Risk Management Process provides for regular review and reporting activities which take place on a quarterly
basis. Such reports encompass the assessment on the significance of existing and emerging key risks impacting the Group’s businesses
as well as an evaluation of the effectiveness of mitigation plans put in place for additional controls. The key elements of the reporting
process are illustrated below:
01
Quarterly validation,
review and discussion
02
Digital confirmation
and sign-off on all risk
03
Presentation, review and
discussion of the Group’s
04
Presentation
Group’s Top
of the
Key
of key risks, controls represented at the Top Key Risks by the Risk Risks to the Board
and action plans for all operating companies and Management Committee Risk & Sustainability
operating companies corporate divisions level on a quarterly basis. Committee as well as at
and corporate divisions. on a quarterly basis. the Main Board Meeting
on a quarterly basis.
MOVING FORWARD
In addressing and combatting emerging risks caused by numerous internal and external factors such as the emergence of the
pandemic crisis, climate change, rapid technological advancements, market volatility, enforcement of new regulatory requirements
and on-going global disputes, the Group will continue to expand resources to strengthen the risk culture and inculcate a positive risk
mindset to ensure that risk remains a key management priority and forms a critical component in the daily execution of tasks and
decision making across all operating companies and corporate divisions within the Group.
DIRECTORS’ STATEMENT ON
RISK MANAGEMENT & INTERNAL CONTROL
In line with Paragraph 15.26(b) of the Bursa Malaysia Securities REVIEW OF RISK MANAGEMENT AND INTERNAL
Berhad’s (“Bursa Securities”) Main Market Listing Requirements CONTROL EFFECTIVENESS
(“MMLR”), the Board of Directors (“the Board”) of a listed
issuer is required to include in its Company’s Annual Report a The Board is facilitated by its sub-committees, namely the Board
statement about the state of internal control of the listed issuer Risk and Sustainability Committee (“BRSC”) and Board Audit
as a Group. This statement which outlines the nature and scope Committee (“BAC”) to oversee and evaluate the effectiveness
of the risk management and internal control within DRB-HICOM of the risk management and internal control system within the
Berhad (“DRB-HICOM”) has been prepared in accordance to the Group. The establishment of the BRSC reaffirms the Board’s
Statement on Risk Management and Internal Control: Guidelines commitment to ensure that the Group has in place an effective
for Directors of Listed Issuers which is endorsed by Bursa and robust Enterprise Risk Management (“ERM”) framework to
Securities. facilitate the development of appropriate strategies in managing
threats and opportunities towards achieving its business
DRB-HICOM has also complied with the requirements of the objectives. BRSC, via the Risk Management Committee (“RMC”),
Malaysian Code on Corporate Governance 2021 (“MCCG 2021”) reviews, deliberates and endorses significant risks associated
which requires the Board of a listed issuer to establish and with strategic, market and business, financial, cybersecurity,
maintain a sound risk management framework and internal regulatory and climate change events that pose threats and
control system. opportunities to the Group’s businesses. Simultaneously, BRSC
shall assess the effectiveness of the internal controls put in place
BOARD RESPONSIBILITY to counter these threats and capitalise on emerging opportunities.
The following are the key responsibilities performed by BRSC
The Board of DRB-HICOM is responsible for the adequacy and and BAC in discharging their fiduciary responsibilities:
effectiveness of the Group’s risk management and internal
control system. The Board affirms its commitment towards a) BOARD RISK AND SUSTAINABILITY COMMITTEE (“BRSC”)
ensuring and maintaining a sound internal control system that
which encompasses good governance, risk management and i. Oversee the formulation of the Board’s risk appetite at
control processes within the Group. In light of the above, the the Group level, establish strategic content in ensuring
Board confirms that there is a proper risk management assurance that the risk management strategies are complete and
process in place to identify, evaluate and manage significant risks the sustainability efforts are aligned with the long-term
impacting the Group’s achievement of its corporate objectives. business strategies, considering the environment in which
The Board also acknowledges the presence of a sound system the Group operates and the requirement of all key
of internal control in safeguarding shareholders’ investments, stakeholders.
the Group’s assets and other stakeholders’ interests as well as
ensuring compliance with applicable laws and regulations. ii. Reviewing the risk management framework, processes,
responsibilities and assessing whether they provide
It is recognised that the Group’s system of internal control can reasonable assurance that key material risks are managed
only provide reasonable but not absolute assurance against any within acceptable thresholds.
occurrence of material misstatement or loss, and that the risk
management process is designed to manage or mitigate risks iii. Ensuring that both short and long term risk management
that hinder the Group from achieving its goals and objectives. strategies, framework and methodology are implemented
and consistently applied across all Companies/Divisions.
MANAGEMENT RESPONSIBILITY
iv. Determining the adoption of the overall risk management
The Management assists the Board in the implementation of the processes by the Companies/Divisions and overseeing
Group’s risk management policies and procedures on risk and the development of appropriate guidelines and policies
control by identifying, assessing, monitoring and reporting risks for implementation.
and internal control, as well as taking proper actions to address
the risks. The Management has further assured the Board that v. Ensuring that the risk management processes are
the Group’s risk management and internal control system is integrated into all core business processes and that the
operating adequately and effectively in all material aspects. culture of the Group reflects the risk consciousness of the
Board.
vi. Ensuring effective oversight on development of the b) BOARD AUDIT COMMITTEE (“BAC”)
Group’s sustainability and climate-related strategies,
priorities and targets to support the Group’s long-term i. Review the adequacy of reporting of annual and
business success. quarterly financial results of the Group particularly on
changes in accounting policies, significant adjustments
vii. Ensuring that the sustainability strategies are integrated arising from audits, going concern assumptions and
within key business processes towards the collective compliance with the Malaysian Financial Reporting
achievement of sustainability goals across the Group. Standards in Malaysia, Companies Act 2016 and other
regulatory requirements;
viii. Providing a consolidated risk and assurance reporting
disclosure to the Board to support the statement relating ii. Review the activities of the external auditor, mainly on
to internal controls in the Group’s annual report. the external auditor’s appointment and audit fees,
external auditor’s independence and objectivity, scope
ix. Ensuring alignment and coordination of risk, assurance of audit, external auditor’s report to the BAC and
and sustainability initiatives and activities across the Management’s responses as well as the Key Audit
Group. Matters in the Auditors’ Report;
x. Identifying opportunities to unleash potential business iii. Review the Related Party Transactions (“RPT”) and
benefits through the enhancement of risk management the Recurrent Related Party Transactions (“RRPT”) to
capabilities. ensure adequate disclosures in accordance with the
Companies Act 2016 and the MMLR of Bursa Securities;
xi. Facilitating and reviewing the development and
implementation of improvements to simplify and iv. Assess the activities of the internal audit function in line
enhance the effectiveness of the existing risk with the annual internal audit plan and the adequacy of
management system. Group Internal Audit Division’s (“GIAD”) scope,
performance and competency of its audit resources;
xii. Ensuring effective assessment and monitoring of the
mitigating controls implemented to reduce the impact v. Review reports issued by GIAD, including special
and likelihood of occurrence of identified risks and audits of fraud or major internal control breakdown, and
sustainability concerns; ensure that appropriate actions are taken by the
Management based on GIAD’s recommendations in
xiii. Supporting the implementation of risk management and providing solutions for improvements to the system of
sustainability processes within the business units across internal control and ensuring that the said
the Group. recommendations are implemented expeditiously; and
xiv. Overseeing the effective management of stakeholder vi. Maintain a transparent relationship with the external
engagement, including the establishment and auditor and solicit professional advice to ensure reporting
implementation of adequate grievance/dispute standards are complied with.
reporting mechanisms.
xv. Overseeing the development of appropriate targets and

indicators for material sustainability topics identified
across the Group, including climate-related events, for
effective performance monitoring and reporting.
xvi. Review and ensure the effective preparation of the

Group’s disclosure reports related to risk management
and sustainability matters, as required by Bursa Malaysia
prior to recommendation to the Board of Directors for
approval.
INTERNAL CONTROL OUR PURPOSE STATEMENT AND SUCCESS BELIEFS
The key components of internal control as subscribed by the The Management has established purpose statement
Group can be categorised as follows: and success beliefs to steer and provide direction
to employees towards achieving the goals and objectives of
1) CONTROL ENVIRONMENT the Group.
BOARD COMMITTEES ETHICS AND BUSINESS PRACTICE
The Board acknowledges that ensuring sound governance The Group’s Code of Ethics and Business Practice, which
requires effective interaction among the Board, Management, is communicated to employees, outlines the standards of
internal and external auditors. The Board, in ensuring behaviour and ethics that are expected from employees.
effective discharge of its responsibilities, is assisted by
the Board Committees, namely the Board Nomination and The Vendor Code of Conduct (“VCOC”) has been established
Remuneration Committee, the BAC as well as the BRSC. to enhance employees’ business conduct with vendors, by
Each of the Committees has clearly defined Terms Of reflecting the Group’s shared values and high ethical
Reference (“TOR”). standards. The Group expects its Vendors to also
comply with the VCOC when engaging with the Group and in
BOARD AUDIT COMMITTEE conducting themselves with integrity, honesty and respect.
The implementation of the VCOC strengthens the Group’s
As at 1 March 2022, the BAC comprising of two Independent ongoing efforts to achieve high levels of integrity towards
Non-Executive Directors and one Non-Independent Non creating a transparent and high-integrity business
Executive Director, provides an oversight of the internal and environment.
external audit processes as well as reviews the reports of the
auditors on the adequacy and integrity of the system of The Vendor Code of Conduct is available for viewing and/or
internal control and the financial statements of the Group. download on DRB-HICOM’s website at
https://www.drb-hicom.com/vendor-code-of-conduct/
The BAC reviews the engagement of the external auditors,
their scope, and approach in the conduct of the audit ANTI BRIBERY AND ANTI CORRUPTION
examination. The BAC also reviews the activities and results
of the audit conducted by GIAD and where needed Taking cognisance of Section 17A of the MACC Act which
recommends appropriate actions to strengthen the internal came into force on 1 June 2020 and in ensuring that adequate
control. procedures are in place to provide defence against Corporate
Liability, the Board had approved the Anti-Bribery and Anti
The BAC meets with the external auditor at least twice a year Corruption Policy on 28 August 2020.
without the presence of the Management.
In line with the Group’s commitment towards Anti-Bribery
The BAC, consisting of members with a wide range of and Anti-Corruption, the Group has also developed a Gift
knowledge, expertise and experience, has unrestricted and Business Courtesy Policy which sets out the key
access to any information or relevant documents from guidelines in regards to our conduct with our customers
internal and external auditors and all employees within the in relation to entertainment and the receipt and giving of
Group. Please refer to page 84 to 87 of this Annual Report for gifts. There were continuous awareness sessions for
the BAC Report. employees on recent legal and corporate developments in
the prevention of corruption.
ORGANISATIONAL STRUCTURE AND REPORTING LINE
2) ENTERPRISE RISK MANAGEMENT ASSURANCE
There is a formal organisational structure with clear lines
of reporting and responsibility to ensure proper segregation The Group acknowledges the importance of risk
of duties, assignment of authority and accountability within management in supporting and enhancing the system of
the Group. internal controls established to achieve its key strategic
business objectives. Towards this end, the Group has
established an Enterprise Risk Management Framework in
accordance with the principles and guidelines outlined under
the Committee of Sponsoring Organisation of the Treadway
Commission’s Enterprise Risk Management Integrated Notwithstanding the above, GRMSD continues to build
Framework (“COSO”) and the International Organisation for a strong risk management culture by promoting awareness,
Standardisation’s Risk Management Principles and ownership of and accountability on risks at all levels across
Guidelines (“ISO 31000:2009”) to provide a consistent the Group. Each assigned risk, control, and action plan
approach towards facilitating an adequate risk assurance owner is required to provide quarterly assurance to the RMC
process in assessing risks by all employees within the Group. and BRSC regarding the status of review as well as the
adequacy and effectiveness of the action plans implemented
The risk management process is further refined based on to mitigate key material risks faced by operating companies
the revised ISO 31000:2018 framework and customised and corporate divisions within the Group.
to suit the Group’s businesses and operating environment as
depicted below: The Group has in place an ERM solution that serves as an
electronic risk repository database that facilitates the
timely update and review of risks for all operating companies
Scope, Context, Criteria and corporate divisions. The risk assurance module embedded
COMMUNICATION & CONSULTATION
Risk Assessment within the system is accessible for sign-off on a quarterly

basis to provide affirmation on the mitigation effectiveness
MONITORING & REVIEW
Risk Identification of action plans taken to address the key risks of the Group.
Additional information on the Group’s risk management

Risk Analysis
process is provided on page 70 to 77 of the Annual Report.
Risk Evaluation 3) CONTROL ACTIVITIES
POLICIES AND PROCEDURES

Risk Treatment
The Group has established policies and procedures to govern

RECORDING & REPORTING the various group processes. This would ensure consistency
in practice whilst providing guidance and direction for proper
management and governance of the operations and business

In this respect, the Group Risk Management and activities within the Group.
Sustainability Division (“GRMSD”) has deployed an
Enterprise Risk Management (“ERM”) framework to all Among the key policies and procedures in place are Anti
operating companies and corporate divisions to facilitate Bribery and Anti-Corruption, Human Capital, Information
the effective identification, assessment, quantification, Technology, Communication, Procurement, Corporate
monitoring, mitigation and reporting of corporate and Planning, Risk Management, Code of Ethics and Business
business related risks across the Group. Practice, Management Control and Internal Control
Framework, Whistleblowing, Safety, Health & Environment
The Group performs continuous communication and and COVID-19 (C19) Management. Policies and procedures
engagement sessions with stakeholders to identify emerging are also subject to periodic review, revision, validation and
risks that may hinder the achievement of the Company’s approval.
objectives and realisation of new business opportunities. A
combination of qualitative and quantitative methods is The Group has also established the Limits of Authority
used by Management to assess and evaluate the severity of (“LOA”) and Management Delegated Authority (“MDA”) to
the identified risks from two perspectives, namely likelihood provide a framework of authority and accountability within
of occurrence and potential impact. Management will then the organisation. The LOA sets the limits and authorisations
decide, in consultation with GRMSD, on the risk treatment for strategic, capital and operational expenditures. On the
options for subsequent implementation. other hand, the MDA is an extension of the LOA and it ensures
that the right limits of authority are given to Management
The risk management and internal control systems are subject to execute transactions and activities. The LOA and MDA
to continuous review and improvement to ensure that they are regularly updated and approved by the respective Boards
are capable of in responding to changes in the risk profiles to reflect changing business needs in addressing operational
while remaining aligned to the Group’s overall business deficiencies.
strategy.
WHISTLEBLOWING POLICY 5) MONITORING
The Group has established a Whistleblowing Policy INTERNAL AUDIT FUNCTION

(“Policy”) which outlines the Group’s commitment
towards enabling employees and other stakeholders to raise The business processes and conduct of the operating units
concerns in a responsible manner regarding any wrongdoings within the Group are continuously assessed by GIAD in
or malpractices without being subject to victimisation or the context of adequacy and effectiveness of the financial,
discriminatory treatment. All valid concerns will be properly operational controls and risk management. GIAD reports
assessed. The Policy promotes a culture of honesty, to the BAC and communicates to the Management on audit
openness and transparency within the Group. The Policy was observations noted in the course of their review and monitors
last revised in November 2020. the status of actions taken by the operating units.
The Group encourages its employees and other stakeholders Please refer to page 84 to 86 of this Annual Report on the
to make any disclosure openly and honestly. All disclosures summary of audit works performed by GIAD.
made under the Policy will be dealt with in strict confidence.
It will be the task of GIAD to assess, investigate and report on Moreover, members of the Management under the various
the complaints or concerns raised. Corporate Head Office functions also undertake periodical
review of the compliance and adequacy of the control
The Policy and its disclosure procedure are accessible to systems as well as procedures of the Group’s companies and
the public for reference on the Company’s website at operating units.
www.drb-hicom.com. Complaints or reports under this
Policy can also be made through the Whistleblower PERFORMANCE MANAGEMENT
Hotline at 1-800-88-2005 or via a dedicated email address
at whistleblowing@drb-hicom.com. In addition, periodic Continuous education, training and development
communications by way of dissemination of brochures programmes are emphasised in order to nurture quality and
illustrating the Whistleblowing Policy have been made competent employees.
available in English and Bahasa Malaysia for all employees
and other stakeholders of the Group. Employees’ performances are measured according to the set
of key performance indicators (“KPI”) aligned to their
BUSINESS PLANNING AND BUDGETARY functions as assigned to them and which they are expected
to accomplish.
The Group manages performance of the operating units,
within which business strategies, planning and budgetary
exercises are established annually and actual performance is ASSURANCE TO THE BOARD
monitored and assessed periodically against set targets.
In making the above assurance, the Group Managing Director
4) INFORMATION AND COMMUNICATION and the Group Director - Finance acknowledged that the
risk management and internal control system are operating
Pertinent information such as the Group’s achievements, adequately and effectively.
changes with regard to corporate and organisational structure
as well as policies and procedures are identified, captured
and communicated in a proper and timely manner. This would
enable employees to focus and perform their responsibilities
effectively.
In addition, the Management from time to time had

communicated to all the employees on the current affairs in
relation to integrity and governance matters.
STATE OF ADEQUACY AND EFFECTIVENESS REVIEW OF THIS STATEMENT

OF THE GROUP’S RISK MANAGEMENT AND
INTERNAL CONTROL SYSTEMS Pursuant to Paragraph 15.23 of the MMLR, this Statement has
been reviewed by the external auditor, Ernst & Young, pursuant
For the financial year under review up to the date of the approval to the scope set out in Audit and Assurance Practice Guide 3,
of this Statement on Risk Management and Internal Control, Guidance for Auditors on Engagement to Report on the Statement
after taking into consideration the assurance from the Group on Risk Management and Internal Control included in the Annual
Managing Director and Group Director - Finance, the Board is of Report issued by the Malaysian Institute of Accountants for
the opinion that the system of internal control and risk inclusion in the Annual Report of the Group for the financial year
management processes are adequate and sound in providing ended 31 December 2021. They have reported to the Board that
reasonable assurance to safeguard the shareholders’ nothing has come to their attention that causes them to believe
investments, the Group’s assets and other stakeholders’ that this Statement is inconsistent with their understanding of
interests as well as in addressing key risks impacting the business the processes adopted by the Board in reviewing the adequacy
operations of DRB-HICOM. There was no major internal control and integrity of the Group’s risk management and internal
weakness identified that may result in any material loss or control system.
uncertainty that would require disclosure in the Annual Report.
This Statement on Risk Management and Internal Control is
made in accordance with the resolution of the Board dated
7 April 2022.
BOARD AUDIT COMMITTEE REPORT
The Board of Directors (“Board”) of DRB-HICOM Berhad GIAD also presented the summary of audit activities,
(“DRB-HICOM”) is pleased to present the Board Audit Committee internal audit plan as well as the staff strength. The
Report for the financial year ended 31 December 2021. external auditor was also invited to attend the BAC
meetings to present the audit scope and plan as well as
1. COMPOSITION AND ATTENDANCE AT the Auditors’ Report on the audited financial statements
of the Company.
MEETINGS
All issues discussed and deliberated during the BAC
1.1 Composition
meetings were recorded in the minutes of each meeting
by the Company Secretary who is also the secretary to
The composition of the Board Audit Committee (“BAC”)
the BAC. Any matters of significant concern raised by the
during the financial year under review up to the date of
internal and external auditors were duly conveyed by the
this report is as follows:
BAC Chairman to the Board.
Members Status of Directorship

2. TERMS OF REFERENCE OF BOARD AUDIT
Datuk Ooi Teik Huat Senior Independent
COMMITTEE
(Chairman) Non-Executive Director
Dato’ Ibrahim Taib Independent The Terms of Reference (“TOR”) establishes the authority,
(Member) Non-Executive Director duties and responsibilities of the BAC. The TOR has been
incorporated in the Board Charter which is available on the
Datuk Idris Abdullah @ Das Murthy Independent
Company’s website at www.drb-hicom.com.
(Member) Non-Executive Director
As at 1 March 2022, there has been changes on the status 3. SUMMARY OF WORKS PERFORMED BY
of directorship whereby Dato’ Ibrahim Taib who is an THE BOARD AUDIT COMMITTEE
existing BAC member was appointed as the BAC
Chairman and Datuk Ooi Teik Huat as a member of The key works carried out by the BAC during the financial
the BAC was re-designated from Independent Non year ended 31 December 2021 comprised the following:-
Executive Director to Non Independent Non-Executive
Director. 3.1 Financial Reporting
Datuk Ooi Teik Huat is a member of the Malaysian In overseeing the Group’s financial reporting, the BAC had
Institute of Accountants (“MIA”). Hence, the Company reviewed the unaudited quarterly and audited annual
has fulfilled the requirement under Paragraph 15.09(1 financial results. The chronological details of the reviews
(c)(i) of the Main Market Listing Requirements (“MMLR”) conducted are as follows:
of Bursa Malaysia Securities Berhad (“Bursa Securities”).
(a) The BAC reviewed the fourth quarter unaudited
1.2 Attendance financial results of the company for the financial year
ended 31 December 2020 at its meeting held on 23
There were five BAC meetings held during the financial February 2021 respectively.
year ended 31 December 2021. The BAC members
and their attendance records are outlined in the Corporate (b) The BAC reviewed the annual audited financial
Governance Overview Statement (“CG Overview”) in the statements of DRB-HICOM Group and Company
Annual Report of the Company. for the financial period ended 31 December 2020
together with the Statement of Directors’
During the BAC Meetings, the Management of the Responsibility and took note of the report from the
Company was invited to brief the BAC on the Group’s external auditor, Ernst & Young (“EY”) at its
financial performance and the relevant corporate meeting held on 7 April 2021.
matters as well as to address any queries raised by
the BAC. The personnel of the Group Internal (c) The unaudited quarterly financial results for the
Audit Division (“GIAD”) attended all BAC meetings periods ended 31 March 2021, 30 June 2021 and 30
and presented the internal audit reports to the September 2021 were reviewed at the BAC meetings
BAC. Other than the results and reports of internal audits, held on 31 May 2021, 12 August 2021 and 15 November
2021 respectively.
The BAC also reviewed the announcement of the financial (b) The BAC reviewed the overall assessment of the
results to Bursa Securities prior to recommending them to external auditor’s performance and independence
the Board for approval. The reviews were conducted to ensure for the financial year ended 31 December 2020 during
that the financial reporting and disclosure were in compliance its meeting held on 7 April 2021. The BAC was satisfied
with: with the external auditor’s performance and
independence during the period under review.
• Provisions of the Companies Act 2016;
• MMLR of Bursa Securities; (c) The BAC reviewed the re-appointment proposal of
• Applicable approved accounting standards in Malaysia; the external auditor for the Company and
and recommended the re-appointment and fees for the
• Other legal and regulatory requirements. Board’s approval.
The BAC also focused on any changes to the accounting EY which has been the Company’s external auditor
policies and practices, significant audit adjustments as well since 2011 was recommended for re-appointment
as the impact of COVID-19 pandemic on the Group’s for the ensuing year. The financial year ended 31
businesses. The reviews and discussions by the BAC were December 2021 marked the sixth year for the
carried out concurrently with the Group Managing Director engagement partner, Sundralingam Navaratnam.
(“GMD”) and the Group Director-Finance of DRB-HICOM.
(d) The BAC reviewed the Annual Audit Plan for the
3.2 Risks and Controls financial year ended 31 December 2021 with the
external auditor, which was inclusive of the terms
The BAC evaluated the overall adequacy and of engagement and scope of work for the statutory
effectiveness of the system of internal controls through audit at its meeting held on 15 November 2021 and
review of the works performed by both internal and subsequently approved it. During the meeting,
external auditors as well as discussions with the the external auditor affirmed that EY and all members
Management. The BAC also reviewed the Statement of its engagement team have maintained their
on Risk Management and Internal Control as well as the independence in accordance with the provisions of
CG Overview Statement and Corporate Governance the By-Laws on Professional Ethics, Conduct and
Report (CG Report) prior to inclusion in the Company’s Practice of the MIA.
Annual Report and release to Bursa Securities.
The BAC also obtained written assurance from the
The BAC at its meeting held on 7 April 2021 reviewed external auditor confirming their independence
and provided recommendation for the Board’s approval throughout their terms of engagement for the
of the Statement on Risk Management and Internal financial year under review.
Control together with the CG Overview Statement for
publication in the Annual Report of the Company for the (e) The BAC reviewed the non-audit services provided
financial period ended 31 December 2020. by the external auditor. During the year under review,
the Company engaged the external auditor for
The BAC at its meeting on 7 April 2021 also reviewed and several non-audit works involving taxation, quarterly
provided recommendation for the Board’s approval of reviews and others. Details of the non-audit fees
the BAC Report prior to inclusion in the Annual Report of incurred by the Company for the financial year ended
the Company for the financial year ended 31 December 31 December 2021 are stated in the Additional
2020. Compliance Information of this Annual Report.
3.3 External Audit The BAC held bi-annual meetings with the external
auditor without the Management’s presence on 7
(a) The BAC deliberated with the external auditor the April 2021 and 15 November 2021.
results of the audit of the annual financial statements
for the financial year ended 31 December 2020 and
the Report to the BAC as well as the management’s
responses at its meeting held on 7 April 2021.
BOARD AUDIT COMMITTEE REPORT
3.4 Internal Audit 3.6 Others
(a) The BAC reviewed and approved the GIAD’s Annual The BAC members attended relevant and continuing
Internal Audit Plan and ensured that the principal education programmes during the financial year under
risks, key entities and functions were adequately review so as to acquire better insights to the related
identified and covered in the plan. The BAC approved businesses and operations of the Group. The details of
the FY2022 Annual Internal Audit Plan at its meeting the trainings attended by the BAC members are stated in
on 15 November 2021. the CG Overview.
(b) The BAC reviewed the internal audit reports 4. STATEMENT ON INTERNAL AUDIT
presented by GIAD at each BAC meeting held
FUNCTION
throughout the financial year ended 31 December
2021. This includes review on GIAD’s activities with
4.1 Roles and Responsibilities
respect to:
The GIAD is an integral part of the assurance structure

• Status of audit activities as compared to the
of the Group. The Division’s primary responsibility is
approved Annual Audit Plan;
to provide an independent and reasonable assurance on
• Results of the scheduled, follow-up and special
the adequacy, integrity and effectiveness of the Group’s
audits;
overall system of internal control, risk management and
• Adequacy of the Management’s responsiveness
governance process. However, those Group companies
to the audit findings and recommendations;
which are listed or regulated by Bank Negara Malaysia
• Status of the Internal Audit’s Quality Assurance
through Islamic Financial Services Act 2013 are under the
and Improvement Programme; and
purview of the BAC and internal audit functions of the
• Adequacy of the audit resources, training and
respective companies.
development of the staff within GIAD.
The Head of GIAD reports directly to the BAC on a

(c) The BAC at its meeting on 23 February 2021 and 23
functional basis and to the GMD administratively. The
February 2022 reviewed the results of the overall
Head of GIAD periodically reports to the BAC on the
performance evaluation conducted on GIAD for the
activities performed as well as the key control issues
financial year ended 31 December 2020 and 31
noted by the internal auditors. The purpose, authority and
December 2021 respectively and they were satisfied
responsibility of GIAD are reflected in the Internal Audit
in regard to the adequacy of scope and function,
Charter, which was approved by the BAC.
competency and resources of the division as well as
the effectiveness in reporting the audit results.
In order to maintain its independence and objectivity,
GIAD has no operational responsibility and authority over
(d) The BAC held two private meetings on 7 April 2021
the entities it audits. In determining the adequacy of
and 15 November 2021 with the Head of GIAD to
audit scope and coverage, GIAD applies a comprehensive
review and discuss the key internal controls and
audit planning of the Group’s auditable entities and
internal audit related matters.
functions by performing risk analysis and ensuring
adequate resources in performing the audit.
3.5 Related Party Transactions (“RPTs”) and Recurrent
Related Party Transactions (“RRPTs”)
4.2 Audit Resources
The BAC reviews the RPTs and RRPTs of the Group to

The total staff strength in GIAD as at 31 December 2021
ensure compliance with the Companies Act 2016 and the
stood at 33staff which includes the staff from the internal
MMLR and that the transactions should be at arm’s
audit function of PROTON Holdings Berhad as
length basis, fair and reasonable and that they are not
summarised below:
more favourable to the related parties than those
generally available to the public and are not detrimental
Manpower as at
to minority shareholders. The BAC had reviewed the No. Entity
31 December 2021
RRPTs at four meetings out of the total five meetings
held during the financial year ended 31 December 2021. 1. DRB-HICOM Berhad 19
2. PROTON Holdings Berhad 14
Total 33
The BAC approves the GIAD’s annual audit plan, financial During the financial year ended 31 December 2021, GIAD
budget and manpower requirements so as to ensure executed a total of 112 audits which comprised scheduled
that the function is adequately resourced with competent and ad-hoc engagements inclusive of special audits. The
and proficient internal auditors. audits conducted covered a wide range of units and their
related branch operations under DRB-HICOM and
During the financial year ended 31 December 2021, a PROTON Holdings Berhad. Amongst the key areas
total of RM4.37 million was incurred as part of the covered for the financial year under review were:
resources allocation for the Group’s internal audit
function, covering mainly manpower and incidental costs • Procurement;
such as travelling and training as summarised below: • Inventory Management;
• Business Operations;
• Contract Management;
No. Entity Total Cost (RM)
• Project Management;
• Human Resource Management;
1. DRB-HICOM Berhad 2,786,351
• Financial Management;
2. PROTON Holdings Berhad 1,586,277 • Asset Management;
Total 4,372,628 • Management Information System; and
• Safety, Health & Security.
GIAD also invested in various training programmes to
maintain and enhance the desired competency level None of the components of the internal audit function
of the Group’s internal auditors. The training programmes, were outsourced to external service providers.
comprising in-house and externally sourced training,
were focused on functional and developmental needs of All findings from the internal audit reviews were reported
the internal auditors. to the BAC, Senior Management and the relevant
Management of the operating units.
4.3 Audit Works
The respective Management of the audited operating
GIAD adopts a risk-based approach as part of its audit units are accountable to ensure proper handling of the
planning and execution focusing on significant identified audit issues and implementation of their action plans
risks and effectiveness of the controls in mitigating the within the time-frame specified. Actions taken by the
risks. In performing the audit engagements, GIAD is guided audited operating units were followed-up by GIAD and
by the Institute of Internal Auditors’ International the status were updated in the subsequent audits.
Professional Practices Framework (“IPPF”) which
includes the Definition of Internal Auditing, the Code 4.4 Quality Management System
of Ethics, and the International Standards for the
Professional Practice of Internal Auditing. The GIAD continues to maintain its Quality Assurance
and Improvement Programme covering its internal audit
GIAD is also guided by the internal policies, procedures processes through the ISO 9001:2015 Quality
as well as the Internal Control – Integrated Framework Management System, which is subject to an in-house
issued by the Committee of Sponsoring Organisations of quality audit and external annual surveillance
the Treadway Commission (“COSO”) and Control assessment by an independent certification body namely
Objectives for Information and Related Technology United Registrar of Systems.
(“COBIT”).
The objectives of the internal audit function include

review of the adequacy and effectiveness of internal
controls and risk management, compliance with
applicable laws and regulations, reliability and integrity
of information and adequacy of safeguarding of assets.
ADDITIONAL COMPLIANCE INFORMATION

(Pursuant to the Main Market Listing Requirements (“MMLR”) of
Bursa Malaysia Securities Berhad (“Bursa Securities”))
1. UTILISATION OF PROCEEDS
Save as disclosed in the following, there was no new corporate funding proposal undertaken by the Company during the financial
year ended 31 December 2021.
(i) On 30 June 2021, the Company had utilised RM187 million from its syndicated term loan facility to refinance its existing
financing/borrowings. The Company also issued an Islamic Medium Term Notes (“IMTN”) of RM390 million in nominal value
under its existing Sukuk Wakalah Programme on 6 August 2021 and the proceeds were utilised to finance the capital
expenditure, working capital requirements and/or investment as well as for general corporate purposes.
(ii) On 2 December 2021, PONSB Capital Berhad, an indirect wholly-owned subsidiary company of PROTON Holdings Berhad,
obtained the IMTN Programme of up to RM4 billion in nominal value and the Islamic Commercial Paper (“ICP”) Programme
of up to RM1 billion in nominal value, with a combined aggregate nominal value of up to RM4 billion (collectively referred
to as “Sukuk Wakalah Programmes”). The tenure of the IMTN Programme is 30 years from the date of the first issuance of
IMTN under the IMTN Programme and the tenure of the ICP Programme is 7 years from the date of the first issuance of ICP
under the ICP Programme.
On 28 December 2021, the Company announced that PONSB Capital Berhad made its inaugural issuance of the IMTN
and ICP (collectively referred to as “Sukuk Wakalah”) to an aggregate of RM500 million in nominal value under its Sukuk
Wakalah Programmes. The proceeds raised from the Sukuk Wakalah issuance shall be utilised mainly for general corporate
purposes, including capital expenditure and working capital requirements, and refinance outstanding borrowings. Below are
the issuance details:
Instrument Issuance tenure Issuance size

ICP 6 months RM50 million in nominal value
IMTN 5 years RM135 million in nominal value
IMTN 7 years RM315 million in nominal value
2. AUDIT AND NON-AUDIT FEES
(i) The amount of audit fees paid or payable to the external auditors, Ernst & Young PLT (“EY”), and their affiliated companies
for the services rendered to the Group and the Company for the financial year ended 31 December 2021 amounted to
RM3.25 million and RM0.48 million respectively.
(ii) The amount of non-audit fees paid or payable to the external auditors, EY, and their affiliated companies for the services
rendered to the Group and the Company for the financial year ended 31 December 2021 amounted to RM3.31 million and
RM0.56 million respectively.
3. EMPLOYEES SHARE OPTION SCHEME
No Employees Share Option Schemes were granted by the Company during the financial year ended 31 December 2021.
4. MATERIAL CONTRACTS INVOLVING DIRECTORS’/CHIEF EXECUTIVES’/MAJOR SHAREHOLDERS’ INTERESTS
There were no material contracts including contracts relating to any loans entered into by the Company and its subsidiaries
involving Directors’ and major shareholders’ interests.
5. RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
At the 31st AGM of the Company held on 23 June 2021, the Company had obtained a Shareholders’ Mandate to allow the Group to
enter into recurrent related party transactions of a revenue or trading nature (“RRPT”). In accordance with Paragraph
10.09(2)(b) of the MMLR, details of the RRPT conducted during the financial year ended 31 December 2021 pursuant to the
Shareholders’ Mandate are as follows:
No. DRB-HICOM and/ Transacting related Nature of relationship Nature of transaction Value of
or its subsidiary party transaction
companies from 1 January
2021 to 31
December
2021
(RM’000)
1. HICOM-Teck See Teck See Plastic A 49% shareholder of Supply of automotive plastic 68
Manufacturing Sdn. Bhd. HTS components by Teck See Plastic
Malaysia Sdn. Bhd. (“Teck See Plastic”) to HTS
(“HTS”)
Compounding & A related corporation Supply of raw materials by 1,491

Colouring Sdn. Bhd. of Teck See Plastic, a Compounding & Colouring to HTS
(“Compounding & 49% shareholder of
Colouring) HTS
2. Perusahaan Zhejiang Geely A 49.9% shareholder Provision of technical support, 1,716,307

Otomobil Holding Group Co., of PROTON Holdings payment of royalties and supply of
Nasional Sdn. Bhd. Ltd (“Geely”) Berhad (“PROTON”) components for motor vehicles by
(“PONSB”) Group Geely Group to PONSB
3. Bank Muamalat Islamic Arts Museum A company owned by Purchase of all kinds of gifts and 165
Malaysia Berhad Shop Sdn. Bhd. persons connected to souvenirs by BMMB from Islamic
(“BMMB”) (“Islamic Arts”) Tan Sri Dato’ Seri Syed Arts
Mokhtar Shah Syed Nor
(“TSSM”)
DRB-HICOM Auto Northport (Malaysia) 99.1% owned indirect Provision of management of port -
Solutions Sdn. Berhad (“Northport”) subsidiary company of activities and port storage charges
Bhd. (“DHAS”) MMC by Northport to DHAS
Edaran Otomobil MMC Corporation A company in which Supply of motor vehicles, 2,367
Nasional Berhad Berhad Group TSSM is an indirect accessories, spare parts and
(“EON”) Group (“MMC Group”) major shareholder maintenance services by
EON Group to MMC Group
Tradewinds A company in which Supply of motor vehicles, 42,918

Plantation Berhad TSSM is an indirect accessories, spare parts and
(“Tradewinds major shareholder maintenance services as well as
Plantation”) leasing of motor vehicles by
Group EON Group to Tradewinds
Plantation Group
ADDITIONAL COMPLIANCE INFORMATION

(Pursuant to the Main Market Listing Requirements (“MMLR” of
Bursa Malaysia Securities Berhad (“Bursa Securities”))
2021 to 31
December
2021
(RM’000)
(continued)
DRB-HICOM Aurora Mulia Sdn. A company in which Provision of media-related 725
Berhad Bhd. (“Aurora Mulia”) TSSM is an indirect businesses in newspapers,
(“DRB-HICOM”) Group major shareholder television and out-of-home
Group advertising by Aurora Mulia Group
to DRB-HICOM Group
Alam Flora Sdn. Bhd. An indirect 97.37% Provision of integrated solid waste 15,960
Group (“Alam Flora owned company of management services, recycling,
Group”) Malakoff Corporation integrated facility management
Berhad (“Malakoff”) services and related services from
Alam Flora Group to DRB-HICOM
Group
Provision of rental of office spaces 2,309

and service charges by DRB-
HICOM Group to Alam Flora
Gas Malaysia Berhad An indirect associated Provision of supply of Natural Gas 10,177
(“Gas Malaysia”) company of MMC, for production and testing of cars
a company in which from Gas Malaysia to DRB-HICOM
TSSM is an indirect Group
major shareholder
MMC Group A company in which Supply and leasing of machineries, 2,261

TSSM is an indirect motor vehicles including
major shareholder accessories, spare parts as well as
maintenance services and bins by
DRB-HICOM Group to MMC Group
Malakoff Group A 37.6% associated Proposed development of rooftop -

company of MMC solar photovoltaic project by
Malakoff Group to DRB-HICOM
Group
Prism Protection A 70% owned indirect Provision of investigation and -

Services Sdn. Bhd. subsidiary company security services by Prism
(“Prism Protection”)* of Tradewinds Protection to DRB-HICOM Group
Corporation Berhad
(“TCB”)
Prism Security A 100% owned indirect Provision of selling security -

Management subsidiary company of systems, providing training and
Sdn. Bhd. (“Prism TCB consultancy services by Prism
Security”)* Security to DRB-HICOM Group
2021 to 31
December
2021
(RM’000)
(continued)
DRB-HICOM Tradewinds 100% owned Provision of insurance broker for 3,073
Group International subsidiary company direct insurance and reinsurance
Insurance Brokers of TCB business by Tradewinds
Sdn. Bhd. International Insurance Brokers to
(“Tradewinds DRB-HICOM Group
International
Insurance Brokers”)
Tradewinds Travel 100% owned indirect Provision of travel related services 30

Services Sdn. Bhd. subsidiary company by Tradewinds Travel to
(“Tradewinds of TCB DRB-HICOM Group
Travel”)#
Souq Realty A company in which Provision of rental of Souq 305

Sdn. Bhd. TSSM is an indirect Commercial Centre including
(“Souq”) major shareholder service charges by Souq to
DRB-HICOM Group
Prisma Dimensi A company in which Provision of rental of buildings and 3,376

Sdn. Bhd. TSSM is an indirect land by Prisma Dimensi to
(“Prisma Dimensi”) major shareholder DRB-HICOM Group
BMMB Group KHSB Marketing A company owned by Provision of rental of office spaces 743
Sdn. Bhd. persons connected by KHSB Marketing to
(“KHSB Marketing”) to TSSM BMMB Group
Note: *Both Prism Protection and Prism Security were disposed by TCB on 25 March 2021
#Tradewinds Travel has ceased operation effective 30 November 2021
Notwithstanding the related party disclosures already presented in the audited financial statements in accordance with Malaysian
Financial Reporting Standard 124 (MFRS 124), the above disclosures are made in order to comply with Paragraph 10.09 of the MMLR
with regard to the value of RRPT conducted in accordance with the Shareholders’ Mandate during the financial year, as the scope
of related party relationships and disclosures contemplated by the MMLR are, to a certain extent, different from those of MFRS 124.
The shareholdings of the respective interested major shareholders as shown above are based on information disclosed in the Circular
to Shareholders dated 30 April 2021 in relation to the Proposed Renewal of Shareholders’ Mandate for Existing RRPT and Proposed
New Shareholders’ Mandate for Additional RRPT of a Revenue or Trading Nature.
STATEMENT OF DIRECTORS’ RESPONSIBILITY
IN RESPECT OF THE PREPARATION OF THE FINANCIAL

STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021
The Directors are required by the Companies Act 2016 (“the Act”) to ensure that the financial statements prepared for
each financial year give a true and fair view of the financial position of the Group and of the Company as at the end of the
financial year and of the financial performance and cash flows of the Group and of the Company for the year then ended.
As required by the Act and the Listing Requirements of Bursa Malaysia Securities Berhad, the financial statements have
been prepared in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards
and the provisions of the Act in Malaysia.
The Directors consider that in preparing the financial statements for the financial year ended 31 December 2021 set out on pages 146 to
360, the Group has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements
and estimates and ensured that all applicable approved accounting standards have been followed.
The Directors have ensured that the accounting records kept by the Group and the Company have been properly kept in accordance
with the provisions of the Act, which disclose with reasonable accuracy the financial position of the Group and of the Company.
This Statement is made on behalf of the Board in accordance with a resolution of the Directors dated 7 April 2022.

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EVOLUTION IN MOTION

Annual Report 2021

With this in mind, the idea of continuous evolution is perfectly

In its essence, our concept ‘Evolution in Motion’ is a reminder

THE INSIDE STORY

CORPORATE DISCLOSURE 114 • Automotive Sector

084 Board Audit Committee Report 374 Glossary

088 Additional Compliance Information Form of Proxy

092 Statement of Directors’ Responsibility

NOTICE OF ANNUAL GENERAL MEETING

Please refer to Explanatory Note B

Please refer to Explanatory Note D

Please refer to Explanatory Note F

THAT the Shareholders’ Mandate shall continue to be in force until:

whichever is the earlier;

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

BY ORDER OF THE BOARD

SABARINA LAILA MOHD HASHIM

Shah Alam, Selangor Darul Ehsan

(c) Where a Member is an Exempt Authorised Nominee which 3. Voting by Poll

NOTICE OF ANNUAL GENERAL MEETING

Article 77 - Retirement by rotation

8. Explanatory Notes D and E

Fee (per annum)

Fee (per annum)

The Directors’ benefits of DRB-HICOM are summarised in the table below:

Description Chairman NEDs/Member

Meeting Allowance Per Meeting Board RM2,000 RM2,000

NOTICE OF ANNUAL GENERAL MEETING

Meeting allowance per meeting

10. Explanatory Note G

STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING

This page has been intentionally left blank.

ALWAYS PUSHING THE

We are Own It Build Trust

DRB-HICOM was formed in 1996 following the merger of

CALENDAR OF EVENTS 2021

30 March, 30 May & 12 October

DRB-HICOM collaborated with Yayasan

7 & 12 April, 7 May 8 April 12 April

4 May, 22 October 23 June

CALENDAR OF EVENTS 2021

SPM, STPM & STAM 2020

Various Dates in July 18 September, 1 & 3 October

16 November 7, 13 & 20 January 2022

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1st Quarter 31 May

2nd Quarter 17 August

32nd Annual General Meeting

BOARD AUDIT COMMITTEE BOARD NOMINATION AND BOARD RISK AND

GROUP CORPORATE STRUCTURE

DRB-HICOM HICOM DHB

HICOM GLENMARIE GLENMARIE COVE

PROTON CITY GLENMARIE

ORIENTAL SUMMIT DRB-HICOM XINQUAN HICOM

AUTOMOTIVE HICOM AUTOMOTIVE HICOM-TECK SEE DRB-HICOM

CTRM DEFTECH DEFTECH

(c) Where a Member is an Exempt Authorised Nominee which 3. Voting by Poll

Article 77 - Retirement by rotation