Board Charter

The Board comprises of:

• Three Executive Directors
• Three Independent Non-Executive Directors

The role and responsibilities of the Remuneration Committee shall be, amongst others, to:

• Evaluate and make recommendations on all aspects of the Executive Directors’ performance, terms of employment, remuneration package and incentives.
• Recommend to the Board the Company’s framework for retaining and rewarding the Executive Directors.
• Ensure that the Executive Directors are fairly rewarded for their contributions to the Group’s overall performance as a way of retaining the Directors needed to run the Group smoothly.
• Obtain independent consultant’s advice and information about remuneration practices elsewhere whenever deemed necessary.

The role and responsibilities of the Audit Committee shall be, amongst others, to:

Review the following and report the same to the Board:

• with the external auditors, the audit plan;
• with the external auditors, their evaluation of the system of internal controls;
• with the external auditors, their audit report;
• the assistance given by the employees of the Company to the external auditors;
• the assessment on the competency and independence of external auditors for determination of their suitability for re-appointment;
• the adequacy of the scope, competency and resources of the internal audit function and that it has the necessary authority to carry out its work;
• the internal audit plan, processes, the results of the internal audit assessments or investigation undertaken and whether or not appropriate action is taken on the recommendations;
• the quarterly results and year end financial statements, prior to the approval by the Board, focusing particularly on:

1. changes in or implementation of major accounting policies;
2. significant matters highlighted including financial reporting issues, significant judgments made by management, significant and unusual events or transactions, and how these matters are addressed; and
3. compliance with accounting standards and other legal requirements.

• any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity;
• any letter of resignation from the external auditors of the Company; and
• Risk Management Framework and risk register of the Group.
• Recommend the nomination of a person or persons as external auditors.

The appointment of new Directors is a matter for consideration and decision by the Board upon appropriate recommendation from the Nomination Committee. New Directors shall be competent to bring to the Board skills and expertise which can contribute positively to the Group’s performance. The Board will regularly review its capabilities and identifies attributes desired from appointees.

The Executive Chairman is responsible for the leadership of the Board of the Company, maintaining its effectiveness on all aspects of its role and setting its agenda. He also ensures that the views of shareholders are communicated to the Board as a whole in order to identify shareholders’ issues and concerns. He is also responsible for executing the strategy as agreed by the Board and developing objectives through leadership of the senior executive team. Moreover, he ensures that the Group’s risks are adequately addressed and appropriate internal controls are in place. Scheduling regular and effective evaluations of the Board’s performance is also one of the Executive Chairman’s responsibilities.

The Board consists of three Executive Directors including the Chairman and three Independent Non-Executive Directors. All Directors, whether independent or not, shall have a proper understanding of, and competence to deal with, the current and emerging issues of the business and bring an independent judgement to bear on Board decisions.

Directors are free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the organization.
Membership of the Board shall be disclosed in the annual report including whether or not a Director is independent.

The Company Secretaries who are experienced, competent and knowledgeable on the laws and regulations, as well as directives issued by the regulatory authorities, provide clear and sound advice on requirements and procedures to be formulated and adopted by the Group arising from new statues and guidelines implemented by regulatory authorities. The Board is also briefed on proposed contents and timing of material announcements to be made to Bursa Malaysia. In ensuring that Board meetings are properly convened, the Company Secretaries fulfil their attendance in Board meetings. Not only that, the Company Secretaries also work collaboratively with the Management in assuring timely and appropriate information flows within the Group.

• Meetings shall be conducted at least on a quarterly basis and additional meetings will be held whenever necessary.
• Directors are required to attend Board meetings and are expected to participate actively and constructively during Board discussions and other activities to bring out the best of their knowledge, skills and abilities to the Board.
• Directors who are unable to attend Board meetings shall advise the Chairman the earliest possible.
• The decision of the Board must be clearly recorded which includes the rationale of each decision and mitigation strategies to be taken according to agreed timeline, however, all these shall remain confidential unless otherwise specified.

A Director must act honestly, in good faith and in the best interest of the Company as a whole. The Directors shall minimize the possibility of conflict of interest by restricting their involvement in businesses which could lead to the occurrence of a conflict of interest. As soon as the situation of actual or potential conflict of interest arises, Directors must disclose to the Board and thereafter keep the Board advised on an ongoing basis and abstains from voting or discussion on any motion relating to the matter. If the Board resolves to allow a Director's involvement in matter which is likely to have conflict of interest, the Board shall report the details of the basis of the decision made and the nature of the conflict concerning the matter.

The Board carries out its responsibilities in identifying, assessing and monitoring major business risks affecting the Group and implementing appropriate plans and risk mitigation strategies to safeguard shareholders’ investments and the Group’s assets.
The Board must ensure that a risk management system that can effectively monitor and manage potential risks is in place.

The Board will evaluate its own performance as well as the effectiveness of its committees and contribution of Board members as a whole on an annual basis and the procedure of performance review shall be determined by the Board.

The Directors shall be paid by way of remuneration for their services rendered. The amount of remuneration payable shall be sufficient and reasonable to attract, retain and motivate talented Directors needed to run the Group successfully, considering all relevant factors such as function, workload and responsibilities involved.

All Directors have unrestricted access to information pertaining to the Group in the form and manner appropriate for them to perform their duties efficiently. Directors have access to management in seeking explanations and information from management as well as internal and external auditors, even without the presence of management. The Directors shall seek professional advice and services from the Company Secretary whenever they consider necessary to fulfill their responsibilities.

The Board aims to present a clear and fair assessment of the Group and Company’s financial position and future prospects primarily through the annual financial statements and quarterly reports issued by the Company within the stipulated timeframe. The Board is assisted by the Audit Committee in overseeing the Group’s financial reporting process to ensure the quality, reliability and accuracy of its information for disclosure in accordance with the approved accounting standards.

The Board will review this charter annually to ensure that it remains consistent with the Board’s objectives and responsibilities as well as relevant standards of corporate governance.

The above Board Charter was last reviewed on 29 August 2024.