BOUSTEAD HOLDINGS BERHAD (3871-H) BOARD CHARTER. Board Charter

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1 BOUSTEAD HOLDINGS BERHAD (3871-H) BOARD CHARTER 1

2 BOUSTEAD HOLDINGS BERHAD (3871-H) BOARD CHARTER 1. INTRODUCTION The Directors of Boustead Holdings Berhad (BHB) regard Corporate Governance as vitally important to the success of BHB's business and are unreservedly committed to applying the principles necessary to ensure that the following principles of good governance is practised in all of its business dealings in respect of its shareholders and relevant stakeholders: The Board is the focal point of the Company s Corporate Governance system. It is ultimately accountable and responsible for the performance and affairs of the Company. All Board members are expected to act in a professional manner, thereby upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities. All Board members are responsible to the Company for achieving a high level of good governance. This shall constitute, and form, an integral part of each Director s duties and responsibilities. 2. OBJECTIVES The objectives of this are to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good Corporate Governance are applied in all their dealings in respect, and on behalf of, the Company. In pursuit of the ideals in this, the intention is to exceed "minimum legal requirements" with due consideration to recognised standards of best practices locally and internationally. 2

3 3. THE BOARD 3.1 Role The Board assumes the duty of leading and managing the Company in an effective and responsible manner. Each Director takes on the legal duty to act in the best interest of the Company. The Directors, collectively and individually, are aware of their responsibilities to shareholders and stakeholders for the manner in which the affairs of the Company are managed. The Board sets the Company s values and standards and ensures that its obligations to its shareholders and stakeholders are understood and met The Board understands that the responsibility for good Corporate Governance rests with the Board and therefore strives to follow the principles and best practices stated in the. The Board includes a narrative statement in its Company s Annual Report on the extent of compliance with the principles and best practices in Corporate Governance pursuant to the. Part 1 A1 CC Para A.1 Para The Company complies with the various guidelines issued by Bursa Securities and the SC relating to disclosure and internal audit functions The Board meets in person at least once every quarter to facilitate the discharge of their responsibilities. Members of the Management who are not Directors may be invited to attend and speak at meetings on matters relating to their sphere of responsibility. Part 4 AA XIV Duties of the Board include establishing the corporate vision and mission, as well as the philosophy of the Company, setting the aims of the Management and monitoring the performance of the Management The Board assumes the following specific duties: a) Establishing and reviewing the strategic direction of the Company; Part 2 AA1 b) Overseeing and evaluating the conduct of the Company s businesses; c) Reviewing the adequacy of the internal control policy; d) Identifying principal risks and ensuring that the risks are properly managed; e) Establishing a succession plan; and 3

4 f) Developing and implementing an investors relations programme or shareholder communication policy Generally, a director s responsibilities include: a) To be aware of the Group s operating environment and promote safely and soundness of the Group; b) To be diligent in undertaking his duties and avoid conflict of interest situation; c) To understand his oversight role and exercise independent judgment in decision making; d) To devote adequate time and attention to discharge his duties and responsibility effectively; and e) To contribute actively to the functions of the board and be able to provide sound and objective advice The Board has established procedures determining which issues require a decision of the full Board and which issues can be delegated to Board Committees or the Management The Board reserves full decision-making powers on the following matters: Part 4 AA XV Part a) Conflict of interest issues relating to a substantial shareholder or a Director; b) Material acquisitions and disposition of assets not in the ordinary course of business; c) Investments in Capital projects; d) Authority levels; e) Treasury policies; f) Risk management policies; and g) Key human resource issues The Board has a policy whereby the Directors, collectively or individually, may seek independent professional advice in furtherance of their duties at the Company s expense. Part 4 AA XX Para

5 3.2 Composition and Board Balance The Board consists of qualified individuals with diverse experiences, backgrounds and perspectives. The composition and size of the Board is such that it facilitates the making of informed and critical decisions At any one time, at least two (2) or one-third (1/3), whichever is higher, of the Board members are Independent Directors Profiles of Board members are included in the Annual Report of the Company The Chief Executive Officer (CEO) and the Executive Director(s) are the Executive Directors on the Board. However, the views of the Management are represented at meetings of the Board by the presence of senior executives when required Non-Executive Directors meet as a group at least once a year without the Chairman or Executive Directors present. There is a statement in the Annual Report on whether the Non-Executive Directors have met without the Chairman or Executives Directors being present, during the meeting with External Auditors. Part 4 AA XII M&A Para M&A Part 2 AA VI Bursa Malaysia M&A Para The Independent Directors provide independent judgement, experience and objectivity without being subordinated to operational considerations The Independent Directors help to ensure that the interests of all shareholders, and not only the interests of a particular fraction or group, are indeed taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board The views of the Independent Directors should carry significant weight in the Board's decision-making process The Board may appoint a Senior Independent Director to whom shareholders concerns can be conveyed. The Senior Independent Director chairs the meetings between the Non-Executive Directors where both the Chairman and Executive Directors do not attend. Part 4 AA VII Para If, on any matter discussed at a Board meeting, any Director holds views contrary to those of any of the other Directors, the Board minutes will clearly reflect this. 5

6 The number of Directors (including the MD) should not be less than 2 nor more than 15. A Director may appoint (and also remove) any person not already a Director of the Company, to be an alternate Director. At least 1/3 of the Directors are subject to retirement by rotation at every AGM. BHB is not subject to any shareholders agreement and hence the Board Composition of BHB is not governed by any Shareholders Agreement. However, certain group subsidiaries which are jointventures between BHB with other parties would be subject to shareholders or joint-venture agreement. Hence, the Composition of the Boards of these subsidiaries would be governed by the shareholders or joint-venture agreements. An undischarged bankrupt is prohibited from acting as a director. No person over 70 years of age shall be appointed as a Director. However, the Company at an AGM passed by a majority of not less than ¾ of members entitled to vote, may appoint or re-appoint such director to hold office until the conclusion of the next AGM. Directors who have been convicted, are prohibited from acting as a director within 5 years of conviction or release from imprisonment, without leave of the Court. A person who had acted as a director of an insolvent company which has gone into liquidation is prohibited from acting as director of the Company within 5 years from the date of a Court order. CA S122(1) Article 96 M&A Article 101 M&A Article 105 M&A CA S125 CA S129(1) & (6) CA S130 CA S130(A) 3.3 Appointments The appointment of a new Director is a matter for consideration and decision by the full Board upon appropriate recommendation from the Nominating Committee. Part 4 AA VIII New Directors are expected to have such expertise so as to qualify them to make a positive contribution to the Board performance of its duties and to give sufficient time and attention to the affairs of the Company The Company Secretary has the responsibility of ensuring that relevant procedures relating to the appointments of new Directors are properly executed. Part 2 AA XI 6

7 3.3.4 The Company has adopted an induction programme for newly appointed Directors. The induction programme aims at communicating to the newly appointed Directors, the Company s vision and mission, its philosophy and nature of business, current issues within the Company, the corporate strategy and the expectations of the Company concerning input from Directors. The Chairman is primarily responsible for the induction programme with appropriate assistance from other senior Executive Directors The Company has adopted educational / training programmes to update the Board in relation to new developments pertaining to the laws and regulations and changing commercial risks which may affect the Board and/or the Company In addition to the Mandatory Accredited Programme (MAP) as required by the Bursa Securities, Board members are also encouraged to attend training programmes conducted by highly competent professionals and which are relevant to the Company s operations and business. The Board will assess the training needs of the Directors and disclose in the Annual Report the trainings attended by the Directors The directorships held by any Board member at any one time shall not exceed ten (10) in listed companies and fifteen (15) in nonlisted companies. Part 2 AA XII Para 11.4 Para Part Para Para Para Re-election All Directors are subject to retirement by rotation. At least 1/3 of the Directors are subject to retirement by rotation at the Company AGM. Para 7.28 Article 105 M&A 3.5 Supply of Information All Directors are provided with timely and quality information and in a form and manner appropriate for them to discharge their duties effectively The Management is responsible for providing the Board with the required information in an appropriate and timely manner. The Chairman, assisted by the Company Secretary, assesses the type of information required to be provided to the Board. If the information provided by the Management is insufficient, the Board will make further enquiries where necessary to which the persons responsible will respond as fully and promptly as possible. Part 1 A III Para

8 3.5.3 A full agenda and comprehensive Board papers are circulated to all Directors well in advance of each Board meeting. Para Amongst others, the Board papers include the following: a) Quarterly financial report and report on the Company s cash and borrowing positions; b) Minutes of meetings of all Committees of the Board; c) A current review of the operations of the Company; d) Reports on Related Party Transactions and Recurrent Related Party Transactions; e) Directors share-dealings, including public shareholdings spread; and f) Annual Management Plans Full Board minutes of each Board meeting are kept by the Company Secretary and are available for inspection by any Director during office hours. 4. CHAIRMAN AND CHIEF EXECUTIVE OFFICER (CEO) The Board aims to ensure a balance of power and authority between the Chairman and the CEO with a clear division of responsibility between the running of the Board and the Company's business respectively. The positions of Chairman (ie. Non-Executive Chairman) and CEO are separated and clearly defined. Para 5.3 Part 4 II 4.1 Chairman The Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role. The Chairman is responsible for: Para 5.2 a) leading the Board in setting the values and standards of the Company; b) maintaining a relationship of trust with and between the Executive and Non-Executive Directors; c) ensuring the provision of accurate, timely and clear information to Directors; 8

9 d) ensuring effective communication with shareholders and relevant stakeholders; e) arranging regular evaluation of the performance of the Board, its Committees and individual Directors; f) facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations be maintained between Executive and Non-Executive Directors The Chairman, in consultation with the CEO and the Company Secretary, sets the agenda for Board meetings and ensures that all relevant issues are on the agenda. Part The Chairman is responsible for managing the business of the Board to ensure that: all Directors are properly briefed on issues arising at Board meetings. sufficient time is allowed for the discussion of complex or contentious issues and, where appropriate, arranging for informal meetings beforehand to enable thorough preparation for the Board discussion. the issues discussed are forward looking and concentrates on strategy The Chairman ensures that every Board resolution is put to vote to ensure the will of the majority prevails The Chairman ensures that Executive Directors look beyond their executive functions and accept their full share of responsibilities on governance The Chairman will have no casting vote if two (2) Directors form a quorum, or if there are only two (2) Directors competent to vote on the question at issue. Para 5.12 Para 5.11 Part Part Para 7.34 A copy of the Directors Code of Ethics is attached hereto on Appendix A. 4.2 Group Managing Director (GMD)/Chief Executive Officer (CEO) The GMD/CEO is the conduit between the Board and the Management in ensuring the success of the Company s governance and management functions. 9

10 4.2.2 The GMD/CEO has the executive responsibility for the day-to-day operation of the Company's business All Board authorities conferred on the Management is delegated through the GMD/CEO and this will be considered as the GMD s/ceo s authority and accountability as far as the Board is concerned The key role of the GMD/CEO, amongst others, include: a) developing the strategic direction of the Group; b) ensuring that the Group s strategies and corporate policies are effectively implemented; c) ensuring that Board decisions are implemented and Board directions are adhered to; d) providing directions in the implementation of short and long term business plans; e) providing strong leadership i.e. effectively communicating a vision, management philosophy and business strategy to the employees; f) keeping Board fully informed of all important aspects of the Group s operations and ensuring sufficient information is distributed to the board members; g) ensuring high performance and productivity of top management staff by creating conditions for top management motivation, performance management and professional development; h) ensuring compliance with all relevant legislation and regulations by reviewing policies and monitoring compliance; i) developing and maintaining effective relations with significant external agencies, investing public and other trade associations and institutions; and j) ensuring day-to-day business affairs of the Group are effectively managed The Board may time to time appoint any one (1) or more of their body to be the MD. Any such appointment shall be for such period not exceeding 3 years subject to reappointment and on such terms as the Directors think fit. Article 126 M&A 10

11 4.2.6 The GMD/CEO shall be subject to retirement by rotation, and subject to the provisions of any contract between him and the Company, be subject to the same provisions as to resignations and removal as the other Directors, and if he ceases from any cause to be a Director shall ipso facto and immediately cease to be Managing Director The MD shall be subject to the control of the Board who may entrust to and confer him any of the powers exercisable by them as Directors upon such terms and conditions and with such restrictions as they may think fit and, either concurrently Article 128 M&A Article 129 M&A 5. BOARD COMMITTEES The Board appoints the following Board Committees with specific terms of reference: Audit Committee Nominating Committee Remuneration Committee 13.1 Independent and Non-Executive Directors play a leading role in these Committees. The Management and third parties are coopted to the Committees as and when required. Details of the membership and a summary of the terms of reference of each Committee appointed by the Board are published in the Annual Report. The Directors may establish any committees, local boards or agencies for managing any of the affairs of the Company, either in Malaysia or elsewhere, may lay down, vary and annul such rules and regulations as they may think fit for the conduct of the business thereof, and may appoint any person to be members of any such committee or local board, or any managers or agents, may fix their remuneration, and may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions vested in the Directors with power to sub-delegate, and may authorise the members of any such committee or local board, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit. The Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of such annulment or variation shall be affected thereby. Article 141 M&A 11

12 5.1 Audit Committee The Audit Committee comprises at least three (3) members, a majority of whom are Independent Directors No alternate Director can be appointed as a member of the Audit Committee The Audit Committee will elect an Independent Director from amongst them as its Chairman. Para Para Para The functions of the Audit Committee are to review the following and report the same to the Board: Para a) with the external Auditor, the audit plan; b) with the external Auditor, his evaluation of the system of internal controls; c) with the external Auditor, his audit report; d) the assistance given by the employees of the Company to the external Auditor; e) the adequacy of the scope, functions and resources of the internal audit functions and that it has the necessary authority to carry out its work; f) the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit functions g) the quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing particularly on: (i) (ii) (iii) changes in or implementation of major accounting policy changes; significant and unusual events; and compliance with accounting standards and other legal requirements; h) 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; 12

13 i) any letter of resignation from the external Auditor of the Company; and j) whether there is reason (supported by grounds) to believe that the Company s external Auditor is not suitable for reappointment The Audit Committee meets on a quarterly basis to carry out its functions. The Audit Committee is also responsible for recommending the person or persons to be nominated to act as the external Auditor and the remuneration and terms of engagement of the external Auditor The CEO, General Manager, Head of Internal Audit and the Financial Controller may attend the meetings only at the invitation of the Audit Committee The Board will review the performance of the Audit Committee once in every three (3) years. Para Para Para Terms and of the Audit Committee is attached hereto as Appendix B. 5.2 Nominating Committee The Nominating Committee comprises Non-Executive Directors and a majority of the Committee members are appointed from the Independent Directors. Part 4 AA VIII The Nominating Committee will elect an Independent Director from amongst them as its Chairman The Nominating Committee s primary responsibilities include: a) leading the process for Board appointments and making recommendations to the Board. Part b) assessing Directors on an on-going basis. c) annually reviewing the required skills and core competencies of Non-Executive Directors, including familiarization with the Company s operations Duties The Nominating Committee will: / ICSA Annex F a) Be responsible for identifying and nominating for the approval 13

14 of the Board, candidates to fill Board vacancies as and when they arise. b) Evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment of Director. c) Review the time required from a Non-Executive Director. The performance evaluation should be used to assess whether the Non-Executive Director is spending enough time to fulfil their duties. d) Consider candidates from a wide range of backgrounds and look beyond the usual suspects. e) Give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Company and what skills and expertise are needed on the Board in the future. f) Regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes. g) Keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace. h) Make a statement in the annual report about its activities; the process used for appointments and explain if external advice or open advertising has not been used; the membership of the Committee, number of Committee meetings and attendance of members over the course of the year. i) Ensure that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings The Committee will make the following recommendations to the Board: As regards plans for succession for Directors and Senior Management to maintain an appropriate balance of skills on the Board; / ICSA Annex F Para As regards the re-appointment of any Non-Executive Director at the conclusion of their specified term of office; 14

15 Concerning the re-election by shareholders of any Director under the retirement by rotation provisions in the Company s articles of association; Concerning any matters relating to the continuation in office of any Director at any time; and Concerning the appointment of any Director to executive or other office other than to the positions of Chairman and Chief Executive, the recommendation for which would be considered at a meeting of the Board In the event that the Board appoints a new Chairman, the Nominating Committee will be guided by the following principles prior to making recommendations to the Board: Para a) That the Senior Independent Director leads the appointment process. b) That a systematic evaluation be undertaken to identify the skills and expertise required for the role. c) That all short listed candidates be considered with the possibility of obtaining external advice, if necessary. 5.3 Remuneration Committee The Remuneration Committee comprises Non-Executive Directors and a majority of the Committee members are appointed from amongst the Independent Non-Executive Directors. Part 2 XXIV The Remuneration Committee will elect an Independent Non- Executive Director from amongst them as its Chairman The Remuneration Committee s primary responsibilities includes establishing, reviewing and recommending to the Board the remuneration packages of each individual Executive Directors, the Executive Chairman and the Company Secretary. Annex E Part 4 B XXIV The Remuneration Committee is also responsible for recommending the remuneration for the Senior Management and that the remuneration should reflect the responsibility and commitment that goes with it. The fees of the Directors shall from time to time be determined by an ordinary resolution of the Company in general meeting but the remuneration of the executive directors shall from time to time be determined by the Board. The fees payable to Directors shall not Para Article 98 of M&A 15

16 be increased except pursuant to a resolution passed at general meeting when notice of the proposed increase has been given in the notice convening the meeting. The fees payable to nonexecutive Directors shall be a fixed sum and not by a commission on or percentage of profits or turnover and be divisible among the Directors as they may agree, or failing agreement, equally, except that any Director holding office for part only of a year shall be entitled to a proportionate part of a full year s remuneration. 6. REMUNERATION LEVELS OF DIRECTORS 6.1 The Company aims to set remuneration at levels which are sufficient to attract and retain the Directors needed to run the Company successfully, taking into consideration all relevant factors including the function, workload and responsibilities involved, but without paying more than is necessary to achieve this goal. Para The level of remuneration for the CEO and Executive Directors is determined by the Remuneration Committee after giving due consideration to the compensation levels for comparable positions among other similar Malaysian public listed companies. 6.3 Non-Executive Directors are entitled to participate in the Company s Employee Share Options Scheme (ESOS) subject to approval at a General Meeting. Non-Executive Directors who participated in the ESOS are prohibited to sell, transfer or assign the shares within one (1) year from the date of offer of such options. Para 6.30A, 8.21D 6.4 No Director other than the CEO and Executive Directors shall have a service contract with the Company. 6.5 A formal independent review of the Directors' remuneration is undertaken no less frequently than once every three (3) years. 6.6 There is adequate disclosure in the Annual Report with a note on the remuneration of Directors. 7. FINANCIAL REPORTING 7.1 Transparency The Company aims to present a clear and balanced assessment of the Company's financial position and future prospects that extends to the interim and price-sensitive information and other relevant reports submitted to regulators. Part 4 DI 16

17 7.1.2 The Directors ensure that the financial statements are prepared so as to give a true and fair view of the current financial status of the Company in accordance with the approved accounting standards The Company's practice is to announce to Bursa Securities its quarterly financial results as early as possible within two (2) months after the end of each quarterly financial period The Auditors Report shall contain a statement from the Auditors explaining their responsibility in forming an independent opinion, based on their audit, of the financial statements CA S169(15) Para 9.22(1) CA S Company Auditors The Board has established formal and transparent arrangements for considering how financial reporting and internal control principles will be applied and for maintaining an appropriate relationship with the Company Auditors through its Audit Committee The Audit Committee also keeps under review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the Company Auditors. The Company ensures that the Company Auditors do not supply a substantial volume of non-audit services to the Company Appointment of the Company Auditors is subject to approval of shareholders at General Meetings. The Company Auditors have to retire during the AGM every year and be re-appointed by shareholders for the ensuing year. Part 4 D III Part CA S172(1) 7.3 Internal Controls and Risk Management The Company has a well-resourced internal audit function, which critically reviews all aspects of the Company s activities and its internal controls. Comprehensive audits of the practices, procedures, expenditure and internal controls of all business and support units and subsidiaries are undertaken on a regular basis. The Head of Internal Audit has direct access to the Board through the Chairman of the Audit Committee The Board ensures the system of internal controls is reviewed on a regular basis The Audit Committee receives reports regarding the outcome of such reviews on a regular basis. Part 4 D II, 4.14 D.2 17

18 8. GENERAL MEETINGS 8.1 Annual General Meeting (AGM) The Company regards the AGM as an important event in the corporate calendar of which all Directors and key senior executives should attend The Company regards the AGM as the principal forum for dialogue with shareholders and aims to ensure that the AGM provides an important opportunity for effective communication with, and constructive feedback from, the Company's shareholders. Part The Chairman encourages active participation by the shareholders during the AGM The Chairman and, where appropriate, the CEO responds to shareholders queries during the meeting. Where necessary, the Chairman will undertake to provide a written answer to any significant question that cannot be readily answered at the meeting. Part (iii) 8.2 Extraordinary General Meeting (EGM) The Directors will consider requisitions by shareholders to convene an EGM or any other urgent matters requiring immediate attention of the Company. 9. INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION 9.1 The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Company and as such adopts an open and transparent policy in respect of its relationship with its shareholders and investors. 9.2 The Board ensures the timely release of financial results on a quarterly basis to provide shareholders with an overview of the Company s performance and operations in addition to the various announcements made during the year. 9.3 The Company conducts dialogues with financial analysts from time to time as a means of effective communication that enables the Board and Management to convey information relating to the Company s performance, corporate strategy and other matters affecting shareholders interests. 18

19 9.4 A press conference will normally be held after each General Meeting. At this press conference, the Chairman or CEO will give a press release stating the Company s results, their prospects and outline any specific event for notation. All press releases will be vetted by the Corporate Disclosure Manager to ensure that information that has yet to be released to Bursa Securities is not released to the press. 9.5 The Company s website provides easy access to corporate information pertaining to the Company and its activities and is continuously updated. Bursa Malaysia Best Practices in Corporate Disclosure Bursa Malaysia Best Practices in Corporate Disclosure 10. RELATIONSHIP WITH OTHER STAKEHOLDERS In the course of pursuing the vision and mission of the Company, the Board recognises that no Company can exist by maximising shareholders value alone. In this regards, the needs and interests of other stakeholders are also taken into consideration Employees The Board acknowledges that the employees are invaluable assets of the Company and play a vital role in achieving the vision and mission of the Company The Company adopts comprehensive and documented policies and procedures with respect to the following: a) Occupational safety and health with the objective of providing a safe and healthy working environment for all employees; and b) Industrial relations with the objective of managing employees welfare and well-being in the workplace Environment The Board acknowledges the need to safeguard and minimise the impact to the environment in the course of achieving the Company s vision and mission The Company adopts comprehensive and documented policies and procedures as part of its commitment to protect the environment and contribute towards sustainable development The Company supports initiatives on environmental issues. 19

20 10.3 Social Responsibility The Board acknowledges that the Company should play a vital role in contributing towards the welfare of the community in which it operates The Company adopts comprehensive and documented policies and procedures towards responsible marketing and advertising of its products and services The Company supports charitable causes and initiatives on community development projects. 11. COMPANY SECRETARY 11.1 The Board appoints the Company Secretary, who plays an important advisory role, and ensures that the Company Secretary fulfils the functions for which he/she has been appointed. Part The Company Secretary is accountable to the Board through the Chairman of the Board and Committees on all governance matters The Company Secretary is a central source of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company. Para The Company Secretary should advise Directors of their obligations to adhere to matters relating to: a) disclosure of interest in securities b) disclosure of any conflict of interest in a transaction involving the Company c) prohibition on dealing in securities d) restrictions on disclosure of price-sensitive information The Company Secretary must keep abreast of, and inform, the Board of current governance practices The Board members have unlimited access to the professional advice and services of the Company Secretary. Para Part 4 AA XXI 20

21 12. APPLICATION 12.1 The principles set out in this Charter are: a) kept under review and updated as practices on Corporate Governance develop and further guidelines on Corporate Governance are issued by the relevant regulatory authorities; b) applied in practice having regard to their spirit and general principles rather than to the letter alone; and c) summarised in the Annual Report as part of a narrative statement by the Directors on Corporate Governance The Board endeavours to comply at all times with the principles and practices set out in this Charter Any updates to the principles and practices set out in this Charter will be made available on the Company's website. 21

22 Abbreviations Bursa Securities Bursa Malaysia Securities Berhad CA Companies Act, 1965 CC Combined Code on Corporate Governance CEO Chief Executive Officer Independent Director A Director who does not participate in the management of the Company and who satisfies the criteria for independence set out in the Listing Requirements of Bursa Malaysia Securities Berhad Malaysian Code on Corporate Governance Para Paragraph SC Securities Commission s Bursa Malaysia Best Practices in Corporate Disclosure Companies Act, 1965 Combined Code on Corporate Governance Listing Requirements of Bursa Malaysia Securities Berhad Malaysian Code on Corporate Governance 22

23 APPENDIX A DIRECTORS CODE OF ETHICS Board members are required to observe the Directors Code of Ethics as follows: 1. Compliance at all times with this Code of Ethics and the. 2. Observe high standards of corporate governance at all times. 3. Adhere to the principles of selflessness, integrity, objective, accountability, openness, honesty and leadership. 4. Act in good faith and in the best interest of the Company and Group. 5. Not misuse information gained in the course of duties for personal gain or for political purposes, nor seek to use the opportunity of the service as directors to promote their private interests or those of connected persons, firms, businesses or other organizations. 6. Uphold accountability at all times. This includes ensuring that the Company s resources are properly safeguarded and the Company conducts its operations as economically, efficiently and effectively as possible at all times. 7. Board Members should not accept positions on Board committees or working groups where a conflict of interest is likely to arise, without first declaring that interest. 8. Declaration of any personal, professional or business interests that may conflict with directors responsibilities. Guidance on declaration and registration and registration of interests is given in the section entitled Declaration of Interest. 9. Follow the guidelines on acceptance of gifts and hospitality as stated in the section entitled Guidelines on Acceptance of Gifts below. 23

24 Declaration of Interests Subject to the requirements of any acts, rules or regulations that are in force from time to time and in addition to such mandatory requirements, members of the Board are required to notify the Company Secretary changes in the following: 1. Shareholding in the Company and its related corporations, whether direct or indirect; and 2. Directorships or interests in any other corporations. In addition to the above, member of the Board who has a material interest, either directly or through a partner, spouse or close relative, in matters being considered by, or likely to be considered by the Board should declare that interest. Such declarations should describe the interest clearly and state whether it carries direct or indirect financial benefits. This requirement also applies to members of senior management. Relevant interests in this context are as follows: 1. Executive and non-executive directorships of significant shareholdings in or employment by public or private companies likely or possibly seeking to do business with the Company. 2. Ownership or part-ownership of or employment by business or consultancies likely or possibly seeking to do business with the Company. Register of Interests The Code requires that a formal register of interests be established. The register should include details of all directorships and other relevant interest declared by Board Members and members of senior management. The register should be kept up-to-date through an annual survey of members interests, carried out by the Company Secretary. Conduct in Meetings Any Board Member who has a clear and substantial interest in a matter under consideration by the Board should declare that interest at any meeting where the matter is to be discussed, whether or not that interest is already recorded in the register. The Board Member concerned should withdraw from the meeting during the relevant discussion or decision. 24

25 New Directorships Board Members should notify the Chairman before accepting any new directorships in any Public Listed or Private companies which includes an indication of time that will be spent on the new appointment. Membership of Committees Board Members should not accept positions on Board committees or working groups where a conflict of interest is likely to arise, without first declaring that interest. Guidelines of Acceptance of Gifts The following set out guidelines on acceptance of gifts. 1. The conduct of individuals must not create suspicion of any conflict between their position as a member of the Board and any private interest; 2. Board Members acting as such must not give the impression that they have been influenced by a benefit to show favour or disfavour to any person or organisation having dealings with the Company; 3. Board Members must not accept any benefit as an inducement or reward for taking any action (or specifically not taking any action) in their official capacity as a Board Member; and 4. Gifts other than of token value should generally be refused. 25

26 APPENDIX B TERMS OF REFERENCE OF AUDIT COMMITTEE 1. The Audit Committee ( AC ) shall be established to assist the Board in fulfilling its oversight responsibilities. The AC shall review and ensure that the process of assessing risk, control and governance, including operational and financial controls, business ethics and compliance, are properly managed and monitored. 2. COMPOSITION The following requirements are to be fulfilled by the Board in the appointment of the AC from among its members: a. The AC must be composed of no fewer than three (3) members, the majority of whom must be independent Non-Executive Directors. b. The Chairman of the AC shall be appointed by the Board from among the independent Non-Executive Directors and at least one member of the AC must be a member of the Malaysian Institute of Accountants or must have at least three (3) years working experience and; i. must have passed the examination specified in Part I of the 1 st Schedule of Accountants Act, 1967; or ii. must be a member of one of the associations of accountants specified in Part II of the 1 st Schedule of Accountants Act, c. Alternate Directors shall not be appointed as a member of the AC; and subject to any regulatory disqualification, members of the AC shall not be removed except by the Board. d. In the event of any vacancy in the AC, the Board shall within three (3) months fill the same so as to comply with all regulatory requirements. In any event the Board shall review the term of office and performance of the AC and each of its members at least once every three (3) years. 3. MEETINGS AND ATTENDANCE The quorum for all meetings of the AC shall not be less than three (3), a majority of whom shall be Independent Non-Executive Directors. The Chairman shall chair all meetings and in his absence, another Independent Non-Executive Director shall chair it. 26

27 a. Meeting shall be held not less than four (4) times a year and the Group Managing Director, Group Chief Operating Officer and Head of Group Internal Auditor ( GIAD ) shall, by invitation, attend the meetings. Other Management members shall be invited to attend as and when required by the AC. b. The external auditors are normally invited to attend meetings as and when necessary. c. The AC shall meet separately with the internal and external auditors at least twice a year without the attendance of the Management. d. The Company Secretary shall be the Secretary of the AC and shall be the Secretary of the AC and shall provide the necessary administrative and secretarial services for the effective functioning of the AC. The draft minutes shall be circulated to the AC members for comment and the signed minutes shall be tabled at the subsequent Board Meeting. 4. AUTHORITY The Board has empowered the Ac to: a. investigate any activity within the scope of the AC s duties and its terms of reference and shall have full and unrestricted access to any information or documents relevant to the AC s activities; b. obtain independent legal or other professional advice as necessary; c. communicate directly with the external auditors, internal auditors and all employees of the Group; d. have adequate resources to perform its duties as set out in its terms of reference; and e. make recommendations for improvements of operating performance and management control arising from internal and external audit recommendations. 5. RESPONSIBILITIES AND DUTIES The functions of the AC have been expanded to include matters specified in the Malaysian Code on Corporate Governance as follows: a. Risk Management and Internal Control 27

28 Ensure that Management has in place an adequate system of risk management and internal control to safeguard shareholders interests and the Company s assets. b. Financial Reporting Reviewing the annual and quarterly financial results of the Group focusing on, among others, financial disclosures, changes in accounting policies, and practices and compliance with MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and Bursa Malaysia Main Market Listing Requirements. c. Internal Audit In respect of the internal audit function: i. to review the adequacy of the scope, functions, competency, and resources of the GIAD and to assess whether it has the necessary authority to carry out its responsibilities with regards to the annual audit plan; ii. iii. iv. to review internal audit a program and results of the internal audit process and where necessary ensure that appropriate action is taken on the recommendations of the GIAD; to review any appraisal or assessment of the performance of the Head of GIAD as well as approve the appointment or termination of senior staff members of the GIAD; and to discuss any issues from the audits with the Head of GIAD separately without the presence of Management. 6. EXTERNAL AUDIT With regards to external auditors: i. to review and consider the appointment, resignation or termination of external auditors and their audit fee; ii. iii. to discuss with the external auditors, priors to the commencement of audit, the nature and scope of audit and to ensure coordination where more than one audit firm involved; to review the external auditors the audit plan, their evaluation of the systems of internal accounting controls, their audit report and the assistance given by the Company s officers to the external auditors; 28

29 iv. to review the quarterly and year-end annual financial statements before submission to the Board and announcements to the Bursa Malaysia Securities Berhad, focusing particularly on; any changes in accounting policies and practices; significant adjustments arising from the audit; significant and unusual events; the going concern assumption; compliance with MASB Approved Accounting Standards in Malaysia for Entities Other the Private Entities, Bursa Malaysia Main Market Listing Requirements and other legal requirements; to convene meeting at least twice a year on any issues from the audits, with the external auditors separately without the presence of the Management; and v. to review the external auditors Management Letter and Management s response. 7. OTHER RESPONSIBILITIES i. to instruct the external and internal auditors that the AC expects to be advised if there are any areas that require their special attention including major findings of internal investigations and Management s response; ii. iii. iv. to report its activities to the Board in such manner and at such times as it deems appropriate and report to Bursa Malaysia Securities Berhad where the AC is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in breach of Bursa Malaysia Main Market Listing Requirements; to review any related party transactions that may arise within the Company or Group in complying with the Bursa Malaysia Main Market Lsiting Requirements; to review any allocation of share options pursuant to the Employees Share Option Scheme (ESOS) granted to employees in the Group; and v. to consider and examine any other matters as the AC considers appropriate or as instructed by the Board of Directors. 29

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