Board Charter

Introduction The Board of Directors ("the Board") is committed to ensuring that good corporate governance is practiced throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance shareholder value and the long-term financial performance of the Group.

The Board acknowledged and welcome the implementation towards achieving the objectives of the recommendations of good governance as set out in the Malaysian Code on Corporate Governance 2012 (“the Code”). The Board Charter sets out the principles of the operation of the Board of the Company and to describe the roles, functions and responsibilities of the Board and those functions and responsibilities delegated to management.

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Nomination and Election Process of Board Members

Re-election of Directors In accordance with the Articles of Association of the Company, all Directors who are appointed by the Board are subject to re-election at the next Annual General Meeting immediately after appointment and at least one third (1/3) of the Directors are subject to re-election by rotation at each Annual General Meeting. The Articles of Association also provide that all Directors shall retire at least once in each three (3) years.

Whistle Blowing Policy

The Board of Directors (the Board) is committed to achieving and maintaining the highest standard of work ethics in the conduct of business in line with the code of ethics & conduct and good corporate governance practices, the Company and its subsidiaries (the Group) encourage its employees to report suspected and/or known misconduct, wrongdoings, corruption and instances of fraud, waste, and/or abuse involving the resources of the Group.

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Annual Assessment And Remuneration Policy

The Nominating Committee will carry out annually for assessing the effectiveness of the Board as a whole, the Committees of the Board and for assessing the contribution of each individual Director.

The Performance Sheet on the Board and Board Committees and Individual Peer will be completed by all Directors annually and tabled at the Nominating Committee Meeting.

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Code Of Ethic And Conduct

In line with good corporate governance practices, the Board of Directors (the Board) is committed to create a corporate culture within the Group to operate the businesses of the Group in an ethical manner and to uphold the highest standards of professionalism and exemplary corporate conduct.

This Code of Ethics and Conduct ("Code") sets out the standards which the Directors and Employees of the Group are expected to comply in relation to the affairs of the Company's businesses when dealing with each other, shareholders and the broader community.

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Corporate Disclosure Policy

The Board of Directors (the Board) is committed to provide accurate, clear, timely and complete disclosure of material information pertaining to the Company's performance and operations to shareholders, investors and the public generally.

In formulating this policy, the Company has taken into account the recommendations contained in the Malaysian Code on Corporate Governance (MCCG) 2012 and its disclosure obligations contained in the Listing Requirements of Bursa Malaysia Securities Berhad.

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Sustainability Policy

The Company and its subsidiaries (the Group) are committed to achieving sustainable development and establishing, promoting and maintaining a culture of sustainability and environmental and social responsibilities in all aspect areas.

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Audit Committee Terms of Reference

The Audit Committee is made up of three (3) Independent Non-Executive Directors. The Terms of Reference of the Audit Committee regulates the conduct of the members. The members are empowered to review the financial statements of the Group and deliberate on any audit finding from both the external and internal auditors arising from the Group’s financial statements and any issues raised by the external and internal auditors.

The Committee has full access to both internal and external auditors. These auditors in turn have access at all times to the Chairman of the Audit Committee.

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Nominating Committee Terms of Reference

Composition The Nominating Committee comprised two (2) members all of which are non-executive directors.

Functions The functions of the Nominating Committee shall include the following:
a) recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board.
b) consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and, within the bounds of practicability, by any other senior executive or any director or shareholder.
c) recommend to the Board, Directors to fill the seats on Board Committees.
d) the Board, through the Nominating Committee, should review annually its required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board. This should be disclosed in the Annual Report.
e) the Board should implement a process, to be carried out by the Nominating Committee annually, for assessing the effectiveness of the Board as a whole, the Committees of the Board and for assessing the contribution of each individual Director.
f) training and orientation of directors.
g) in connection with the Remuneration Committee, succession plan for senior officers and key group managers.

Remuneration Committee Terms of Reference

Composition The Remuneration Committee comprise three (3) members, the majority of whom are Non-Executive Directors.

Functions The functions of the Committee shall include the following:
a) to recommend to the Board the remuneration of the Executive Directors in all its forms, drawing from outside advice as necessary. Executive Directors should play no part in decisions on their own remuneration.
b) to recommend to the Board the determination of remuneration packages of Non-Executive Directors, including the Non-Executive Chairman. The individuals concerned should abstain from discussion on their own remuneration.
c) establish a formal and transparent procedure for developing policy on executive directors remuneration and for fixing the remuneration packages of individual Director.
d) disclose in the Annual Report the details of the remuneration of each Director.
e) compensation policies and programme.
f) in conjunction with the Nominating Committee, succession planning for senior officers, key group managers and staff.
g) employee compensation and benefits programme.

Shareholder's Rights relating to General Meeting

The AGM The Annual General Meeting which is held each year (not later than 30 June each year), provides a means of communication with shareholders. A copy of the Annual Report and notice of AGM are sent to all shareholders at least twenty-one (21) days before the AGM. Members of the Board as well as the Auditors of the Company are present to answer questions raised at the meeting.

Each item of special business included in the notice of meeting will be accompanied by a full explanation of the effects of the proposed resolution. Separate resolutions are proposed for substantially separate issues at the meeting.

Shareholders are also informed and invited to attend any Extraordinary General Meetings through circulars and notice of meeting where the Board is available to respond to shareholders’ questions during the meeting.

The Chairman has the responsibility to inform the shareholders of their right to demand a poll vote at the commencement of the general meeting. Where required by regulations, substantive resolutions would be put to vote by poll.

At all times shareholders may contact the Company through the Company Secretary for information.

Corporate Governance Report 2017

Annual General Meeting Minutes