Board Charter

This Board Charter (“Charter”) formalises the various roles and responsibilities of the Board of Directors of the Company (“Board”), Board Committees and individual Director in discharging their fiduciary and leadership functions.

This Charter serves as a structured guide. It shall not be construed as an exhaustive blueprint by Directors on
corporate governance matters.

INTERPRETATION

“Board Committees” means committees established by the Board from time to time;

“Company Secretary(ies)” means the Board secretary(ies) or the person(s) normally exercising the functions
of a Board secretary;

“Group” means the Company and all its subsidiaries;

“Independent Director” is defined in accordance with Paragraph 1.01 of the Listing Requirements;

“Listing Requirements” means the Main Market Listing Requirements of Bursa Malaysia;

“Management” means the management personnel of the Group; and

“Shareholders” means the shareholders of the Company.

1 ROLE OF THE BOARD AND ITS PRINCIPAL RESPONSIBILITIES

1.1 The Board is collectively responsible for the stewardship of the Group’s business and affairs, setting the Company’s long-term strategic direction and safeguarding interests of the stakeholders.

1.2 The principal responsibilities of the Board are as follows:

a. reviewing and adopting a strategic plan, as developed by Management, that promote sustainability within the aspect of environmental, social and governance;

b. overseeing the conduct of the Group’s business in accordance with its strategic plan and budget;

c. monitoring the performance of Management to ensure sound financial and operational management;

d. identifying principal business risks faced by the Group and ensuring the implementation of appropriate internal controls and mitigating measures to manage such risks;

e. overseeing and review in the identification and management of sustainability matters;

f. overseeing the development and implementation of investor relations and shareholder communication policy;

g. ensuring succession planning are in place for the orderly succession of senior management;

h. reviewing the adequacy and integrity of the Group’s management information and internal control systems, ensuring there is a sound framework of reporting internal controls and regulatory compliance; and

i. overseeing the Group’s adherence to appropriate corporate governance structure and ethical corporate behavior.

1.3 The Board has reserved the following matters, amongst others, for its decision:-

a. appointment and recommendation for removal of Directors

b. appointment and removal of Chief Executive Officer/Group Managing Director, Chief Financial Officer

and Company Secretaries

c. establishment of Board Committees, members and term ofreference

d. recommendation of Directors’ fees to be approved by shareholders

e. approval of strategies and annual budget;

f. approval of annual and quarterly results;

g. material acquisition and disposal of assets not in the ordinary course of business

h. decision on major investment and award of contracts

i. treasury policies and authority levels

j. risk management policies

k. approval of interim dividend and recommendation of final dividend and other distribution for shareholders’ approval

1.4 The Board has adopted a Code of Ethics and has in place a Whistle-Blower Policy.

2 BOARD BALANCE AND COMPOSITION

2.1 The Board shall comprise at least two (2) members or one-third (⅓) of the Board, whichever is higher, who are Independent Non-Executive Directors (“ID”) in accordance with the Listing Requirements.

2.2 The Board also acknowledged that the Malaysia Code of Corporate Governance 2017 called upon companies to have at least half of the board composed of independent directors in order to foster greater objectivity in the board room. However, The Directors, with their diverse professional backgrounds and specialisations, collectively bring considerable knowledge, independent judgments and expertise to the Board. Further, with the current Board composition, there is no disproportionate imbalance of power and authority on the Board between the non-independent and independent directors. Nevertheless, the Board will continue to monitor and review the Board size and composition from time to time.

2.3 The tenure of ID shall be for a cumulative term of nine (9) years since appointment as ID. The ID may continue to serve on the Board beyond the nine (9)-year tenure provided the ID is re-designated as a Non-Independent Director. Where the Board is of the view that the ID can continue beyond the nine (9)-year tenure, it must justify and seek shareholders’ approval. If the board continues to retain the ID after the twelfth year, the board should seek annual shareholders’ approval through a two–tier voting process.

2.4 The Board shall also identify, from amongst its members for inclusion in the Company’s Annual Report, a Senior Independent Non-Executive Director to whom concerns of fellow Directors, shareholders or stakeholders may be conveyed.

2.5 Time Commitment of Directors – The Board and the Audit Committee currently meet four times a year. Additional committee or Board meetings may be called as circumstances warrant during a given year. Thus, each Director is encouraged to commit at least 4 days per year for attending meetings of the Board and its committees either attending in person or via tele-conferencing.

2.6 The respective roles and responsibilities of the Chairman and the Group Executive Director are clearly set up to ensure that there is clear and proper balance of power and authority.

3 ROLES OF CHAIRMAN

The Chairman is responsible for leadership of the Board. In particular, the Chairman is responsible to:–

a) Ensure effective operation of the Board and its committees in conformity with the standards of corporate governance.

b) Ensure effective communication with shareholder and other stakeholders.

c) Ensure orderly conduct and proceedings of the Board, where healthy debate on issues being deliberated is encouraged to reflect an appropriate level of scepticism and independence.

d) Takes the lead to ensure the appropriateness and effectiveness of the succession planning programme for the Board.

e) Ensure that all Board committees are properly established, composed and operated.

f) Support the Executive Director in the development of strategy and to support and advise the Executive Director.

g) Ensure that the performance of the Board, its main committees and individual directors is formally evaluated on an annual basis.

h) Establish a harmonious and open relationship with the Executive Director.

4 ROLES OF EXECUTIVE DIRECTOR

The Executive Director is responsible for leadership of the business and managing it within the authorities delegated by the Board. In particular, the Executive Director is responsible to:–

a) Develop strategy proposals for recommendation to the Board and ensure that agreed strategies are reflected in business.

b) Plan human resourcing to ensure that the Group has the capabilities and resources required to achieve its plans.

c) Develop an organisational structure and establish processes and systems to ensure the
efficient organisation of resources.

d) Primarily accountable for overseeing the day-to-day operations to ensure the smooth an effective running of the Group.

e) Develop and promote effective communication with shareholders and other stakeholders.

f) Develop processes and structures to ensure that capital investment proposals are reviewed thoroughly, that associated risks are identified and appropriate steps taken to manage the risks.

g) Develop and maintain an effective framework of internal controls over risk in relation to all business activities.

h) Ensures that the financial management practice is performed at the highest level of integrity and transparency for the benefit of the shareholders and that the business and affair of the Group are carried
out in an ethical and in full compliance with the relevant laws and regulations.

5 ROLES OF INDIVIDUAL DIRECTORS

Directors are expected to comply with their legal, statutory and equitable duties and obligations when discharging their responsibilities, including:–

a) Acting in good faith and in the best interest of the Group;

b) Acting with care and diligence;

c) Refraining from making improper use of information gained through the position of director and from taking improper advantage of the position of director; and

d) Expecting to comply with their legal and statutory obligations.

6 COMPANY SECRETARY

6.1 The Company Secretary shall be suitably qualified and capable of carrying out the duties required of the post.

6.2 The Company Secretary is expected to provide advice and services to the Directors, as and when the need arises, to enhance the effective functioning of the Board and regulatory compliance.

6.3 The primary responsibilities of the Company Secretary include the following:

a. ensuring that Board procedures and applicable rules are observed;

b. maintaining records of the Board and Board Committees and their respective meetings and ensuring effective management of the Company’s records;

c. preparing comprehensive minutes to document Board and Board Committee proceedings and ensure conclusions are accurately recorded;

d. timely dissemination of information relevant to Directors’ roles and functions and keeping them updated on new or evolving regulatory requirements; and

e. carrying out other functions as deemed appropriate by the Board from time to time.

7 BOARD COMMITTEES

7.1 The following Committees have been established by the Board:

a. Audit Committee

The Audit Committee assists and supports the Board primarily in the area of financial reporting in liaison with the external auditors and the Group’s system of risk management and internal control in liaison with the internal auditors.

Terms of Reference:

(a) Objective

The primary objective of the Audit Committee is to assist the Board in the effective discharge of its fiduciary responsibilities for corporate governance, financial reporting and internal control.

(b) Composition

• The Audit Committee must comprise not less than three (3) members and all members must be Non-Executive Directors, with majority as Independent Directors being directors independent of management free of any relationship that in the opinion of the Board would interfere with the exercise of independent judgment on Audit Committee Members.

• The Chairman of the Audit Committee shall be an Independent Director and is not the Chairman of the Board. In the absence of the Chairman, other members shall amongst themselves elect a Chairman who is also an independent director.

• At least one (1) member of the Audit Committee:

(i) must be a member of the Malaysian Institute of Accountants; or

(ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working experience and:

(aa) he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or

(bb) he must be a member of one of the associations of accountants specified in Part II of
the First Schedule of the Accountants Act 1967; or

(iii) fulfils such other requirements as prescribed or approved by the Exchange.

• Alternate Director is not allowed to become a member of the Audit Committee.

• Any former key audit partner must have observed a cooling-off period of at least three (3) years before one is eligible for appointment as Audit Committee member.

• If the number of members is reduced to below three (3) by reason of resignation, death or for any other reason ceases to be a member with the result that the number of members is reduced below three (3), the Board shall within three (3) months of the event, appoint such number of new members as may be required to fulfill the minimum requirement.

At the request of the Chairman, Directors and employees will be in attendance at the Audit Committee Meetings or for selected agenda items and representatives of the External Auditors and Internal Auditors or person(s) carrying out the internal audit function or activity may also be invited.

(d) Meetings

• The Audit Committee shall meet at least four (4) times a year and the quorum shall be two (2) provided always that majority of the members present must be independent directors.

• At least twice a year the Audit Committee shall meet with the External Auditors without Executive Board members present.

• At least once a year the Audit Committee shall meet with the Internal Auditors or person(s) carrying out the internal audit function or activity without the presence of Management or whenever it deems necessary.

• The Company Secretary shall act as Secretary of the Audit Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it and supported by explanatory documentation to committee members prior to each meeting. The Secretary shall also be responsible for keeping the minutes of meeting of the Audit Committee and circulating them to committee members and to the other members of the Board.

• Unless otherwise determined by the Audit Committee members from time to time, notice of all Audit Committee meetings shall be given and circulated to all Audit Committee members and their alternates by facsimile, electronic mail or other communication modes/equipment. Except in the case of an emergency, reasonable notice of every Audit Committee meeting shall be given in writing. The majority of the Audit Committee members may waive notice of any meeting and any such waiver may be retroactive.

• Audit Committee members may participate in the Audit Committee meeting by means of conference telephone, conference videophone or any similar or other communications by electronic means.

• A person in communication by electronic means with the Chairman and with all other parties to the Audit Committee meeting shall be regarded for all purposes as personally attending such a meeting and shall be counted in a quorum and be entitled to vote but only for so long he has the ability to communicate interactively and simultaneously with all other parties attending the meeting including all persons attending by electronic means.

• A meeting at which one or more of the Audit Committee members attends by electronic means is deemed to be held at such place as the Audit Committee members shall at the said meeting resolve. In the absence of a resolution as aforesaid, the meeting shall be deemed to be held at the place, if any, where a majority of the Audit Committee members attending the meeting are physically present, or in default of such a majority, the place at which the Chairman of the meeting is physically present.

• All business transacted in the manner provided above by electronic means shall be deemed to be validly and effectively transacted at the Audit Committee meeting. All information and documents must be made equally available to all participants prior to or at/during the meeting.

• The minutes of the proceeding shall be sufficient evidence and of the observance of all necessary formalities of the Audit Committee if certified and signed as correct record by the Chairman.

• Questions arising at any meeting of the Audit Committee shall be decided by a majority of votes of the members present, and in the case of equality of vote, the Chairman of the Audit Committee shall have a second or casting vote.

• A resolution in writing signed or approved by all of the Audit Committee shall be valid and effectual as a resolution passed at a meeting of the Audit Committee.

(e) Authority

The Audit Committee is authorized by the Board to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Audit Committee. The Audit Committee shall have unrestricted access to both Internal Auditors or person(s) carrying out the internal audit function or activity and External Auditors and is authorized by the Board to obtain outside legal or other independent professional advice if it considers necessary.

(f) Duties and Responsibilities

The duties and responsibilities of the Audit Committee are as follows:

• To review the quarterly results and year-end financial statements prior to the approval by the Board focusing particularly on:

– the going concern assumption;

– compliance with applicable financial reporting standards and other legal requirements;

– any changes in accounting policies and practices; and

– significant matters highlighted including financial reporting issues, significant judgments made by management, significant and unusual events or transactions, and how these matters are addressed.

• To review the followings with External Auditors and report the same to the Board:

– the audit plan and report;

– evaluation of system of internal controls; and

– problems and reservation arising from interim and financial audits.

• The Audit Committee’s responsibilities in respect of the Internal Audit Function include:

– Approving the appointment and removal of Internal Audit Function service provider.

– Assessing the performance and approving the fees of the Internal Audit Function.

– Reviewing and approving the Internal Audit Charter. The Internal Audit Charter may also be presented to the Board for approval.

– Reviewing and approving the risk-based internal audit plan and the progress of the audit plan and resource plan.

– Ensuring the adequacy of the scope of audit.

– Deliberating on internal audit reports and recommendations raised, and ensuring that Management
implements the recommendations.

– Communicating reports of investigations to the Board, where appropriate.

– Ensuring the Internal Audit Function is sufficiently resourced, qualified, competent, and experienced.

– Ensuring the Internal Audit Function has direct and unrestricted access to information, records, physical properties, and personnel that enables it to effectively carry out its role and responsibilities.

• To monitor related party transactions and conflict-of-interest situations that may arise within the Company or Group.

• To review any letter of resignation from External Auditors, and/or Internal Auditors or person(s) carrying out the internal audit function or activity of the Company or Group, whether there is reason to believe that the Company or group’s External Auditors and/or internal Auditors or person(s) carrying out the internal audit function or activity are not suitable for re-appointment.

• To review any recommendations on the nomination of a person or persons as External Auditors or Internal Auditors or person(s) carrying out the internal audit function or activity.

• To annually assess or evaluate the suitability, objectivity and independence of the External Auditors and Internal Auditors or person(s) carrying out the internal audit function or activity.

• To assess the adequacy and effectiveness of the system of internal control and accounting control procedures of the Company and Group by reviewing External Auditors’ management letter and Management’s response.

• To undertake such other responsibilities as may be agreed by the Audit Committee and the Board.

• To obtain written assurance from the external auditors confirming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.

• To receive and review the report from Risk Management Committee and to meet and sit with the Risk Management Committee whenever the Audit Committee deems necessary.

(g) Review of Composition of Audit Committee The term of office and performance of the Audit Committee and each of the members shall be reviewed by the Nomination & Remuneration Committee (“NRC”) annually to determine whether the Audit Committee and its members have carried out their duties in accordance with the Terms of Reference.

b. Nomination & Remuneration Committee

The Nomination Committee assists the Board on matters relating to the selection and remuneration of Directors and Senior Management.

Terms of Reference:

(a) Composition

– The NRC shall be appointed by the Board from amongst the Directors of the Company and shall comprise exclusively of Non–Executive Directors, majority of whom are independent.

– The Committee shall consist of not less than three (3) members.

(b) Quorum

Two (2) members shall form a quorum for meetings.

The Chairman of the NRC shall be appointed by the Board, who shall be an Independent Director. In the absence of the Chairman of the NRC, the remaining members present shall elect one of their members as Chairman of the meeting.

(d) Secretary

The Secretary to the NRC shall be the Company Secretary.

(e) Meeting and Minutes

• The NRC shall meet at least once a year or at such other times as the Chairman of the Committee
deemed necessary.

• Minutes of each meeting shall be distributed to each member of the Board.

• Question arising shall be decided by a majority of votes. In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote provided that where two (2) members form a quorum, the Chairman of the meeting at which only such a quorum is present, or at which only two (2) members are competent to vote on the question at issue, shall not have a casting vote.

• Unless otherwise determined by the NRC members from time to time, notice of all NRC meetings shall be given and circulated to all NRC members by facsimile, electronic mail or other communication modes/equipment. Except in the case of an emergency, reasonable notice of every NRC meeting shall be given in writing. The majority of the NRC members may waive notice of any meeting and any such waiver may be retroactive.

• NRC members may participate in a NRC meeting by means of conference telephone, conference videophone or any similar or other communications by electronic means.

• A person in communication by electronic means with the Chairman and with all other parties to a NRC meeting shall be regarded for all purposes as personally attending such a meeting and shall be counted in a quorum and be entitled to vote but only for so long he has the ability to communicate interactively and simultaneously with all other parties attending the meeting including all persons attending by electronic means.

• A meeting at which one or more of the NRC members attends by electronic means is deemed to be held at such place as the NRC members shall at the said meeting resolve. In the absence of a resolution as aforesaid, the meeting shall be deemed to be held at the place, if any, where a majority of the NRC members attending the meeting are physically present, or in default of such a majority, the place at which the Chairman of the meeting is physically present.

• All business transacted in the manner provided above by electronic means shall be deemed to be validly and effectively transacted at a NRC meeting. All information and documents must be made equally available to all participants prior to or at/during the meeting.

• The minutes of the proceeding shall be sufficient evidence and of the observance of all necessary formalities of the NRC if certified and signed as correct record by the Chairman.

• A resolution in writing signed or approved by all of the NRC shall be valid and effectual as a resolution passed at a meeting of the NRC.

(f) Functions

• To review regularly the Board structure, size and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary.

• To identify, propose and recommend new nominees as necessary for appointment to the Board of Directors.

• To assess annually the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual Director, including Independent Non–Executive Directors and Group Managing Director. All assessment and evaluations carried out by the NRC in the discharge of all its functions should be properly documented.

• The NRC must review the term of office and performance of an audit committee and each of its members annually to determine whether such audit committee and members have carried out their duties in accordance with their terms of reference.

• To ensure and receive bi-annual Declaration of Independence from individual independent directors
holding the position for more than nine (9) years.

• To recommend to the Board, Directors to fill the seats on various Board Committees.

• To recommend to the Board for continuation (or not) in service of Executive Director(s) and Directors who are due for retirement by rotation.

• To consider candidates for directorships proposed by the Group Managing Director.

• The NRC or Management as authorized by NRC, will orientate and educate new Directors on the nature of the business, its Vision and Mission, current issues within the Company and its corporate strategy, the expectations of the Company concerning input from the Directors and the general responsibilities of Directors.

• To recommend to the Board the appointment of Group Chief Financial Officer and to evaluate the performance of Group Chief Financial Officer as the case may be.

• To establish and review the succession plan including appointment of board members, future Chairman and Chief Executive Officer.

• To review and assist with leadership transfer and development, where necessary training programmes for the Board.

• To review gender diversity on the Board and Senior Management Level.

• To recommend to the Board the framework of the Executive Directors’ remuneration and the remuneration package for each Executive Director, drawing from outside advice as necessary. Executive Directors shall include Group Managing Director and/or Chief Executive Director and shall include Group Executive Director.

• To review Executive Directors’ scope of service contract.

• To review the Group Chief Financial Officer’s scope of service contract.

• To review, approve and recommend to the Board the Senior Management‘s remuneration package as
evaluated and recommended by Group Managing Director and/or Group Executive Director.

• To recommend to the Board the appointment of advisers or consultants as it deems necessary to fulfil its functions.

(g) Reporting Procedure

• The NRC should recommend to the Board, candidates for directorships to the Board including Group Chief Financial Officer. In making its recommendations, the NRC should among other qualities, consider the candidates’:

– skills, knowledge, areas of expertise and experience;

– professionalism;

– integrity; and

– in the case of candidates for the position of Independent Non–Executive Directors, the NRC should also evaluate the candidates’ ability to discharge such responsibilities/functions as expected from Independent Non–Executive Directors.

• All assessments and evaluations carried out by the NRC in the discharge of all its functions should be properly documented.

• The final decision as to who shall be appointed to the Board and various Board Committees shall be the responsibility of the full Board.

• The NRC will not have the delegated power from the Board for final decision of its recommendations but it has the obligation to make its recommendations to the Board for consideration and decision.

• Membership of the NRC is to appear in the Annual Report.

• NRC’s activities are to be disclosed in the Annual Report.

• The remuneration of Executive Directors and Group Chief Financial Officer shall be the responsibility of the full Board after considering the recommendation of the NRC.

• Executive Directors do not participate in discussion on their own remuneration.

• The determination of remuneration packages of Non-Executive Directors, including Non–Executive Chairman is a matter for the Board as a whole.

• The determination of Directors’ fee shall be a matter for the Board as a whole subject to shareholders’
approval at the annual general meeting.

• The level of remuneration should be sufficient to attract and retain the Directors needed to run the Company successfully. The component parts of remuneration should be structured so as to link rewards to corporate and individual performance, in the case of Executive Directors. The level of remuneration should reflect the experience and responsibilities undertaken by the particular non-executive concerned.

• Remuneration Policy and Procedures are to be disclosed in the Annual Report.

(h) Review by the Board

The Terms of Reference of the NRC is reviewed by the Board annually and updated as appropriate.

c. Risk Management Committee

The Risk Management Committee assists the Board on matters relating to the identification of principal risks faced by the Group and continuously reviewing the adequacy of the internal control system to mitigate the risks. The committee have a duty to act and execute in accordance with the Terms of Reference laid down.

(a) The Board recognizes that a Risk Management program must be implemented to ensure that all key risks are identified and managed appropriately and sufficiently.

(b) Risk management practices are embedded in the day-to-day operations of the Group which the Board has established a framework for identifying, evaluating, managing and reporting the significant risks found by the Group.

(c) The Board together with the assistance of the Management Executive Committee, the Risk Management Committee and professionals and advisers such as the Internal Auditors, identify risks as an ongoing process and ensure a continuous risk management arising therefrom.

(d) The Risk Management Committee will then submit an annual report on the overall Risk Management processes to the Board for review through the Audit Committee.

(e) Whilst the Risk Management Committee operates independently and reports directly to the Audit Committee, the adequacy and integrity of the Internal Control System are further assured by the existence of an Independent Internal Audit Function which is outsourced to an independent service provider.

(f) The Internal Auditor regularly evaluates the effectiveness and appropriateness of the entire Risk Management and control structure as directed by the Audit Committee and reports to the Audit Committee. The Audit Committee in turn reports back to the Board of Directors for review on the adequacy effectiveness on Internal Control and Risk Management System.

d. Sustainability Committee

The Sustainability Committee assists the Board on matters relating to impacts of the Group’s operations on economic, environment and social.

Terms of Reference:

The Committee shall have oversight of the requirement for the Group to conduct its business in a responsible manner in relation to its impact to the environment, economic and social aspect. The duties of the Committee are to review the strategies, management processes, initiatives, target and performance of the Group in the following areas:–

I. Health and safety, including the security of assets and employees;

II. Environment;

III. Workplace policies,
including ethnic and gender diversity;

IV. Sustainable development;

V. Responsible and ethical business practice; and

VI. Contribute to a better society within the community that the Group operates.

COMPOSITION

(a) The members of the Committee shall be appointed by the Board and shall be made up of at least three (3) members. The Committee Chairman shall be an independent director appointed by the Board.

(b) In the event of any vacancy resulting in the non–compliance of paragraph (a) above, the Board shall
within three months of that event, appoint such number of new members required to fulfil the minimum requirement.

(c) All members of the Committee, including the Chairman, shall hold office only so long as they serve as Directors of the Group.

(d) The Board shall review the term of office and performance of the Committee and each of its members annually.

AUTHORITY

(a) The Board has constituted the Committee with the authorities necessary to perform the duties set out in these Terms of Reference.

(b) The Committee, within the scope of its assigned duties, is authorised to seek any information it requires from employees, company officials and external parties.

(c) The Committee may engage advisers or otherwise obtain such independent legal or other professional services, as it requires, at the expense of the Company, with prior consent of the Board.

(d) The Committee is authorised to call any employee to attend at a meeting of the Committee as and when required.

QUORUM

(a) A quorum of the Committee shall comprise any two (2) Committee members.

(b) Member of the Committee may attend the meeting in person or participate by other means, including
tele-conference or video conference.

MEETINGS

(a) The Committee shall meet not less than two times a year at appropriate times in the annual review and reporting cycle and otherwise as required.

(b) In the absence of the Chairman, the Committee shall appoint one of the members present to chair that meeting.

(c) The meetings may be attended by representatives and other appropriate persons as determined by the Chairman. No Director or employee shall attend any meeting of the Committee except at the Committee’s invitation specific to the relevant meeting.

MINUTES OF MEETINGS

(a) The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.

(b) Minutes of each meeting shall be kept after each meeting.

(c) Minutes shall be confirmed at the following meeting of the Committee. Confirmed minutes shall be circulated to all members of the Board by the Company Secretary.

REPORTING PROCEDURES

(a) The Chairman of the Committee shall report to the Board on half-yearly basis, on its work in discharging its responsibilities during the year and the outcomes of its formal annual evaluation.

(b) The Committee will review and approve a summary report prepared by the management each year describing the Committee’s work during that year and an annual plan for the upcoming year’s activities, for inclusion in the Group’s annual report.

(c) The Chairman of the Committee (or another Committee member nominated by the Chairman) shall attend the annual general meeting to respond to any shareholder questions on the Committee’s activities.

DELEGATION

(a) The Committee may sub-delegate any or all of its powers and authority as it thinks fit, including, without limitation the establishment of sub-committees from each party to analyse particular issues or themes and to report back to the Committee.

(b) Where appropriate to ensure the ongoing operating efficiency of the Committee, the Committee may delegate responsibility to the Chairman of the Committee to execute decisions on its behalf. In these instances, the Chairman of the Committee would, where appropriate, solicit the views of fellow Committee members.

REVIEW AND EVALUATION

The Committee will undertake an annual formal review of its effectiveness, including the role and responsibilities of the Committee, its organization and effectiveness. This shall include a review of these Terms of Reference.

8 THE BOARD’S RELATIONSHIP WITH SHAREHOLDERS AND STAKEHOLDERS

8.1 The Board shall maintain a communications policy that enables both the Board and Management to communicate effectively with all stakeholders.

8.2 The Board shall arrange for the General Meetings of the Company to be conducted in an efficient manner to enhance shareholder communications. The Board shall also provide timely and relevant information to shareholders and encourage their active participation at the meetings.

9 BOARD PROCEDURES

9.1 Board meetings

9.1.1 Meetings shall be conducted at least on a quarterly basis. The Company Secretary shall prepare and distribute to all Directors in advance a timetable for the meetings for the year.

9.1.2 Except in the event of urgency, seven(7) day notice of every Board meeting will be provided in writing. Notices may be sent via facsimile, electronic mail or by any means of telecommunication.

9.1.3 The Chairman, assisted by the Company Secretary, shall assess the type of information needed to be supplied to the Board and the contents of the agenda.

9.1.4 Resolutions at any meeting of the Directors shall be decided by a majority of votes.

9.1.5 Should matters requiring Board’s decision arise between meetings, such matters shall be resolved through circular resolution which shall be supported by relevant papers setting out details of the subject matter. All such resolutions shall be submitted for confirmation at a meeting of the Board following the passing of the circular resolutions.

9.1.6 The Directors may participate at a meeting of the Directors by means of telephone and video conference or by other means of communication. The physical presence of Director(s) is not compulsory and participation at the meeting in the aforesaid manner shall be deemed to constitute presence in person at such meeting.

9.1.7 A Director shall abstain from deliberation and voting on contracts or proposed contracts or arrangements in which the Director has direct and/or indirect interests.

9.1.8. Board papers are to be circulated timely to provide reasonable time for Directors to consider board papers prior to the meeting.

9.1.9 Proceedings of all meetings and the decisions of the Board are recorded in the minutes of the meeting. The draft minutes shall be tabled at the following meeting for confirmation and signing.

10 ACCESS TO INFORMATION

All Directors shall have unrestricted access to Management and to information pertaining to the Company and its subsidiaries, including access to the Company auditors and consultants, relevant to the furtherance of their duties and responsibilities as Directors of the Company.

11 INDEPENDENT PROFESSIONAL ADVICE

In discharging the Directors’ duties, each member of the Board is entitled to obtain independent professional advice at the Company’s expense with the Chairman’s prior consent.

12 DIRECTORS’ TRAINING

12.1 In addition to the Mandatory Accreditation Programme as required by Bursa Malaysia Securities Berhad, the Directors are required to attend relevant training courses or seminars at periodic intervals to keep themselves updated on developments pertaining to the oversight function of Directors as well as technical matters. The Nomination Committee shall decide on the continuous education training programme for Directors.

12.2 All trainings attended by Directors shall be disclosed in the Annual Report. In the event of non-attendance of any training by Directors, justifications for non-attendance shall also be disclosed.

13 ROLE OF SENIOR INDEPENDENT DIRECTOR

The Board has appointed Mr Felix Wong Kung Chui as the Senior Independent Director to whom concerns pertaining to Group may be conveyed by shareholders and the public.

14 CONFLICT OF INTEREST

14.1 A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the Director’s interest in accordance with the Companies Act, 2016. The Director concerned shall not participate in deliberations and shall abstain from casting votes in any matter arising thereof unless as otherwise provided for in the Companies Act, 2016.

14.2 Should there be an actual, potential or perceived conflict of interest between the Company or a related corporation and a Director, or an associate of a Director such as a spouse or other family members, the Director involved shall make full disclosure (through the Chairman or Company Secretary) and act honestly in the best interest of the Company.

15 DIRECTORS’ REMUNERATION

15.1 Non Executive Directors will be paid a fee for acting as Directors of the Company, subject to approval by shareholders, recommended by Remuneration Committee based on the Company’s Remuneration Framework.

15.2 The remuneration of Executive Directors shall be recommended by the Remuneration Committee with the individual Director concerned abstaining from discussing his individual remuneration. The amount of remuneration payable shall be determined with reference to corporate and individual performance of Directors giving consideration to the compensation level for comparable positions among other similar
companies.

16 BOARD AND MEMBER ASSESSMENT

16.1 The Nomination Committee is entrusted by the Board to review the performance and effectiveness of the Board and Board Committees, including individual Directors, annually, with the assessment report, together with a report on the Board balance covering the required mix of skills, experience and other qualities of Board members for discussion at the full Board.

16.2 The Board shall undertake an assessment of its Independent Directors annually taking into consideration, amongst other, the following criteria:–

· Is not an executive director of the listed issuer or any related corporation of the listed issuer;

· Has not been within the last 2 years and is not an officer (except as a non-executive director);

· Is not a major shareholder;

· Is not acting as a nominee or representative of any executive director or major shareholder;

· Is not a family member of any executive director, officer or major shareholder;

· Has not been engaged as an adviser by the listed issuer; and

· Has not engaged in any transaction with the listed issuer or is not presently a partner, director or major shareholder of a firm or corporation which has engaged in any transaction with the listed issuer.

17 REVIEW OF BOARD CHARTER

The Board shall review and amend it from time to time where appropriate to reflect changing legal, regulatory and business practices.

Revised Mar 2021