The Board should comprise of qualified individuals with diverse experience, background and perspective to enable them to discharge their duties and responsibilities effectively. The composition and size of the Board is such that it facilitates the decision making of the Company. Pursuant to the Articles of Association of the Company, the Board shall not be less than two (2) directors and more than 15 directors.

At all times the Board shall have a balanced composition of Executive and Non-Executive Directors, with at least half of the Board being Independent Non-Executive Directors.

The basis for the presence of an independent voice on the Board is to ensure that objectivity in decision-making of the Board is achieved and that no single party can dominate such decision-making in the Company.

The Independent Directors provide independent judgment, experience and objectivity without being subordinated to operational considerations. They help to ensure that the interests of all shareholders are indeed taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.

The tenure of an Independent Director shall not exceed a cumulative term of twelve (12) years. Upon completion of the twelve (12) years, an independent director may continue to serve on the board as a non-independent director.

If the board intends to retain an independent director beyond twelve (12) years, it should justify and seek annual shareholders’ approval. If the board continues to retain the independent director after the twelfth (12) year, the board should seek annual shareholders’ approval through a two-tier voting process.

The Board shall appoint a Senior Independent Director (“SID”) who is an intermediary for other directors when necessary and the point of contact for shareholders and other stakeholders. SID will also attend to any query or concern raised by shareholders.

On boardroom diversity, the Board will review the appropriate skills, experience and knowledge required of the Board members, in the context of the needs of the Group. The Board will review its composition and size from time to time to ensure its appropriateness. The Boardroom Diversity Policy is provided in Appendix A.

The Board collectively, and each Director individually, has the rights to seek independent professional advice at the Company’s expense, subject to the approval of the Chairman or in the Chairman’s absence, the Board.

The Nomination Committee shall identify candidates with appropriate skills, experience, knowledge and expertise in order to discharge its mandate effectively and to maintain the necessary mix of expertise to the Board for approval. In identifying candidates for appointment of directors, the Board does not solely rely on recommendations from existing board members, management or major shareholders. The board also utilises independent sources to identify suitably qualified candidates when it thinks appropriate

All newly appointed Directors will be subject to retirement at the next Annual General Meeting and is eligible for re-election.

All Directors shall be subject to retirement by rotation in accordance with the Company’s Constitution. At the Annual General Meeting in every subsequent year one-third (1/3) of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to one-third (1/3) shall retire from office and shall eligible for re-election provide always that each Director shall retire from office at least once in every three (3) years but shall eligible for election.

Newly appointed Directors are expected to declare their time commitment to the Board, and if they sit in other listed corporations as a director, to notify the same to the Board.

The number of directorships in listed corporations held by any Board Member at any one time shall comply with the MMLR,

The Company Secretary shall assist in ensuring that all relevant procedures and compliances are fulfilled relating to the appointment of new Directors.

An Independent Director is independent of management and free of any business or other relationship that could materially interfere with the exercise of unfettered and independent judgement. The Independent Directors help to ensure that the interest of all shareholders, and not only the interest of a particular group, and that all relevant matters and issues are objectively and impartially considered by the Board. The views and opinions of the Independent Directors shall carry significant weight in the Board’s decision-making process.

If, on any matter discussed at a Board Meeting, any Director holding differing views to those of any other Directors, the Board minutes shall clearly reflect this.

The Board undertakes to assess the independence of its Independent Directors upon appointment, annually and when any new interest or relationship develops.

Any Director shall notify the Chairman of the Board before accepting any new directorship. The notification shall include an indication of time that will be spent on the new appointment.

The Chairman shall also notify the Board if he has any new directorship or significant commitments outside the Company.

The Board oversees the business and affairs of the Company and will assume, amongst others, the following duties and responsibilities:

• together with senior management, promote good corporate governance culture within the Company which reinforces ethical, prudent and professional behaviour;
• reviewing, challenge and decide on management’s proposals for the Group and monitor its implementation by management;
• ensure that the overall strategic plans and direction of the Group supports long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability;
• overseeing and evaluating the conduct and performance of the Company and Group;
• ensure there is a sound framework for internal controls and risk management;
• identifying the principal risks of the Company’s business and ensuring implementation of a proper risk management system;
• set the risk appetite within which the board expects management to operate and ensure that there is an appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial risks;
• establishing a succession plan;
• overseeing the development and implementation of a shareholder communication policy for the Company;
• reviewing the adequacy and the integrity of the management information and internal controls system of the Company;
• ensure that the Company’s corporate disclosure are in compliance with the disclosure requirements as set out in the MMLR; and
• ensure the Company has effective, transparent and regular communication with its stakeholders to enable them to make informed decisions with respect to the business of the Group, its policies on governance, the environment and social responsibility.

The following matters shall be reserved the Board’s for determination and/or approval (save to the extent that the Board resolves that determination and/or approval of any such matter shall be delegated to the Committees of the Board or Management):

• corporate plans and programmes;
• annual budgets, including major capital commitments;
• new ventures;
• material acquisitions and disposals of undertakings and properties;
• changes to the management and control structure within the Company and its subsidiaries, including key policies

The Board shall delegate to the Group Managing Director, the authority and power to manage the Company and its businesses within levels of authority specified by the Board from time to time. Group Managing Director may delegate aspects of his or her authority and power but remains accountable to the Board for the Company’s performance and is required to report regularly to the Board on the progress being made by the Company’s business units.

The Board will ensure that its Chairman is a non-executive member of the Board. The roles of the Chairman and Group Managing Director are distinct and separated to ensure a balance of power and authority.

The Chairman is responsible for the overall leadership and efficient functioning of the Board. The key roles of the Chairman, amongst others, are as follows:

• ensure that the Board functions effectively, cohesively and independently of Management
• leading the Board in establishing and monitoring good corporate governance practices in the Company and Group
• leading the Board, including presiding over Board meetings and Company meetings and directing Board discussions to effectively address the critical issues facing the Company, in addition to encouraging active participation from Board members
• promoting constructive and respectful relationship between board members and between board members and management
• ensure that there are effective communication between the Company and/or Group and its shareholders and relevant stakeholders

• developing the strategic direction of the Group
• ensure that the Company and/or the Group’s business is properly and efficiently managed by ensuring that the executive team implements the policies and strategies adopted by the Board and its Committees
• ensuring an effective management team below the level of the Managing Director and to develop an active succession plan
• ensure that the objectives and standards of performance are understood by the Management and employees
• ensure that the operational planning and control systems are in place
• monitoring performance results against plans
• taking remedial action, where necessary

The Board may from time to time establish committees as is considered appropriate to assist in carrying out its duties and responsibilities. The Board delegates certain functions to the following committees with specific terms of reference as set out in the respective Appendices to assist in the execution of its responsibilities:

• Audit & Risk Management Committee (Appendix B)
• Nomination Committee (Appendix C)
• Remuneration Committee (Appendix D)

The Board shall schedule at least four (4) quarterly meetings annually. However, Special Meetings may be convened as required.

The Notice of Board Meeting, full agenda and the comprehensive meeting materials shall be circulated to all Board Members at least 5 business days in advance. Directors are expected to review in advance any such materials in order to facilitate meaningful deliberation during each meeting.

The Company shall provide a fair and reasonable, competitive, remuneration for its executive directors to ensure that the Company attracts and retains high calibre executive directors who have the skills, experience and knowledge to increase entity value to the benefit of all shareholders.

The non-executive Directors will receive a fixed base fee, not by a commission or on percentage of profits/turnover, as consideration for their Board duties. The aggregate amount of directors’ fees to be paid to non-executive directors is subject to the approval of the shareholders at a General Meeting.

In addition to the Mandatory Accreditation Programme as required by the Bursa Malaysia Securities Berhad, the Directors shall continue to update their knowledge and enhance their skills through appropriate continuing education programmes. This will enable Directors to effectively discharge duties and sustain active participation in the Board deliberations.

The Board will assess the training needs of the Directors from time to time and will ensure Directors have access to continuing education programme.

The Board ensures that there is an ongoing process for identifying and managing significant risks faced by the Group. The Board believes that maintaining a sound system of internal control is based on a clear understanding and appreciation of the following key elements:-

• Determining the Company’s level of risk tolerance and activity identified, assessing and monitoring the key business risks to safeguard shareholders’ investments and the Company’s assets;
• Commitment to articulate, implement and review the Company’s internal control systems; and
• Periodic testing of the effectiveness and efficiency of the internal controls procedures and processes to be conducted to ensure that the system is viable and robust.

• Review and appraise the soundness, adequacy and application of the system of internal controls and recommend improvements thereon;
• Ascertain the extent of compliance with established policies, procedures and statutory requirements;
• Appraise the reliability, integrity and usefulness of financial and management information developed;
• Review the controls for safeguarding assets and as appropriate, verify the existence of assets; and
• Indentify ways and opportunities to improve the effectiveness and efficiency of the operations and processes of the Group.

The Company aims to present a clear and balanced assessment of the Company’s financial position and prospects for its financial statements and quarterly announcements to the shareholders, including other price sensitive public reports and reports submitted to regulators.

The Board will ensure that the financial statements are prepared in accordance with the Companies Act and the applicable approved accounting standards set out by the Malaysian Accounting Standards Board so as to present a true and fair view of the state of affairs of the Group.