Board Charter

2.1 The Board composition and size should be such that the members consist of individuals with diverse skills, experiences, backgrounds and perspectives. It should also have an appropriate balance of Executive and Non-Executive Independent Directors to ensure that no individual or small group will dominate decision making process.

2.2 The Board shall have at least 3 directors [Article 110 of Master-Pack’s Constitution] or 1/3 of the Board, whichever is higher, are Independent Directors [Para 15.02(1)(a) of Listing Requirement]. The company must have one woman director in the Board [Para 15.02(1)(b) of Listing Requirement]. If the number of Directors of the Company is not three (3) or a multiple of three (3), then the number nearest to 1/3 must be used [Para 15.02(2) of Listing Requirement]. The Board shall endeavour to have a majority Independent Directors, where applicable.

2.3 In the event of any vacancy in the Board of Directors, resulting in the number of Independent Directors reduced below the 1/3 ratio, the Board of Directors shall within three (3) months of the event, appoint such number of new members as may be required to fulfil the 1/3 independent Board of Directors number[Para 15.02(3) of Listing Requirement].

2.4 Each Director shall retire at least once every three (3) years. They shall be eligible to stand for reelection at the Annual General Meetings upon their retirement. Any new Director who is appointed by the Board shall be subjected to election by the shareholders in the Annual General Meeting held immediately after his/her appointment.

2.5 Independent Directors shall be independent of Management and free from any business or other relationship which could hinder or interfere with the exercise of independent judgement or the ability to act in the best interest of the Group [Para 1.01 of Listing Requirements]

With his or her skills and experience, an Independent Non-Executive Director contributes independent views, advices and recommends on areas relating to policy, strategy, business performance, risk management, internal controls including matters related to corporate governance

A member of the board may only be designated as an Independent Director on fulfilling all the defined terms as stated in the Listing Requirement 1.01 (a) to (h)

2.6 The tenure of an Independent Director shall not exceed a cumulative term limit of twelve (12) years [Para 1.01 of Listing Requirement].

The Board must justify and shall seek shareholders’ approval at the Annual General Meeting through a two-tier voting process, in the event it retains an Independent Director who has served in that capacity for a cumulative period of more than nine (9) years [MCCG Practice 5.3]

The Board may at its absolute discretion, may consider re-designating an Independent Director who has served more than twelve (12) years as Non-Independent Director if so determined that the expertise and experience contributes to the board’s mix of skills as a whole.

2.7 A Director shall be required to inform and consult with the Chairman of the Board before accepting any new / external appointments in other company boards, body or trade association to ensure that there is no conflict of interest with the business and their fiduciary duties as Directors.

2.8 The Board shall practise an open policy to gender, age and ethnic diversity and selects eligible candidates based on key competencies, knowledge and experience. The Nominating Committee when nominating candidates shall endeavour to meet the 30% women on the Board [MCCG Practice 5.9]

2.9 The positions of the Chairman and CEO/ Executive Director are separated and held by 2 different individuals. The separation promotes accountability and facilitates the division of responsibilities between them. The definition of CEO/ Executive Director refers to a person who focuses on the business and day-to-day management of the Company. [MCCG Practice Guidance 1.3].

2.10 The Chairman of the Board should not be a member of the Audit Committee, Nominating Committee or Remuneration Committee. [MCCG Practice Guidance 1.4] The Chairman of the Board should not be involved in these committees to ensure there is check and balance as well as objective review by the board.

2.11 At least half of the Board consist of Independent Directors Board [MCCG Practice 5.2] to ensure Board decisions are made objectively in the best interests of the company taking into account diverse perspectives and insights

3.1 Role of the Chairman

A) The Chairman of the Board is responsible for instilling good corporate governance practices, leadership and effectiveness of the board. [MCCG Practice 1.2]

B) Key responsibilities of the Chairman include – [MCCG Practice Guidance 1.2]

a) providing leadership for the board so that the board can perform its duties responsibilities effectively;
b) lead the board to ensure that the integrity and effectiveness of the governance process of the Board and the creation of an effective corporate governance system, including the establishment of the board and Board Committee charters, a committee structure and familiarisation as well as ongoing education programmes for Directors;
c) leading the board in the adoption and implementation of good corporate governance practices in the company.
d) setting the board agenda with the assistance of the Company Secretary and ensuring that directors receive complete and accurate information in a timely manner; [MCCG Practice 1.6]
e) leading board meeting discussions including the recommendations from the Board Committees in pursuit of Board’s approval or ratification;
f) foster boardroom environment which encourages active participation and allowing dissenting views to be freely expressed;
g) managing the interface between board and management and maintain a positive relationship with the CEO / Executive Director
h) ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the board as a whole.
i) Act as the main representative of the Group at meetings with shareholders and on other occasions where key or major actions are taken or statements are made on behalf of the Company / Group
j) Ensure that general meetings support meaningful engagement between the Board, management and the shareholders [MCCG Practice Guidance 13.4]

3.2 Role of the CEO / Executive Director

A) The CEO / Executive Director is responsible to develop the Group’s objectives and strategies, having regard to the Group’s responsibilities to its shareholders, customers, employees and other stakeholders and ensuring the long-term stability of the business and also sustainability of the Company/ Group.

B) Key responsibilities of the CEO/ Executive Director include:

a) Manage the day-to-day business operations of the Group;
b) Develop and recommend to the Board the medium- and long-term strategies and vision of the Group, the annual business plans, action plans and risk management policies;
c) Implement the strategies, objectives and decision of the Board within the framework of delegated authorities, values and policies of the Group;
d) Ensure the Group’s corporate and business objectives are executed and progress monitored to achieved targets;
e) Ensure effective internal control and governance best practices are deployed within the Group;
f) Lead the conduct of risk assessments, report the assessment results and recommend to the Audit Committee, Sustainability Committee and the Board the management’s action plans in managing the identified risk;
g) Recommend the management structure and operating authority levels which include delegation of responsibilities to the management team;
h) Ensure that the Group remains in compliance with relevant legislations and regulations by conducting reviews and monitoring compliance.

3.3 Role of Senior Independent Director

A) The Board shall appoint a Senior Independent Director whose role and responsibilities are to act as [MCCG Guidance to Practice 2.1]

a) A sounding board to the Chairman;
b) An intermediary for other Directors when necessary;
c) The point of contact for shareholders and other stakeholders;
d) Provide leadership to Independent Directors, including ensuring they received accurate and timely information and have the opportunity to provide meaningful input on the agenda;
e) A point of contact for whistle-blowing, if any.

3.4 Company Secretary

A) The key responsibilities of the Company Secretary include: [MCCG Practice 1.5]

a) Ensuring that the meetings are properly convened, proceedings are minuted including resolutions are properly and accurately recorded and the statutory register is properly maintained at the Registered Office of the Company.
b) Keeping the Board members abreast of the current governance concepts and practices; and advising the Board and its Committees on such issues including compliance with statutory regulations, rules and procedures.
c) Advising the Board on its roles and responsibilities
d) Advising the Board on corporate disclosures and compliance with company and securities law and regulations including Listing Requirement;
f) Ensuring all board members have unrestricted access to the advice and services of the Company Secretary in connection with the affairs of the Company and the Group.
g) Managing processes pertaining to the Annual General Meeting for the shareholders;

B) The Company Secretaries are qualified to act as chartered secretaries in conformance to the Companies Act 2016 [MCCG Practice 1.5]

4.1 All directors should objectively discharge their fiduciary duties and responsibilities at all times in the best interests of the shareholders and other stakeholders.

4.2 All directors must act with integrity, lead by example, keep abreast of his responsibilities as a director in the conduct of business activities and development of the Company / Group. [MCCG Practice Guidance 1.1]

4.3 In order to discharge their role and its fiduciary duties, the Directors, collectively as the Board is responsible for the following :-

A) Strategy and Overall Business Performance

a) the board should set the company’s strategic aims, ensure that the necessary resources are in place for the company to meet its objectives and review management performance. [MCCG Practice 1.1]
b) ensure that the strategic plan of the company supports long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability; . [MCCG Practice Guidance 1.1]
c) review the Group’s strategic direction, annual business plans and overall business affairs including qualitative and quantitative budgetary targets;
d) establish, review policies and adopt measures to monitor the Group’s performance and build sustainable value for its stakeholders;
e) Oversee, monitor and assess the Group’s ongoing performance against budgetary targets. Where necessary, revisions to the budgets are made adjusting to the economic changes and developments in the market/industry or changes in the regulations.

B) Risk Management and Internal Controls

a) Formulating and implementing an effective Risk Management Policy and Framework
b) Comprehensively identifying, analysing and evaluating all types of risks i.e. financial and nonfinancial risks including the risk profile for Environment, Social and Governance (“ESG”).
c) Understanding the principal risks of the Group’s business and recognise that business decisions involve taking the appropriate risks. [MCCG Practice Guidance 1.1]
d) Together with the Audit Committee and Sustainability Committee, determine the risk appetite and risk tolerance level of the Group by actively identifying, analysing, evaluating and monitoring key business risks to safeguard stakeholders’ interests and the Group Assets. [MCCG Practice Guidance 10.1]
e) Monitor and review reports received from the Internal Auditors of potential risks, weaknesses in internal controls and the follow up actions implemented by management.

C) Investor Relations and Shareholders Communications

There is continuous communication between the company and stakeholders to facilitate mutual understanding of each other’s objectives and expectations.

The board ensures there is an effective, transparent and regular communication with its stakeholders. [MCCG Practice 12.1] The Group shall include the following channels of communication with its stakeholders:

a) Prompt release of announcements through Bursa link of material information i.e. quarterly financial results, annual reports, updates and periodic reports of significant events; [Chapter 9 of Listing Requirement]
b) Providing access to information of the company and its activities via corporate website www.master.net.my
c) Annual Report as the main means of communication with the stakeholders on the operations, activities and performance for the financial year under review as well as the corporate governance of the Group;
d) Encouraging active shareholders participation at the Annual General Meetings and any other extraordinary general meetings
e) Providing an opportunity for communication and dialogue with shareholders to foster investor relations. As such all Directors should attend the General Meetings to directly engage with the shareholders.
f) The Chairman of the Board shall represent the Board to communicate with the shareholders, investors as well as in any public relation interviews.

D) Sustainability

a) The Board together with management takes responsibility for the governance of sustainability in the company including setting the company’s sustainability strategies, priorities and targets. [MCCG Practice 4.1]
b) The Board takes into account sustainability considerations or ESG considerations when exercising its duties including among others the development and implementation of company strategies, business plans, major plans of action and risk management. [MCCG Practice 4.1]
c) Formalise, periodically review and oversee the implementation of the Group’s Sustainability Policy in managing the Material Matters of the Group;
d) Oversee the Group’s sustainability and climate change performance against the targets and periodically take action to ensure that performance does not deviate from target.
e) The Board ensures that the company’s sustainability strategies, priorities and targets as well as performance against these targets are communicated to its internal and external stakeholders. [MCCG Practice 4.2]
f) The Board takes appropriate action to ensure they stay abreast with and understand the sustainability issues relevant to the company and its business, including climate-related risks and opportunities. [MCCG Practice 4.3]
g) Reporting on the progress of ESG Material Matters of the Company and the Group which shall be published annually.

E) Corporate Governance

a) Formalise and maintain a standard guidance of ethical standards of behaviour referred to as MasterPack Code of Business Conduct and a Whistle Blowing Policy. This code shall apply to all directors, management and employees of the group and where applicable business associates that have business dealings with the Group. The Master-Pack Code of Business Conduct is published in the company’s website. [MCCG Practice 3.1]
b) Together with senior management promote good governance culture within the Group and ensure high standards of ethics and corporate behaviour in the conduct of business . [MCCG Practice Guidance 1.1] To ease the understanding of the Code of Conduct expected of employees, a Bahasa Melayu edition called the Tatakelakuan Perniagaan as well as Vietnamese edition had been prepared.
c) Committing and adhering to the requirements and guidelines of the Malaysian Code of Corporate Governance as well as the Main Market Listing Requirement of Bursa Securities Berhad. [MCCG Practice Guidance 1.1]
d) A Whistle Blowing Policy and procedures where genuine concerns about possible improprieties in matters of financial reporting, compliance and other malpractices maybe raised without fear of reprisals are in place. Ensuring the secrecy and protection of the whistle-blower. [MCCG Practice 3.2]
e) Formalise and maintain a Master-Pack Anti-Bribery and Anti-Corruption Policy that addresses the objectives, corruption risk management framework and sets standard practices including internal controls in carrying out business operations to comply with MACC Act and other regulatory requirements. [Para 4.3.2(i) of the Guidelines on Adequate Procedures pursuant to subsection 5 of S17A MACC Act 2009]
f) Formalise a Fit and Proper Policy for the appointment and re-election of directors addressing the individual’s character, experience, integrity, competence and time to effectively discharge his/her duties as a member of the Board or Senior Management.
g) Establish an effective risk management and internal control framework. [MCCG Practice 10.1] Provide oversight to ensure the maintenance of a sound and effective system of risk management and internal control.
h) Supervise and assess management performance to determine whether the business is being properly managed. [MCCG Practice Guidance 1.1]
i) Directors are able to understand financial statement and form a view on the information presented. [MCCG Practice Guidance 1.1]

F) Health and Safety

a) The Board together with management take responsibility for the safe and healthy work environment in the Company. [FTSE4GOOD]
b) Reviews the policies and standard operating procedures creating a safe and healthy work place.
c) Reviews reports from the Health and Safety Committee of each subsidiary implementing a safe, healthy and environmentally friendly work practices.

G) Succession Planning

a) Assess the recommendations of the Nominating Committee on appointment, reappointment and removal of Directors. The Nominating Committee is entrusted with the responsibility to nominate and recommend candidates for appointment to the Board. The tenure of each director should be reviewed by the Nomination Committee and annual re-election of a director should be contingent on satisfactory evaluation of the director’s performance and contribution to the board. [MCCG Practice 5.1]
b) Oversee the annual performance evaluation facilitated by the Nominating Committee which evaluates the performance of the individual Board members as well as the Committees as a whole have carried out their duties in connection to the respective Terms of Reference. [MCCG Practice 6.1]
c) Oversee the recommendations by the Remuneration Committee which is entrusted with reviewing and determining the compensation package for the Executive Directors. Whereas the remuneration of the Non- Executive Directors shall be the responsibility of the Board as a whole. [MCCG Practice 7.2]
d) Ensure there are measures in place to provide for the orderly succession of board and senior management; [MCCG Practice Guidance 1.1]
e) Encouraging members of the Board to continually develop and refresh their level of knowledge and skills, to update themselves on the changes in the regulatory, statutory and professional requirements of the Group’s business. ; [Para 15.8 (3) of Listing Requirement]

In addition to the above, a schedule of matters reserved for the Board’s decision is in Appendix A

5.1 The Board has delegated the Nominating Committee to recommend and consider any candidates propose by Directors or major shareholders to sit in the Board and Board Committees. The number of Directors in the Board shall not be less than three (3). [Article 110 of Master-Pack’s Constitution]

5.2 The Committee takes into account the appropriate size of the Board, gender diversity, the skills knowledge, expertise, professionalism, integrity of the potential candidate that he/she will contribute to further strengthen the Board’s existing skill sets and mix.

5.3 The appointment of a new Director to the Board and Board Committees is still a matter for consideration and decision of the whole Board.

5.4 The nominated new Director is required to commit sufficient time to attend the Company’s / Group meetings/ matters before accepting his/her appointment to the Board. In addition, the director must not hold more than 5 directorships in public listed companies in Malaysia [Para 15.06 of Listing Requirement]

5.5 A cooling off period of three years shall be the pre-condition that any officer, adviser, auditor, executive or transacting party of prescribed transactions of the group shall be required to observe before being invited to be appointed to the Board as Independent Non-Executive Director.

Board Committees

5.6 The Board may at any time establish Board Committees as it considers appropriate to assist in carrying out its duties and responsibilities. :- [MCCG Practice Guidance 2.1] The Board appoints and delegates specific functions to various committees. These committees operate under defined roles and responsibilities as set in its Terms of Reference.

The following are Board Committees to assist in execution of its responsibilities

A) Audit Committee
Includes:- [Para 15.12 of Listing Requirement]

a) Oversee the effectiveness of Risk Management and Internal Control framework relating to business operations
b) Evaluation of the External Auditors and Out-sourced Internal Auditors process and performance
c) Oversee the integrity of financial reporting, related party transaction, conflict of interest situations
d) To monitor the implementation of anti-bribery and anti- corruption policies and procedures

The Audit Committee’s roles and functions are narrated in the Terms of Reference of the Audit Committee.

B) Nominating Committee [Para 15.08A of Listing Requirement]

a) Evaluate and recommend any potential candidates propose by Directors or major shareholders to sit in the Board and Board Committees
b) Providing recommendation on the re-election or retention of Directors
c) evaluates the performance of the individual Board members as well as the Committees as a whole have carried out their duties in connection to the respective Terms of Reference.
d) Oversee the training, mentoring needs of Directors to update themselves on the changes in the regulatory, statutory and professional requirements of the Group’s business

The Nominating Committee’s roles and functions are narrated in the Terms of Reference of the Nominating Committee.

C) Remuneration Committee :- [MCCG Practice Guidance 7.2]

a) Reviews and recommends the remuneration package of Executive and Non-executive Directors to attract and retain talent within the Board and Senior Management.

The Remuneration Committee’s roles and functions are narrated in the Terms of Reference of the Remuneration Committee.

D) Sustainability Committee

a) Oversees the implementation of the Group’s Sustainability Policy, sustainability strategies, priorities and targets
b) Periodically reviews and oversees the implementation of the Group’s Sustainability Material Matters
c) Reports to the Board on the progress of E, E, S, G Material Matters of the Company and the Group as well as put forth recommendations where necessary

The Sustainability Committee’s roles and functions are narrated in the Terms of Reference of the Sustainability Committee.

6.1 Meetings shall be held at least four (4) times a year although additional meetings may be called at any time, at the discretion of the Chairman prescheduled meetings for the ensuing year are scheduled in advance so that all Directors are able to plan well ahead for next year’s Board and Committee meetings.

6.2 The quorum necessary of the transaction of business of the Board Meeting shall be two (2) members to constitute a valid meeting.

6.3 Due notice is given of the scheduled meetings and all Board meetings proceedings are minuted by the Company Secretary. The agenda for each Board meeting and papers relating to the agenda items are endeavoured to be disseminated to all directors at least five (5) days before the meeting to provide sufficient time for the Directors to review the said papers. [MCCG Practice 1.6] Exceptions may be made with the unanimous consent of all Directors in exceptional circumstance such as meeting materials that are reasonably expected to have a material effect on the price, value or market activity of the Company’s shares.

6.4 In the event the Board Chairman is unable to be present for the Board meeting, the members who are present at the meeting can appoint any other members among themselves to chair the meeting.

6.5 Any question arising at the Board meeting shall be decided by a majority of votes cast and a determination by a majority of Directors shall for all purposes be deemed approved or passed. In the case of equality in the number of votes, the Chairman of the meeting shall have the second or casting vote except when the quorum is made of only 2 directors who are competent to vote in a meeting, in which event the Chairman shall not have a second casting vote and the resolution in question shall not be carried.

6.6 Decisions of the Board may be made by circular resolution in between scheduled meetings. A resolution in writing, signed by a majority the Directors who are entitled to receive notice of a meeting of Directors, is valid and effectual as if it has been passed at a meeting of the Directors duly convened and held.

6.7 A Director shall not vote in respect of any transaction or arrangement in which he has a direct or indirect interest. The interested director must also ensure that persons connected with him shall abstain from voting on the transaction or arrangement in the Board meeting

6.8 The meeting shall convene in a face-to-face manner. Each director shall commit to attend at least 50% of all Board Meetings and Board Committee Meetings where he/she is a committee member in any financial year. [Para 15.05 of Listing Requirement] If the Director is unable to be present at the meeting venue, his/her participation through video-conferencing or other appropriate means shall be permitted with the approval from the Chairman.

6.9 The Chairman of the Board shall have sole authority over its agenda of Board meetings. Any additional item to the Board agenda maybe requested by any director through the Chairman,

6.10 At each scheduled meeting, the Board shall consider, where applicable:

a) Approving the minutes of the last meeting

b) Reviewing and approving the quarterly announcement and quarterly financial statement

c) Reviewing recommendations by the Audit, Nomination, Remuneration and Sustainability Committees

d) Deciding on Significant Capital Expenditure and Acquisitions

e) Deliberating on Significant divestment and disposal of Group assets

f) Disclosure of dealings by Directors and Principal Officers

g) Board Circular Resolutions

h) Considering contents of Circulars by Bursa Malaysia and Securities Commission

i) Reviewing and approving the chosen business strategy and goals

j) Reviewing propose investment pertaining to diversification from core business activities

k) Review the Business & Sustainability Risk Assessment on a yearly basis

l) Review the propose business expansion into new markets

m) Review and approve the yearly and revised budgets

n) Considering the declaration of dividends

o) Major issues or business opportunities and/or any other matters requiring Board authorisation.

p) Review and update the Group’s policies and procedures in line with the changes in the regulations

6.11 The Company Secretary shall be responsible for recording the minutes of the Board meetings which will be reviewed by the Chairman and shall be circulated to the Board members in a timely manner [the minute write-up to Practice 1.4 Corporate Governance Guide 3rd Edition]

6.12 The minutes of the meeting shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

6.13 All Directors shall ensure that the meeting minutes accurately reflect the deliberations and decisions of the Board or the Board Committees including any dissent, clarification or discussion made and whether any Directors abstained from voting or deliberating on a particular matter. [MCCG Practice Guidance 1.5]

6.14 The Company Secretaries shall be responsible for keeping minutes of the meeting of the Board and Board Committees at the registered office of the Company under its custodian, and the minutes of the meetings shall be open for inspection by any member of the Board.

6.15 All discussion and records of discussions shall remain confidential unless otherwise specified by the Board or where disclosure is required by law. Subject to legal or regulatory requirements, the Board will decide on the manner and timing of the publication of its decisions.

6.16 Senior Management and other individuals such as employees and external advisors may attend the meetings as and when appropriate and only upon invitation by the Board.

7.1 The Nominating Committee has been delegated to carry out the yearly appraisal of each individual Director in terms of personality and working relationship with peers and management, bringing his/her knowledge, experience and contributing to the Committees as well as evaluation of the effectiveness of the Board and Board Committees as a whole. The Nomination Committee will review the results of the evaluation and table a summary of evaluation results to the Board of Directors.

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. The Directors shall state the fact and nature, the character and extent of any office or profession of any property that may duly, directly or indirectly be in conflict with his/her duties as a Director. The Director concerned shall not participate in deliberations and shall abstain from casting his/her votes in any matter arising thereof otherwise as provided for in the Constitution of the Company.

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 involves shall make full disclosure and act honestly in the best interest of the Company.

An actual, potential or perceived conflict of interest shall not necessarily disqualify an individual Director from the Board provided that full disclosure of the interest has been made in good faith and with due honesty.

Review to ensure related party transactions are in accordance with Main Market Listing Requirements of Bursa Malaysia Securities Berhad or approved shareholders’ mandate, where applicable. Related party transactions mean a transaction entered into by the Company or its subsidiaries which involves the interest, direct or indirect, of a related party and shall be reported at each Board Meeting

9.1 The induction procedures of a new board member shall be co-ordinated by both the Executive Chairman and the Executive Director. New board members shall be briefed on the terms of appointment, their duties and obligations and on the operations of the Group. The following shall include in the briefing :-

a) Board Charter
b) Constitution
c) Directors’ roles and responsibilities
d) Board Committees composition and TOR’s
e) Master-Pack Code of Business Conduct
f) Group structure, corporate mission and vision including business strategy and market challenges
g) Latest Annual Reports and Financial Statements
h) Organizations Charts
i) On site visit to plants
j) Any other matters deemed necessary by the Board

9.2 Training is an on-going process and all Directors need to continually develop and refresh their levels of knowledge and skills, to update themselves on the changes to the regulatory, statutory and professional requirements as well as the changing of business risks and environment. In exceptional circumstances, valid justifications for non- attendance of any Director at any training during the financial year shall be
disclosed.

The Nominating Committee shall annually evaluate and recommend to the Board members topics or areas of knowledge in order to improve the existing mix of skills sets. The list of training attended by the directors during the year shall be disclosed in the Annual report and updated in the company’s website.

9.3 All new appointed Directors are required to attend the Mandatory Accreditation Programme Part I under the Listing Requirements of Bursa Malaysia within four (4) months from the date of appointment. He/ She is also required to complete the Mandatory Accreditation Programme Part II within the time specified by Bursa Listing Requirement.

10.1 In discharging the Directors’ fiduciary duties, each member of the Board is entitled to obtain independent professional advice at the cost of the Company. Members of the Board are also given unrestricted access to the Group’s management, company secretaries including access to information, records and properties of the Company/ Group. [ Para 15.04 of Listing Requirement]

The Directors shall discuss with the Chairman prior to engaging an independent third-party advisor and provide notice in writing to the Group Financial Controller and Company Secretary. In the event two or more Directors seek to appoint one or more advisors, the Chairman shall take steps to facilitate discussion to arrive at consensus.

11.1 The Board shall set the remuneration of Directors at a level that is sufficient to attract, retain and motivate Directors, in order to drive the Group’s long-term objective.

11.2 The remuneration for Non-Executive Directors is base on a standard range of fixed fee, with the Chairman of each sub-committee receiving a higher amount in recognition of his/her additional responsibilities. A meeting allowance is paid for attendance at the meetings of the Board and Board Committees as well as general meetings.

11.3 Directors are accorded with Directors and Officers Liability Insurance in respect of any liability arising in the course of discharging their duties as Directors provided that such liabilities were occasioned in good faith and not as a result of negligence, default or breach of duty

This Board Charter established by the Board shall be periodically reviewed and updated by the Board taking into consideration the needs of the Group as well as any development in rules and regulations that may have an impact on the discharge of the Board’s duties and responsibilities.

This Board Charter has been updated and adopted in the Board of Directors Meeting held on 28 February 2025