TIMBERWELL BERHAD

Registration No. 199601014835 ( 387185-W )

Board Charter


1.0 INTRODUCTION

The primary objective of the Company's Board Charter is to set out the roles and responsibilities of the Board of Directors ("Board").

The Board has overall responsibility for overseeing the conduct of the Company’s business, corporate governance, investor relations, risk management practices and internal control.

In carrying out its functions whilst supportive of management, the Board shall discharge its duties and responsibilities vested in it, which include:-

[Refer item 4]
Directors are expected to:


2.0 BOARD SIZE AND COMPOSITION

  1. The Board should comprise individuals with character, experience, integrity, competence and time to effectively discharge their role as company director. The composition and size of the Board is such that it facilitates the making of informed and critical decisions.
  2. The number of directors shall not be less than two (2) and not more than twelfth (12). The appointment of directors shall be recommended by the Nomination Committee and approved by the Board.
  3. At any one time, at least half (1/2) of the Board members are independent directors.
  4. With the assistant from the Nomination & Remuneration Committee, the Board will take into consideration all aspects of diversity (including age, gender, ethnicity, skills, experience, independence and cultural background) and the tenure of each director on the Board [G5.1 of the MCCG]
  5. The Board may appoint a senior independent director to whom shareholders’ concerns can be conveyed if there are reasons that contact through the normal channels of the Chairman of the Board or the Managing Director (“MD”)/Chief Executive Officer (“CEO”) have failed to resolve them.
    The Board shall appoint the senior independent director as the Chairman of the Nomination Committee, unless a better candidate (independent director) is available. [5.8 of the MCCG]
  6. The positions of Chairman of the Board and MD/CEO should be held by different individuals, and the Chairman must be a non-executive director. The Board must comprise a majority of independent directors where the Chairman of the Board is not an independent director.
    In the event that the positions of Chairman of the Board and MD/CEO are held by the same person, the Company shall provide explanation and justification in the Annual Report of the Company.
  7. The Board acknowledges the importance of boardroom diversity and the recommendation of the Malaysian Code on Corporate Governance pertaining to establishment of a gender diversity policy.
    With the assistance from the Nomination Committee, the Board will take into consideration all aspects of diversity (including age, gender, ethnicity, skills, experience, independence and cultural background) and the tenure of each director on the Board when reviewing the Board composition.
    The Board shall endeavour to achieve 30% female directors by 2023 bring in a diversity of perspectives and encourage women participation during Board deliberation and decision-making process. [G5.9 & G5.10 of the MCCG].


3.0 POSITION DESCRIPTION

3.1 CHAIRMAN OF THE BOARD

a. The Chairman provides effective leadership in ensuring the effectiveness of the Board. The Chairman should:

  1. ensure the smooth functioning of the Board;
  2. act as facilitator at meetings of the Board to ensure that no directors, whether executive or non-executive, dominate discussion, that appropriate discussion takes place and that relevant opinion among directors is forthcoming;
  3. inculcate positive culture in the Board;
  4. ensure that all relevant issues are on agenda for Board meeting and all directors are able to participate fully in the Board’s activities;
  5. ensure that the Board debates strategic and critical issues;
  6. set the board agenda and ensure that the Board receives complete and accurate information on a timely basis from management;
  7. lead the Board in establishing and monitoring good corporate governance practices in the Company;
  8. ensure appropriate steps are taken to provide effective communication with stakeholders and their views are communicated to the Board as a whole;
  9. manage the interface between the Board and Management; and
  10. encourage active participation and allowing dissenting views to be freely expressed. [G1.2 / 1.6 of the MCCG]

b. The Chairman of the meeting shall have a second or casting vote in case of equality of votes, except where the quorum is made up of only two (2) Directors or where only two (2) Directors are competent to vote on the question in issue.


3.2 CHIEF EXECUTIVE OFFICER (“CEO”)

a. The CEO should:

  1. be a person of high professional calibre, and unquestionable integrity;
  2. directly responsible for the day-to-day operations of the Company;
  3. familiar with the Company’s performance, the adequacy of internal controls, risk management and compliance with legal requirements as well as current matters and policies affecting the industry in general;
  4. devote full attention and time to his duties and responsibilities and be able to direct and supervise the Company effectively and responsibly; and
  5. at all times exercise professional skill, due care and diligence when performing his functions, exercising his powers or discharging his duties.

b. The key role of a CEO, amongst others, include:

  1. developing the strategic direction of the Company;
  2. ensuring that Board decisions are implemented and Board directions are responded to;
  3. providing directions in the implementation of short and long-term business plans;
  4. providing strong leadership i.e. effectively communicating a vision, management philosophy and business strategy to the employees;
  5. keeping Board fully informed of all important aspects of the Company’s operations and ensuring sufficient information is distributed to Board members; and
  6. ensuring day-to-day business affairs of the Company are effectively managed.

The sound operation of the Company depends critically on its CEO. Thus, he must be able to devote his full attention and time to discharge his duties and responsibilities effectively and diligently.

As the CEO is directly responsible for the day-to-day operations of the Company, he must be familiar with the operations of the Company, the state of internal controls, requirements of regulations, as well as current issues and policies affecting the industry in general. He must also have the necessary knowledge and professional competence in the conduct of the Company’s business.

In the absence of the CEO, the executive director who is fully acquainted with the Company’s affairs, is the person who will be directly responsible for the overall running of the Company.


3.3 INDEPENDENT DIRECTOR

1) An independent director is independent of management and free of any business or other relationships that could materially interfere with or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement, and who otherwise meet the criteria for independence. [ID’s definition of MMLR]

2) The independent directors must give effect to the spirit, intention and purpose of the definition of an independent director which enumerated out in the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).

3) An independent director should:

  1. provide independence judgement, experience and objectivity a without being subordinated to operational considerations to mitigate any possible conflict of interest between the policy-making process and the day-to-day management of the Group.
  2. ensure effective checks and balances on the Board and carry significant weight in the decision-making process of the Board;
  3. constructively challenge and contribute to the development of business strategy and direction of the Company to ensure the interests of all shareholders, and not only the interest of a particular fraction or group, are indeed taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board; and

4) With the assistance of the Nomination Committee, the Board undertakes to assess the independence of the independent directors on an annual basis upon re-appointment or when any new interest or relationship develops.


3.4 Role of the Senior Independent Non-Executive Director

The duties of the Senior Independent Non-Executive Director shall include acting as a sounding board for the Chairman, an intermediary for other Directors when necessary, and the point of contact for shareholders and other stakeholders with concerns which have failed to be resolved or would not be appropriate to be communicated through the normal channels of the Chairman and/or the CEO.


4.0 GENERAL ROLES AND RESPONSIBILITIES

The roles and responsibilities of the Board shall, amongst others, include the following

  • Reviewing the code of conduct of the Group and implementing appropriate internal systems to support, promote and ensure its compliance;
  • Reviewing and adopting a sustainable strategic business development plan for the Group. The Board shall take 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, and ensure that the Company’s sustainability strategies, priorities and targets as well as performance against these targets are communicated to its internal and external stakeholders;
  • Regularly evaluating economic, environmental, social and governance issues and any other relevant external matters that may influence or affect the development of the business or the interests of the shareholders to ensure the Group's strategies promote sustainability;
  • Overseeing the conduct of the Group's business and to evaluate whether the business is being properly managed;
  • Establishing a sound risk management framework to review the procedures of identifying the main risks associated with the Group's businesses, to implement or ratify appropriate systems to manage the risks and to monitor the internal control systems from time to time;
  • Promoting a good corporate governance culture within the Group which reinforces ethical, prudent and professional behavior with the key senior management, including code of conduct and ethics, policies and procedures on anti-corruption, whistleblowing, managing conflict of interest, managing material sustainability risks, and policy on board diversity including gender diversity;
  • Reviewing, constructively challenging and making decision on the investment/ development proposals of the Group and monitoring the implementation of these proposals;
  • Selecting, appointing and evaluating the performance and succession planning of the MD/CEO from time to time through the assistance/guidance of the NRC;
  • Reviewing the procedures for appointment of key senior management and ensuring the succession planning of the key senior management is in place;
  • Establishing an internal audit function which reports directly to the Audit Committee (“AC”);
  • Promoting effective communication and proactive engagements with the shareholders and/or other stakeholders of the Group;
  • Reviewing the adequacy and integrity of the Group’s management information and internal control systems and ensuring there is an adequate group wide framework for co-operation and communication between the Company and its subsidiaries to enable it to discharge its responsibilities including oversight of group financial and non-financial performance, business strategy and priorities, risk management including material sustainability risks, and corporate governance policies and practices;
  • Ensuring all Board members have access to information, advices and appropriate continuing training programmes;
  • Reviewing and approving the Group’s remuneration policies and procedures to attract and retain directors and key senior management;
  • Ensuring there is a formal and transparent corporate disclosure policies and procedures, including but not limited to on anti-corruption and whistle-blowing in identifying and combating illegal, unethical and questionable practices within the Group;
  • Encouraging the usage of information technology when communicating with the Group’s shareholders and/or other stakeholders;
  • Taking reasonable steps to encourage the shareholders' participation and voting by poll at general meetings of the Company/Group;
  • Undertaking an annual assessment on the INEDs; and
  • Ensuring the integrity of the Group’s financial and non-financial reporting.


5.0 BOARD APPOINTMENT

5.1 Nomination

The Company should ensure that the directors and the CEO are of high calibre, sound judgment, high integrity and credibility as they are entrusted by the shareholders to manage and perform effectively

All nominations of candidates for the positions of directors and CEO must be submitted to the Nomination Committee for consideration. The Nomination Committee shall apply the “Fit and Proper” standards as detailed hereunder before recommending the candidates to the Board for approval:-

Age limit

  • In accordance with the Malaysian Companies Act 2016.

Work Experience

  • Have been in senior management position.
  • Good track record of managing a successful and profitable organisation.

Qualifications

  • Degree, Professional qualification or equivalent or with the requisite years of relevant work experience.

Personal Background

  • A person of good character and high integrity and credibility.
  • Not a bankrupt and has never been engaged in deceitful/oppressive/improper business practices.
  • Has not been engaged/associated or had conducted himself in a manner which may cast doubt on his fitness, competence and soundness of judgment.
  • Has not contravened any provision made by or under any written law to be designed for protecting members of the public against financial loss due to dishonesty, incompetence or malpractice.
  • Have not been convicted whether within or outside Malaysia of any offence (other than traffic offence).

Competencies

  • Business acumen
  • Product knowledge
  • Visionary
  • Strategic agility
  • Proven leadership ability
  • Financial knowledge
  • Market and global awareness
  • Compliance and legal awareness
  • IT awareness
  • Human Resource Management skills
  • Understanding and knowledge of sustainability issues that are relevant to the Company and its business [Chapter 5 of Guidelines on Conduct of Directors of Listed Corporations and Their Subsidiaries]

    In identifying the candidates for appointment of Directors, the Board does not solely rely on the recommendations from the existing Board members, Senior Management or major shareholders and shall utilise independent sources to identify qualified candidates. [5.6 of the MCCG]

    The Board should ideally consist of a Chairman and a suitable number of executive and non-executive directors. The position of Chairman and the CEO should be held by different individuals. [1.3 of the MCCG]

Directorship

  • Shall not hold more than 5 directorships in public listed companies.

Directors should notify the Chairman of the Board before accepting any new directorship, including an indication of time that will be spent on the new appointment.

All nominations of candidates for the positions of directors and CEO must be submitted to the Nomination Committee for consideration.

5.2 Re-election

An election of directors shall take place each year contingent on satisfactory evaluation of the director’s performance and contribution to the Board. [5.1 of the MCCG]

All directors are subject to retirement by rotation at least once in every three (3) years and are eligible for re-election.

New Board members will only hold office until the next annual general meeting, and will then be eligible for re-election.

5.3 Retention/ Re-designation of an independent director

The tenure of an independent director should not exceed a cumulative term of nine (9) years. However, upon completion of the nine (9) years, an independent director may continue to serve on the Board subject to the director’s re-designation as a non-independent director.

Upon recommendation of the Nomination Committee, the Board shall justify and seek shareholders’ approval through a two-tier voting process in the event of the Board desires to retain an independent director who has served in a capacity for more than nine (9) years as an independent director. [5.3 of the MCCG

Further, the long serving director is required to declare to the Company/Group annually that he/she complies with the criteria of independence as stated in item 3.3.

6.0 BOARD/MANAGEMENT AUTHORITIES

The Board shall have the authority to approve those transactions and/or activities which are beyond the individual discretionary powers of senior officers or management delegated by the Board as per the approving authority limits stipulated in the relevant policy manuals of respective operating units subject to the provision of the Constitution of the Company.


7.0 BOARD COMMITTEES

a. The Board should establish and delegate certain duties to specialised Board Committees to oversee critical or major functional areas and to address matters, which require detailed review or in-depth consideration before recommend to the Board for approval.

b. The Board has established the following Board Committees which operate within their specific terms of reference:-

i. Nomination and Remuneration Committee

  1. To provide a formal and transparent procedures for the appointment of directors as well as annual assessment of effectiveness of individual directors, Board Committees and Board as a whole and key senior management officers, including a review of the performance of the Board and senior management in addressing the Company’s material sustainability risks and opportunities. [4.4 of the MCCG]
  2. To provide a formal and transparent procedure for developing remuneration policy for directors and key senior management officers, and ensuring that compensation is competitive and consistent with the Company’s culture, objectives and strategy.

ii. Audit Committee
To provide independent oversight of the Company’s financial reporting and internal control system and ensure checks and balances within the Company, and to ensure financial statements comply with applicable financial reporting standards.
To review and assess the performance, suitability and independence of external auditors.

iii. Risk Management Committee
To assist the Board in overseeing the risk management process within the Group, leading the Group’s strategic direction in the management of the Group’s business risks, establishing and implementing a risk management framework and reviewing the effectiveness of the risk management framework.

iv. Executive Committee
To assist the Board in the implementation of significant operational matters for the Company and its subsidiaries, reviewing proposals on acquisition or disposal of assets. The role of Independent Director(s) in the Exco is to provide check and balance to management decision making process.

The Board Committees will deliberate and examine issues in greater detail within their respective Terms of Reference and make their necessary recommendations to the Board, which retains full responsibility.

The Board may also delegate specific functions to ad hoc committees, a Director, employee or other person, as and when required.

Duties and functions of the above-mentioned Board Committees are provided in their respective Terms of Reference.


8.0 BOARD PROCEDURES

  1. The conduct of directors will be consistent with their duties and responsibilities to the Company/Group and, indirectly, to the shareholders of the Group. The Board shall act within any limitations imposed by the provisions of relevant laws and guidelines on its activities;
  2. The Directors shall their best endeavours to attend Board meetings. Directors are expected to participate fully, and constructively in Board discussions decision-making and other activities and to bring the benefit of their knowledge, skills and abilities to the Board;
  3. The Directors who are not able to attend a meeting will advise the Chairman at an earlier date as possible and confirm in writing to the Secretary/Management;
  4. The Board discussions and decision-making shall be open and constructive, recognising that genuinely held differences of opinion could bring greater clarity and lead to better decisions. The Chairman shall seek a consensus of the Board but may, where considered necessary, call for a vote;
  5. All discussions and their record will remain confidential unless there is a specific direction from the Board to the contrary and/or disclosure is required by law or authorities. Subject to legal and regulatory requirements, the Board shall decide the manner and timing of the publication of its decisions;
  6. Directors are expected to strictly observe confidentiality of the Company’s information; and
  7. Directors are required to inform the Board on his/her conflicts or potential conflict of interest that may arise from a business item or transaction. Subject to provisions of relevant laws and guidelines, the Directors shall abstain from deliberation and determination of those matters.


9.0 AUTHORITY

The Board shall within its terms of reference:

  1. have complete, adequate and timely information prior to Board meetings and on an ongoing basis;
  2. have the resources required to perform its duties;
  3. have full and unrestricted access to any information pertaining to the Company;
  4. have the authority to form management / sub-committee(s) if deemed necessary and fit;
  5. have the authority to delegate any of its responsibilities to any person or committee(s) that is deemed fit;
  6. have direct communication channels with employees, senior management personnel and relevant external parties; and
  7. be able to obtain independent professional or other advice.


10.0 MEETINGS & MINUTES

Subject to relevant laws and guidelines, the following should be observed by the Board:

  1. the Board shall meet on a quarterly basis, but in any event, no less than once in every three (3) months, or whenever deemed necessary;
  2. individual directors must attend at least 50% of the Board meetings held in each financial year or such other percentage as may be prescribed by the Listing Requirements;
  3. individual directors must attend at least 50% of the Board meetings held in each financial year or such other percentage as may be prescribed by the MMLR;
  4. the quorum of the meetings shall be met pursuant to the Constitution of the Company;
  5. the Board and Board Committees are allowed to approve resolutions in writing by circulating the resolutions to all members and the Board and/or Board Committees return the duly signed resolutions to indicate their approval;
    The Board may participate in a Board meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the Board meeting can hear each other in accordance with the provisions of the Company’s Constitution. Such participation in a Board meeting shall constitute presence in person at such Board meeting;
  6. Head of the respective division units and relevant management personnel and external independent advisors may attend the Board meetings at the invitation of the Board as and when the need arises;
  7. The Company Secretary or his/her nominee shall be in attendance at each Board meeting and record the proceedings and minute all resolutions, including the names of all attendees of the Board meeting thereat. The Company Secretary shall be responsible for keeping the minutes of Board meetings and circulating them promptly to all Board members and the minutes of Board meetings shall be taken and documented; [G1.5 of the MCCG]; and
  8. Information should be supplied to the directors at least five (5) days prior to the meeting in order for them to discharge their duties.


11.0 GENERAL MEETING / MEETING OF MEMBERS - ANNUAL GENERAL MEETING (“AGM”) - EXTRAORDINARY GENERAL MEETING (“EGM”)

  1. The Board regards the general meeting as an important event in the corporate calendar of which all Directors and key senior management should attend. [13.2 of the MCCG]
  2. The Company regards the general meeting as a principal forum for dialogue with shareholders and aims to provide an important opportunity for effective communication with the shareholders and to receive constructive feedback from them. [13.4 of the MCCG]
  3. The Chairman shall encourage active participation by the shareholders during the general meeting. The Chairman shall inform the shareholders that any resolution set out in the notice of any general meeting, or in any notice of resolution which may properly be moved and is intended to be moved at any general meeting is voted by poll at the commencement of any general meeting. [13.3 of the MCCG]
  4. The Company shall ensure that the conduct of general meetings supports meaningful engagement between the Board, senior management and shareholders. The Chairman and, where appropriate, the MD/CEO shall respond to the shareholders’ queries during the general meeting. The Chairman, where necessary, shall undertake to provide a written answer to any significant question from the shareholders which cannot be readily answered at the general meeting. [13.4 of the MCCG]
  5. The Chairman shall inform the shareholders to share feedback and questions outside of the general meeting by sending email to the Board. [13.4 of the MCCG]
  6. The Company will circulate to shareholders the complete minutes of the general meeting detailing the meeting proceedings including issues or concerns raised by shareholders and responses by the Company no later than 30 business days after the completion of the general meeting. [13.6 of the MCCG]
  7. The Company will leverage technology to facilitate
    • voting including voting in absentia; and
    • remote shareholders’ participation at general meetings.
    The Company will take the necessary steps to ensure good cyber hygiene practices are in place including data privacy and security to prevent cyber threats. [13.3 of the MCCG]


12.0 REMUNERATION OF DIRECTORS

  1. The Company aims to set remuneration at levels which are sufficient to attract and retain the Directors to run the Company successfully, taking into consideration all relevant factors including the function, workload and responsibilities involved, but without paying more than is necessary to achieve this goal.
  2. The remuneration for the executive directors and/or MD/CEO is determined by the NRC after giving due consideration to the compensation levels for comparable positions among other similar industry.
  3. Non-executive directors are entitled to participate in the Employee Share Scheme (ESS) of the Company, subject to the approval at a general meeting. Non-executive directors who participated in the ESS are prohibited to sell, transfer or assign the shares within one (1) year from the date of offer of such options.
  4. All directors shall have a service contract with the Company.
  5. A formal independent review of the directors’ remuneration is undertaken no less frequently than once every three (3) years.


13.0 ASSESSMENT AND TRAINING

  1. The Board recognises the importance of assessing the effectiveness of individual Directors, the Board as a whole and its Board Committees. The Board reviews and evaluates its own performance and the performance of its committees on an annual basis. [6.1 of the MCCG]
  2. On appointment, Directors need to attend induction programme and meeting with senior executives to receive latest information about the Group. [G1.5 of the MCCG]
  3. All Directors must attend and complete the Directors’ Mandatory Accreditation Program pursuant to the MMLR as prescribed by Bursa Malaysia Securities Berhad.
  4. All Directors must abide by the Continuing Education Program requirement pursuant to the MMLR.
  5. The Board or the NRC shall evaluate and determine the training needs of the Board members on a continuous basis.
  6. Training and seminar programs to be attended by the Directors must be relevant and useful in contributing to the effective discharge of their duties as Directors and sustain active participation in the Board deliberations.
  7. All Directors may request training programs on specific subjects to be arranged.
  8. The Board shall disclose in the Annual Report the trainings attended by the Directors.


14.0 DECLARATION OF INTEREST/CONFLICT OF INTEREST

The Directors are required to inform the Board of conflicts or potential conflict of interest that may have in relation to particular items of business, arrangement or transaction. Subject to provisions of relevant laws and guidelines, these Directors shall abstain from deliberation and determination of those matters.


15.0 INDEPENDENT ADVICE

The Directors shall have access to Management for relevant and additional information or seek explanation, as and when required. Upon request of the Board, Management is obliged to supply all relevant information in a timely manner to enable directors to make sound business judgments and discharge their duties effectively and efficiently.

A director of the Company/Group is entitled to seek independent professional advice at the Company/Group's expenses on any matter connected with them in discharging of their responsibilities. Directors may also obtain independent professional or other advice in furtherance of their duties, subject to approval by the Chairman or the Board, depending on the quantum of the fees involved.


16.0 STRATEGIES AND POLICIES

a. Transparency

  1. The Group aims to present a clear and balanced assessment of the Group's financial position and future prospects that extends to the interim and price-sensitive information and other relevant reports submitted to the regulators.
  2. The Directors ensure that the financial statements are prepared so as to give a true and fair view of the current financial status of the Group in accordance with the approved accounting standards.
  3. The practice of the Group is to announce its quarterly financial results as early as possible within two (2) months after the end of each quarterly financial period to Bursa Securities.
  4. The Auditors’ Report shall contain a statement from the External Auditors explaining their responsibilities in forming an independent opinion in accordance with their audits on the financial statements.

b. External Auditors

  1. The Board shall work on the formal and transparent arrangements for considering the application of financial reporting and internal control principles and maintaining a proper relationship with the External Auditors through its Audit Committee.
  2. The Audit Committee shall continuously review the scope and results of the audits performed, the cost of effectiveness and the independence and objectivity of the External Auditors to ensure the External Auditors would not supply a substantial volume of non-audit services to the Group.
  3. Appointment of External Auditors is subject to the approval of shareholders at general meetings. The External Auditors shall retire and subject to re-appointment by the shareholders during the AGM subject to the approval of every year re-appointed by shareholders for the ensuing year.


17.0 REVIEW OF THE BOARD CHARTER

The Company has established channels such as engagement forums or use of electronics means (corporate website and email) to undertake active engagements with the relevant stakeholders for example employees, shareholders, potential investors, and consumers to gain a better understanding of the expectations and concerns (if any) of these stakeholders and the Company’s impact on them. [12.0 of the MCCG]

  1. Shareholders

    • The Board acknowledges the importance of informing the shareholders on all material business matters affecting the Company such as adoption of open and transparent policies in respect of its relationship with its shareholders and investors.
    • The Board ensures the timely release of financial results on a quarterly basis to provide shareholders with an overview of the Company’s performance and operations in addition to the various announcements made during the year.
    • The Company leverages on information technology for effective dissemination of information. The Company’s website provides easy access to corporate information pertaining to the Company and its activities and is continuously updated.

  2. Other Stakeholders

    In the course of pursuing the vision and mission of the Company, the Board recognises that no Company can exist by maximising shareholders value alone. In this regard, the needs and interests of other stakeholders are also taken into consideration.


  3. Employees
    • The Board acknowledges that the employees are invaluable assets of the Company and play a vital role in achieving the vision and mission of the Company.
    • The Company has made effort to provide high quality work, health and safety environment to our employees as well as the Group’s stakeholders. The Group continues to adhere the industry and healthy policy in order to ensure that a safe and healthy working environment is provided to the employees of the Group at all times.
    • Opportunities will be given to the Group’s employees for attending external and on-the-job training to enhance their skills, knowledge and personality.

  4. Environment
    • The Board acknowledges the need to safeguard and minimise the impact to the environment in the course of achieving the Company’s vision and mission.
    • The Company continues promoting environmentally-conscious work practices in order to reduce environmental impact, enhance energy efficiency and to promote recycling wherever possible. The Group complies with the environmental laws and regulations.

  5. Social Responsibility
    • The Board acknowledges that the Company should play a vital role in contributing towards the welfare of the community in which it operates.
    • The Company adopts comprehensive and documented policies and procedures towards responsible marketing and advertising its products and services.
    • The Company supports charitable causes and initiatives on community development projects.

  6. Company’s sustainability risks and opportunities

    The Board will proactively consider sustainability issues such as health and safety, data governance and privacy as well as climate action when it oversees the planning, performance and long-term strategy of the company, to ensure the Company remains resilient, is able to deliver durable and sustainable value as well as maintain the confidence of its stakeholders.

    Management will integrate sustainability considerations in the day-to-day operations of the Company and ensure the effective implementation of the Company’s sustainability strategies and plans.

    The Board and Management will continuously engage and consider the views of its internal and external stakeholders to better understand and manage the Company’s sustainability risks and opportunities. [4.2 of the MCCG]

    The Company’s sustainability strategies, priorities as well as targets and performance against these targets will be communicated to the employees so that they are aware and understand the Company’s approach to sustainability (‘what we do and why we do it’).

    The Company will inform the external stakeholders through the appropriate means such as engagements and company disclosures, this includes how close (or far) is the Company from achieving its targets, and actions the company has or will take to address any gaps. [4.3 of the MCCG]


18.0 BOARD DIVERSITY POLICY

The Board acknowledges the importance of boardroom diversity and the recommendation of the Malaysian Code on Corporate Governance pertaining to the establishment of a gender diversity policy.

The Company adopts a policy of non-discrimination on the basis of race, age, religion and gender. Thus, the Board encourages a dynamic and diverse composition by nurturing suitable and potential candidates equipped with competency, skills, experience, character, time commitment, integrity and other qualities in meeting the future needs of the Company.


19.0 STRATEGIES AND POLICIES

The Board oversees the Company’s Strategies and Policies as a whole. This includes the following and other significant policies recommended under Malaysian Code on Corporate Governance or other laws and regulation governing companies in Malaysia.:-


20.0 REVIEW OF THE BOARD CHARTER

This Charter and the Terms of Reference of each Committee 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 was reviewed by the Board on 23 February 2022.




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