1.1 The Executive Committee (“EXCO”) is a committee established by the Board of Timberwell Berhad (“the Company”). The prime function of the EXCO is to assist the Board of Directors (“the Board”) of the Company in, inter alia, developing strategic direction of the Group for Board’s consideration, the implementation of short and long-term business plans including overseeing the operational matters for the Company and its subsidiaries (“the Group”).

2.1 The EXCO shall consist of three (3) members as follows;

1. Independent Non-Executive Director (“INED”);
2. Non-Independent Non-Executive Director (“NINED”); and
3. Chief Executive Officer (“CEO”)

2.2 The role of INED is to act independently to provide check and balance to management decision making and no involvement in the day to day business operation of the Company. Additionally, the involvement of INED in the EXCO is to protect the interest of the minority shareholders.

2.3 The Chairman of the EXCO shall be appointed by the Board.

3.1 The EXCO will report to the Board on the nature and extent of the functions performed by it and may make such recommendations to the Board on the Group’s operational matters in accordance with the discretionary authority limits and matters as it may think fit.

3.2The Board Charter sets out the role, composition and responsibilities of the Board. The EXCO should be familiarise with the Company’s Board Charter and understand the Directors’ fiduciary duties thereafter.

4.1 The EXCO may request members of management to participate in its meetings, as it may deem fit.

4.2 The Company Secretary shall be the secretary of the EXCO or failing which, a representative from the Corporate Services Division of the Company.

5.1 The EXCO to convene its meetings at least once in three (3) months and convene additional meetings as and when necessary. Notice of meetings shall be circulated to the members seven (7) working days in advance.

5.2 Upon request of any members of EXCO, the Chairman of EXCO shall convene special meeting to consider such other matters.

5.3 Decisions of the EXCO shall be by way of unanimous from all EXCO members present at the meeting.

6.1 The quorum for the EXCO meetings shall be three (3) EXCO members, including the Chairman.

7.1 The EXCO shall have the following authority as empowered by the Board:

1. Have the resources required to perform its duties
2. Have full and unrestricted access to any information, records, properties and personnel within the Group.
3. Be able to obtain independent professional advisers or other advisers.

7.2 To engage outsiders with relevant experience and expertise if necessary.

8.1 The EXCO is responsible to review and recommends to the Board for the following under purview:

1. Any Agreement entered by the Group.
2. Any Hire-Purchase and Bank Facility entered by the Group.
3. Proposal to write-off trade and other receivables owing to the Group.
4. Any acquisition, Disposal, or Write off of the any PPE of the Group.
5. Placement of excess funds of the Group to the bank or asset management company.
6. Appointment of service providers for professional or consultancy services for corporate related matters.
7. Review of the relevant Company’s Policies, as and when necessary.

8.2 The EXCO is to receive report on the following matters:

1. Quarterly Cash Flow Statement and Financial Performance of the Group;
2. Quarterly Progress on Plantations;
3. Company’s Annual Budget;
4. Tax Audit or tax related matters
5. Any new business opportunities that allows Company to diversified its business module.

9.1 The confirmed minutes of the meetings of EXCO shall be tabled at the Board Meeting of the Company.

9.2 The Chairman of the EXCO shall report to the Board after each meeting.

9.3 A resolution in writing signed by all the EXCO members shall be valid and effectual as if it had been passed as a meeting of the EXCO duly called and constituted. The expressions “in writing” or “signed” include approval by legible confirmed transmission by email, facsimile or other forms of electronic communications.

The EXCO shall recommend any change to its terms of reference in such manner as the EXCO deems appropriate to the Board for approval. The terms of reference shall be assessed, reviewed and updated when there are changes to the direction or strategies of the Group that may affect the role of EXCO.