The number of Directors at any one time shall be in accordance with the Article 84 of the Company’s Constitution.

The Board shall review the composition and size of the Board from time to time to ensure its appropriateness.

An Independent Director is one who is independent of management and free from any business or other relationship, which could interfere with the exercise of independent judgement or the ability to act in the best interest of the Company. The presence of Independent Directors provides objectivity and independent judgement to the decision making process of the Board.

The Board shall appoint a Senior Independent Director to whom shareholders’ concern can be conveyed.

3.3.2

The tenure of an Independent Director shall not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, an Independent Director may continue to serve the Board subject to the Director’s re-designation as a Non-Independent Director. If the Board intends to retain an Independent Director beyond nine (9) years, it shall justify and seek annual shareholders’ approval. If the Board further intends to retain the Independent Director after the twelfth (12th) year, the Board shall seek annual shareholders’ approval through a two-tier voting process as set out in the Malaysian Code on Corporate Governance 2017 (“MCCG”).

All newly appointed Directors shall notify the Board his or her existing Directorship in other listed companies.

Each Director shall not hold more than five (5) directorships in listed companies at any one time.

A Director who is employed full-time to run the Company's business and is involved in its management activities is typically known as Executive Directors. They are therefore not independent to the Board. Examples of different categories of Executive Directors are:-

a) Group Managing Director (“GMD”); 
b) Executive Director.

Although the Non-Executive Director is present at Board meetings of the Company, he is not involved in the day-to-day running of business nor the managing of the business generally. He would therefore, normally not be in the office.
Nevertheless, Non-Executive Directors, together with the Executive Directors, play a part in:

a) constructively challenging and helping develop on the Company's strategy; and
b) reviewing and monitoring the performance of management.

The Independent Chairman is responsible for the following:

a) To provide leadership and run the Board effectively in all aspects of its roles with the assistance of the Board Committees and management;
b) To chair and to ensure the efficient organisation and conduct of the Board’s and/or Shareholders’ functions and meetings;
c) To facilitate the effective contributions of all the Directors and senior management personnel; and
d) To promote high standards of integrity, probity and corporate governance in the Group.

The GMD leads the management team and is accountable to the Board for the performance of the Group and his management team. The key roles of the GMD is as follows:

a) To develop and implement corporate strategies for the Group;
b) To bring material and other relevant matters to the attention of the Board in a reliable and timely manner;
c) To manage the Group’s businesses and ensure that operational processes and internal control systems are in place effectively;
d) To lead management and employees and express his clear leadership;
e) To identify business, acquisition/investment opportunities and subsequently execute approved proposals;
f) To develop an organisational structure with the necessary succession planning;
g) To implement Corporate Social Responsibilities initiatives of the Group;
h) To ensure that the Group’s financial reports present a true and fair view of the Group’s financial position and performance and are in accordance with the applicable accounting standards.

The Board shall establish the following Board Committees (“Committees”) to assist the Board in carrying out its duties:

a)Audit Committee;
b)Nomination Committee;
c)Remuneration Committee; and
d)Other ad hoc Committees where appropriates.
 

The Committees shall operate under clearly defined and Board approved terms of reference, and the Committees are therefore authorized by the Board to deal with specific areas delegated to them within their respective terms of reference. 

All Directors are encouraged to attend and participate in every Board Meeting held. Agenda of the meetings are to be clearly set out and distributed together with other Board papers at least seven (7) days prior to the meetings. These allow each Director to have sufficient time to seek further information and clarification from the fellow Directors, senior management or external consultants where necessary.

The Board may invite other senior personnel or external consultants to brief or advise the Board in the meetings.

The Board shall ensure that the financial statements are prepared in accordance with the Companies Act, 2016 in Malaysia and applicable financial reporting standards so as to give a true and fair view of the Company’s and Group’s financial position, financial performance and cash flow position.
 

Remuneration of the Executive Directors shall be assessed against individual director’s scope of duties and responsibilities and the financial performance of the Group for the financial year.

Remuneration of the Independent Directors shall commensurate with the quality of their contributions and level of responsibilities undertaken by them on individual basis.

The Board shall assess the training needs of its Directors from time to time.

The management is responsible for providing the Board with the required information in an appropriate and timely manner. The GMD, assisted by the Company Secretary, assesses the type of information required to be provided to the Board. If the information provided by the management is insufficient, the Board will make further enquiries where necessary to which the persons responsible will respond as fully and promptly as possible.

A full agenda and comprehensive Board papers are circulated to all Directors well in advance of each Board meeting.

Amongst others, the Board papers include the following:

a)Quarterly financial report of the Company;
b)Minutes of meetings of all Committees of the Board;
c)A current review of the operations of the Company;
d)Reports on Related Party Transactions;
e)Directors' and Substantial Shareholders' share-dealings; and
f) Annual Management Plans/Budget reports.

Minutes of each Board meeting are kept by the Company Secretary and are available for inspection by any Director during office hours.

The Company Secretary is a central course of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company.

The Company Secretary should advise Directors of their obligations to adhere to, among others, matters relating to:

a) Support the Board and Board Committees;
b) Update and advise the Board and its Committees on the Companies Act 2016, Company’s Constitution, MCCG and compliance with the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”);
c) Maintenance of statutory records; and
d) Remind the Directors and principal officers of the closed period for trading in the Company’s securities;
e) Ensure the quarterly financial results and all other relevant announcements are released to Bursa Securities on a timely basis. 

Where necessary, the Board and its members may seek independent professional advice and information in the furtherance of their duties at the Company’s expense, so as to ensure the Directors are able to make independent and informed decisions.
 

The Board shall place great importance in ensuring the high standards of transparency and accountability in its communication to shareholders, as well as to potential investors, analysts and the public. The shareholders shall be informed of all material matters affecting the Company and Group.

The ways of communication to shareholders and investors, amongst others, are as follows:-

a) timely announcements and disclosures made to the Bursa Malaysia Securities Berhad, which includes quarterly financial results, material contract awarded, changes in the composition of the Group and any other material information that may affect investors’ decision making;
b) issuance of Company’s annual reports;
c) holding Annual General Meeting and Extraordinary General Meeting with shareholders;
d) holding or attending to press conference or interview;
e) participating in institutional investors’ forums; and
f) publishing corporate information on the Company’s official websites.

The Board shall ensure that an Investor Relation and Communication Policy is in place to effectively govern the manners the Company deals with its shareholders.