INTRODUCTION

The Board Charter sets out the roles and responsibilities of the Board, Board Committees and Management, Board procedures and matters reserved for the Board and it serves as a guide for the Directors and Management. The clauses in the Board Charter do not overrule or pre-empt the statutory requirements and other relevant statutes, but they shall form an integral part of each Director’s duties and responsibilities.

The Board Charter is applicable to all Directors of the Company and, amongst other things, provides that all Directors must avoid conflicts of interest between their private financial activities and their part in the conduct of company business.

This Board Charter incorporates the Principles and Practices of the Malaysian Code on Corporate Governance (updated on 28 April 2021) (“MCCG”) as considered appropriate, Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) on corporate governance, certain aspects of the Company’s Constitution and relevant portions of the Companies Act 2016 (“CA2016”) in so far as the duties and responsibilities of Directors are concerned.

OBJECTIVES

• to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good corporate governance are applied in all their dealings in respect, and on behalf of the Company.

• serve as a source of reference and primary induction literature to provide insights to existing and prospective Board members in their performance and discharge of their fiduciary duties and responsibilities.

• to assist the Board to provide strategic guidance to the Company and effective oversight of its Management.

THE BOARD

Board Composition and Board Balance

• The Constitution of the Company provides for a minimum of two (2) and a maximum of twelve (12) Directors. At any one time, at least two (2) directors or one-third (1/3) of the Board, whichever is higher, shall be Independent Directors.

• The size and composition of the Board should be diversified with a broad range of perspectives, expertise, experience and skills that will be able to contribute positively towards effective decision-making and discharge of its roles and responsibilities for the benefit of the Group and its businesses.

Appointments and Re-elections of Directors

The Nomination Committee (“NC”) is responsible for identifying and nominating suitable candidates for appointment to the Board for approval, either to fill vacancies or as an addition to meet the changing needs of the Company.

In identifying candidates for appointment of Directors, the Board does not solely rely on recommendations from the existing Board members, the Management or major shareholders. The Board shall endeavour to utilise independent sources (e.g. directors’ registry and open advertisements or use independent search firms) to identify suitably qualified candidates. If the selection of candidates was based on recommendations made by existing Directors, Management or major shareholders, the NC should explain why these source(s) suffice and other sources were not used.

The appointment of a new Director is a matter for consideration and decision by the Board upon appropriate recommendation from the NC.

In making the evaluation, the NC and the Board will consider based on objective criteria, merit and with due regard for the required mix of skills, character, experience, integrity, competence, time commitment, diversity and other qualities, where appropriate.

In accordance with the Company’s Constitution, all Directors who are appointed by the Board may only hold office until the following Annual General Meeting (“AGM”) subsequent to their appointment and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are required to retire by rotation at that AGM. The Board should ensure the shareholders have the information they require to make an informed decision on the appointment and re-appointment of a Director.

The Company’s Constitution also provides that one-third (1/3) of the remaining Directors be subject to re-election by rotation at each AGM provided always that all Directors including the Managing Director shall retire from office at least once every three (3) years but shall be eligible for re-election.

Directors’ Fit and Proper Policy

The Directors’ Fit and Proper Policy serves as a guide to the NC and the Board in their review and assessment of candidates that are to be appointed to the Board as well as Directors who are seeking election or re-election.

In assessing a person’s level of fitness and propriety, the Board via the NC, shall consider the overarching criteria that listed in the Directors’ Fit and Proper Policy.

The Directors’ Fit and Proper Policy is available on the Company’s website.

Independence

An Independent Director means a director who is independent of the management and free from any business or other relationships which could interfere with the exercise of independent judgement or the ability to act in the best interests of the Company. Without limiting the generality of the foregoing, an Independent Director is one who:

is not, and has not been within the last 3 years, an officer of the any related corporation of the Company (each corporation is referred to as “said Corporation”). For this purpose, “officer” has the meaning given in section 2 of the CA2016 but excludes a director who has served as an independent director in any one or more of the said Corporations for a cumulative period of less than 12 years;

is not a major shareholder of the said Corporation;

is not a family member of any executive director, officer or major shareholder of the said Corporation;

is not acting as a nominee or representative of any executive director or major shareholder of the said Corporation;

is not acting as a nominee or representative of any executive director or major shareholder of the said Corporation;

has not been engaged as an adviser by the said Corporation under such circumstances as prescribed by the Bursa Securities, or is not presently a partner, director (except as an independent director) or major shareholder, as the case may be, of a firm or corporation which provides professional advisory services to the said Corporation under such circumstances as prescribed by the Bursa Securities;

has not engaged in any transaction with the said Corporation under such circumstances as prescribed by the Bursa Securities, or is not presently a partner, director or major shareholder, as the case may be, of a firm or corporation (other than subsidiaries of the applicant or listed issuer) which has engaged in any transaction with the said Corporation under such circumstances as prescribed by the Bursa Securities.

has not served as an independent director in any one (1) or more of the said Corporations for a cumulative period of more than 12 years from the date of his first appointment as an independent director.

The tenure of an Independent Director may exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, an Independent Director may continue to serve on the Board subject to his re-designation as a Non-Independent Director. In the event the Board intends to retain the Independent Director beyond nine (9) years, the Board should justify and seek annual shareholders' approval through a two-tier voting process as described in the MCCG, upon the recommendation from the NC.

Such Independent Director shall continue to act as a Director and to be re-designated as a Non-Independent Director if the abovementioned shareholders’ approvals are not obtained.

Other Directorships

As per Paragraph 15.06 of the MMLR of Bursa Securities, a Director of a listed issuer must not hold more than five (5) directorships in listed issuers. Any Director is, while holding office, at liberty to accept other Board appointment(s) in other companies so long as the appointment is not in conflict with the Company's business and does not affect the discharge of his duty as a Director of the Company.

In line with best corporate governance practices, the Board should set out expectations on time commitment for its members and protocols for accepting new directorships in other companies. In this instance, Board members are expected to achieve at least 50% attendance of total Board Meetings in any applicable financial year.

Directors’ Remuneration

The remuneration of the Directors (both Executive and Non-Executive) is subject to review and recommendation by the Remuneration Committee (“RC”).

The Board shall determine the remuneration of Executive Directors and Non-Executive Directors taking into consideration the recommendations of the RC. The Executive Directors concerned play no part in the decision on their own remuneration. The remuneration of the Non-Executive Directors is a matter for the Board as a whole, with individual Directors abstaining from discussion of their own remuneration.

The total amount of Directors’ fees and benefits payable to the Directors is subject to annual shareholders’ approval at a general meeting.

Directors’ Training and Continuing Education

All newly appointed Directors must complete the Mandatory Accreditation Programme (MAP) as required by Bursa Securities and undergo the Company’s orientation and education program for new Directors. The orientation will be facilitated by the Management, to provide new Directors with overview of the Company’s vision and mission, nature of business, aspirations and current plans.

All Directors are encouraged to attend relevant external training sessions, seminars, forums and conferences, particularly on corporate ethics and integrity matters, risk management, the latest development or changes in statutes, relevant regulatory requirements and corporate governance practices, etc. that are conducive to discharging their roles, functions and duties effectively.

The Board, assisted by the NC, shall evaluate and determine the training needs of its Directors on an on-going basis by determining areas that would best strengthen their contribution to the Board.

Diversity

The Board recognises that board diversity is an essential element contributing to the sustainable development of the Company and does not discriminate on the basis of ethnicity, age, gender, nationality, political affiliation, religious affiliation, marital status, educational background or physical ability.

In making recommendations for suitable candidates, the NC shall consider the following: -

• Qualifications;

• Mix of skills;

• Background and character;

• Experience;

• Integrity and professionalism;

• Competence;

• Functional knowledge;

• Time commitment;

• In the case of candidates for the position of Independent Directors, whether the test of independence under the MMLR of Bursa Securities is satisfied.

ROLES OF THE BOARD AND DIRECTORS

Roles

The roles of the Board and Directors are to:-

Oversee management, represent and serve the interests of shareholders by overseeing and evaluating the Company's strategies, policies and performance;

Oversee business affairs and integrity, monitor the Group's performance and build sustainable value for shareholders in accordance with any duties and obligations imposed on the Board by law and the Company's Constitution and within a framework of prudent and effective controls that enable risks to be assessed and managed;

Set, review and ensure compliance with the Company’s values; and

Ensure shareholders are kept informed of the Company’s performance and major developments affecting its state of affairs.

Duties and Responsibilities of the Directors

The Director shall at all times exercise his/her powers for a proper purpose and in good faith in the best interest of the Company and the Group and shall act with integrity, lead by example, keep abreast of his/her responsibilities as a director and of the conduct, business activities and development of the Company. The Director shall also act honestly and use reasonable care, skill and diligence in the discharge of the duties of his/her office and shall not make use of any information acquired by virtue of his/her position to gain directly or indirectly an improper advantage for himself/herself or for any other person or to cause detriment to the Company and the Group.

In line with Guidance No. G1.1 of the MCCG, the Board has the following key responsibilities: -

together with the Key Senior Management, promote good corporate governance culture within the Group which reinforces ethical, prudent and professional behaviour;

review, challenge and decide on the Management’s proposals on matters for the Company including corporate strategy, business plan and budget, and monitor the implementation by Management;

ensure that the strategic plans of the Group support long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability;

oversee the conduct of the Group’s business to evaluate and assess management performance to determine whether the business is being properly managed;

ensure there is a sound framework for internal controls and risk management;

assess and identify the principal risks of the Group’s business in recognition that business decisions involve the taking of appropriate risks;

set the risk appetite within which the Board expects the 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;

ensure that Key Senior Management has the necessary skills and experience, and there are measures in place to provide for the orderly succession of the Board and Senior Management;

ensure that the Group has in place procedures to enable effective communication with stakeholders;

ensure the integrity of the Company’s financial and non-financial reporting;

review and approve succession planning, including appointing, training, compensating and where appropriate replacing the Board members and Key Senior Management;

ensure the Management develops and implement investor’s relations programme and shareholder’s communication policy for the Group; and

Perform such other functions as prescribe by laws, rules and regulations.

Matters Reserved for the Board

The matters which are specifically reserved for the Board include the following:-

approval of strategic directions/corporate plans;

approval of annual budget or business plan;

approval of unaudited quarterly financial results and audited annual financial statements;

appointment of new Directors, Board Committee members, Executive Chairman, Managing Director and other Key Senior Management positions and the Company Secretary(ies);

succession planning, including where appropriate, replacing Executive Chairman, Managing Director and Key Senior Management personnel;

establishment of Board Committees, their membership and delegated authorities;

approval of major capital expenditures, acquisitions and divestitures and monitor capital management, in excess of authority levels delegated to Management;

declaration of dividends;

recommendation to shareholders for approval of the remuneration for Directors including fees, allowances, and benefits-in-kind;

related party transactions and capital financing; and

any matters and/or transactions that fall within the ambit of the Board pursuant to the CA2016, MMLR of Bursa Securities, Company’s Constitution, Terms of Reference (“TOR”) of respective Board Committees or any other applicable laws.

Individual Director

Every Director must, in the performance of his/her duties as a Director:-

at all times act not only in good faith and honesty, but also in the best interests of the Company and promote for the Company’s success for all its shareholders as a whole by exercising independent judgement with reasonable care, skill and diligence, whilst having regard to, among other matters, the interests of employees, the fostering of business relationships with customers, suppliers and others, and the impact of the Group’s operations on the communities in which the business operates and the natural environment.

take an active interest in the Group’s affairs, obtain a general understanding of its business and follow up anything untoward that comes to his/her attention.

only exercise powers (such as the power to delegate) in accordance with the terms for which the Director is granted and for a proper purpose, and act in accordance with the Company’s Constitution.

ensure that the Group complies fully with the relevant rules, regulations and laws.

help set the Group’s values and standards, and ensure that the Company’s obligations to its customers, shareholders, finance providers, regulators and others are understood and met.

shall not make use of any information acquired by virtue of his/her position to gain directly or indirectly an improper advantage for himself/herself or for any other person or to cause detriment to the Company.

shall at all times avoid conflicts of interest and shall as soon as practicable after the relevant facts have come to his/her knowledge, declare the nature of his/her interest (direct or indirect) in a proposed transaction or arrangement with the Company at a meeting of the Directors of the Company. Every Director shall give notice to the Company of such events and matters relating to him/her as may be necessary or expedient to enable the Company and its officers to comply with the requirements of the CA2016.

Chairman

The Chairman is appointed from amongst the Directors as approved by the Board. The majority shareholder may nominate the Chairman.

The Chairman carries out a leadership role in the conduct of the Board and its relations with the shareholders and other stakeholders. The key responsibilities as a Chairman, include but not limited to the following:-

leads the Board in discharging its duties and responsibilities.

reviews and endorses the agenda of the Board Meeting prior to the issuance of the same to the other Directors, for each scheduled Board Meeting.

leads the conduct of the Board Meetings and initiates discussion within the Board.

stimulates participation and sharing of views and ideas from different perspectives by the Directors and ensures all views will be taken into consideration during the decision-making process by the Board.

acts as the intermediary between the Board and the Management by coordinating smooth communication flow between both parties.

chairs the general meetings of the Company.

communicates the views from the stakeholders to the Board as a whole, for consideration or improvement.

leads the Board to ensure compliance with all relevant laws and regulations, and to the best of their effort, promote and implement good governance practices within the organisation.

Performs other responsibilities assigned by the Board from time to time.

Managing Director

In essence, the Managing Director are the conduit between the Management and the Board in ensuring the success of the Company’s human resources, financial management and governance function. The Managing Director are responsible for the effective implementation of the Group’s human resources plan and policies established by the Board as well as to oversee the financial conduct of the business to ensure its smooth and efficient operations.

The responsibilities of the Managing Director include, but are not limited to the following: -

to ensure the efficient and effective day-to-day management of the Company with all powers, discretions and delegations authorised by the Board;

to establish and implement the strategic direction of the Company as approved by the Board;

to make recommendations to the Board relating to the business and operations of the Company;

to identify and to ensure all material matters affecting the Company are brought to the attention of the Board; and

(v) to carry out any other duties and responsibilities as assigned by the Board of Directors from time to time.

(3) In discharging the above responsibilities, the Managing Director can delegate appropriate functions to any member of Key Senior Management, who shall report to the Managing Director.

Non-Executive Directors (“NED")

The NED may be further classified into Independent NED and Non-Independent NED based on the disqualifying circumstances which deem a Director as non-independent as set out in Paragraph 3.4 above.

The NED are not engaged in the day-to-day management of the Company and are expected to be vigilant guardians of the activities of the Board as a whole.

The NED are required to make an independent assessment of the information, reports or statements, having regard to the directors’ knowledge, experience and competence, to provide an independent view (in the case of NED who are independent) and demonstrate objectivity in reviewing and challenging the Management’s proposals at meetings.

(4) The Non-Executive Directors have a supervisory role in ensuring that a solid foundation for good corporate governance is provided to the Group.

Board Committees

Board Committees are established to assist the Board in exercising its authority. Each Board Committee shall have their respective approved Terms of Reference.

To assist the Board in fulfilling its duties and responsibilities, the following Board Committees were established: -

Audit and Risk Management Committee (“ARMC)

The ARMC is to assist the Board of Directors in discharging its statutory duties and responsibilities relating to accounting and reporting practices of the Group. In addition, also to assists in fulfilling the Board’s stewardship accountability to its shareholders and financial stakeholders in respect of quality and reliability of financial information of the Group. The ARMC also assist to oversee compliance with laws and regulations and observance of a proper code of conduct as well as oversee compliance with laws and regulations and observance of a proper code of conduct.

Nomination Committee

The NC is to assist the Board of Directors in their responsibilities in nominating new candidates to the Board of Directors, lead the succession planning of the Board members and Managing Director (or any other person assuming the similar roles and responsibilities), to assess the performance of the Board, the Board Committees and individual Directors of the Company on an on-going basis.

Remuneration Committee

The RC is to assist the Board in recommending to the Board the remuneration package of Executive Directors, Directors’ fee and other benefits for Non-Executive Directors in all its forms and assess the remuneration package of senior management.

BOARD OF DIRECTORS’ MEETINGS AND SUPPLY OF INFORMATION

The Board holds meetings at least four (4) times in each financial year and will hold additional meetings as the situation requires. Management, employees and any other person(s) may be invited to attend Board meetings or any Board Committee meetings to assist in the discussion and examination of the matters under consideration by the Board or Board Committees.

All meetings shall be chaired by the Chairman of the Board. In the absence of the Chairman to preside over the Board meeting, the Directors present shall choose one (1) of their number to be Chairman of the meeting.

The Board has sole authority over its meeting agenda and exercises this through the Chairman of the Board. Any Director may, through the Chairman, request the addition of an item to the agenda.

Unless otherwise determined by the Directors from time to time, seven (7) days’ notice of all Directors’ meeting shall be given to all Directors. Any Director may waive notice of any meeting either prospectively or retrospectively.

Board papers shall be provided to Directors within a reasonable timeframe prior to the relevant meeting to enable them to familiarise on the issues /matters to be discussed and participate in an informed manner. A set of Board papers for each item of agenda, including financial reports and notices are promptly sent to Directors at least five (5) days prior to any Board meeting.

Directors will use their best endeavour to attend the Board meetings. Directors who are unable to attend a meeting should advise the Chairman at the earliest date possible and notify/confirm his or her absence to the Chairman or the Company Secretary of the Company.

The quorum necessary for the transaction of business of the Directors shall be two (2). If there is no quorum, the meeting may be adjourned to another day.

Individual Directors shall attend at least 50% of the Board Meetings held in each financial year. The office of a Director shall become vacant if a Director is absent from more than 50% of the total Board Meetings held during a financial year.

A member of the Board or Board Committees, may participate in a meeting of the Directors or a meeting of Board committee by means of a conference telephone, electronic or any communication facilities which allows all persons participating in the meeting to hear each other. A participant shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly notwithstanding the fact that he/she is not physically present at the venue where the meeting is to be held. The meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting then is.

The Company Secretary shall attend all Board and Board Committee meetings. Key Senior Management is invited to attend Board and Committee Meetings to provide inputs as and when necessary. Auditors, other professional advisors and consultants may also be invited to brief the Board on specific areas as required.

Any question arising at a Board Meeting is decided by a majority of votes after due discussion and deliberation, and in case of an equality of votes, the Chairman of the meeting has a second and casting vote subject to the Company’s Constitution. A Director is required to abstain from deliberations and voting in respect of any contract or proposed contract or arrangement in which the Director has direct or indirect interest. The Chairman and the Board may, if deemed necessary and appropriate, request an interested Director to excuse himself / herself from the deliberation.

Board discussions will be open and constructive, recognising that genuinely held differences of opinion could bring greater clarity and lead to better decisions. The Chairman will, nevertheless, seek a consensus in the Board but may, where considered necessary, call for a vote. The proceedings of the Board meeting shall be properly minuted by the Company Secretary and all Board members should ensure that the minutes of meetings accurately reflect the deliberations and decisions of the Board, including whether any Director abstained from voting or deliberating on a particular matter.

Access to Information/Independent Professional Advice

All Directors whether Executive and Non-Executive, shall have the same right of access to all information within the Group whether as a full board or in their individual capacity, in furtherance of their duties and responsibilities as Directors of the Company, subject to a formal written request to the Chairman furnishing satisfactory and explicit justification for such request.

All Directors should have access to the advice and services of the Company Secretary(ies).

The full Board or in their individual capacity, in furtherance of their duties, shall be able to obtain an independent professional advice at the Company’s expenses through an agreed procedure laid down formally.

Subject to prior approval of the Chairman, the cost of the advice will be reimbursed by the Company but the Director will ensure, so far as is practicable, that the cost is reasonable.

INSTANTANEOUS TELECOMMUNICATION DEVICE

For the purpose of contemporaneous linking together by an instantaneous telecommunication device of a number of the members of the Board not less than the quorum required, whether or not any one (1) or more of the members of the Board is out of Malaysia, is deemed to constitute a meeting of the Board. Board will apply to such meeting held by instantaneous telecommunication device so long as the following conditions are met:-

all members of the Board shall have received notice of a meeting by instantaneous telecommunication device for the purpose of such meeting. Notice of any such meeting will be given on the instantaneous telecommunication device or in any other manner permitted;

each of the members of the Board taking part in the meeting by instantaneous telecommunication device must be able to hear and/or see each of the other members of the Board taking part at the commencement and for the duration of the meeting;

at the commencement of the meeting, each of the members of the Board must acknowledge his presence for the purpose of the meeting to all of the other members of the Board taking part; and

minutes of the proceedings at the Board meeting by instantaneous communication device will be sufficient evidence of such proceedings and of the observance of all necessary formalities if signed as correct minutes by the Chairman of the meeting and shall be as valid and effectual as if the resolutions had been passed at a meeting of the Board duly convened, at which all participants were present in the same location.

COMPANY SECRETARY(IES)

The Board shall appoint one (1) or more suitably qualified and competent person(s) as Company Secretary(ies) or joint Company Secretary(ies) in line with the requirements of the CA2016 to discharge their responsibilities.

The Company Secretary(ies) shall report directly to the Board. The appointment and removal of the Company Secretary(ies) is subject to the approval of the Board.

The office of the Company Secretary(ies) shall be vacated if the Company Secretary(ies) resigns by notice in writing to the Company left at the Registered Office of the Company. Where a Company Secretary(ies) gives notice of resignation to the Directors, the Company Secretary shall cease to act as Company Secretary(ies) with immediate effect or on the date specified in such notice (as the case may be).

The roles and responsibilities of the Company Secretary(ies) shall include but not limited to the following: -

manage all Board and Board Committees meetings’ logistics, attend and record minutes of all Board and Board Committees meetings and facilitate Board communications;

advise the Board on its roles and responsibilities;

advise the Board on corporate disclosures and compliance with the Company’s Constitution as well as the CA2016, MMLR and MCCG;

manage processes pertaining to the general meetings;

serve as a focal point for stakeholders’ communication and engagement on corporate governance issues;

carry out other functions as deemed appropriate by the Board from time to time; and

undertake the statutory duties as prescribed under the CA2016 and the MMLR of Bursa Securities.

MINUTES

Minutes of each meeting shall be kept at the registered office and distributed to each member of the Board and also to the other members of the Board.

The minutes of the Board 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.

Circular Resolutions

A resolution in writing signed or approved in writing by all the Directors who may at time be present in Malaysia and who are sufficient to form a quorum shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. All such resolutions shall be described as "Directors' Resolution In Writing" or “Directors’ Circular Resolution” and shall be forwarded or otherwise delivered to the Secretary without delay, and shall be recorded by him in the Company's minute book. Any such resolution may consist of several documents or counterparts in like form, each signed by one (1) or more Director or their alternates and may be accepted as sufficiently signed by a Director if transmitted to the Company by facsimile or other forms of Electronic Communications purporting to include a signature or the written approval of the Director.

INVESTOR RELATIONS AND SHAREHOLDERS COMMUNICATION

The Board shall maintain an appropriate investor relations and communication policy which encourages shareholders’ participation at general meetings and promotes effective communication with shareholders, stakeholders and the public.

The Board is to place emphasis in promoting effective communication and proactive engagements with the Company’s shareholders. The Board shall also ensure high standards of transparency and accountability in its communication with the shareholders, as well as with potential investors, analysts and the public. The shareholders shall be informed of all material matters affecting the Company and Group.

The Board ensures timely release of financial results on a quarterly basis to provide the shareholders with an overview of the Company's performance and operations in addition to the various announcement made during the year to Bursa Securities.

The Board shall ensure the Company leverages on information technology for effective dissemination of information through the Company’s website to provide easy access to corporate information pertaining to the Company and its activities to the general public and it is continuously updated.

The Company should leverage technology to facilitate:-

voting including voting in absentia; and

remote shareholders’ participation at general meetings.

The Company should also take the necessary steps to ensure good cyber hygiene practices are in place including data privacy and security to prevent cyber threats.

The Board must ensure that the conduct of a virtual general meeting (fully virtual or hybrid) support meaningful engagement between the Board, Key Senior Management and shareholders. This includes having in place the required infrastructure and tools to support among others, a smooth broadcast of the general meeting and interactive participation by shareholders. Questions posed by shareholders should be made visible to all meeting participants during the meeting itself. Minutes of the general meeting should be circulated to shareholders no later than 30 business days after the general meeting.

The Board shall adopt the following measures in relation to the effective communication with the shareholders of the Company during the general meeting:-

Notice of Annual General Meeting should be given to the shareholders at least 28 days prior to the Annual General Meeting.

The notice should provide further explanation for the resolution proposed to enable the shareholders to make an informed decision in exercising their voting rights.

All Directors should commit to attend all general meetings of the Company in order to provide an opportunity for the shareholders to effectively engage with each Director.

Open sessions for questions and answers are made available to shareholders during general meetings and the Chairmen of the Board and Board Committees should provide meaningful response to questions addressed to them.

CODE OF CONDUCT AND ETHIC

The Company has in place the Code of Conduct & Ethic (“the Code”) which is formulated to adopted to maintain the highest level of integrity and ethical conduct of the Board, Management and employees of the Group.

Board, the Management and employees of the Group must endeavour to observe the Code which provides guidance as to the ethical conduct to be complied to uphold the principles of honesty and integrity, to ensure a high standard of ethical and professional conduct is upheld in the performance of their duties and responsibilities.

A copy of the Code is available on the Company’s website.

WHISTLEBLOWING POLICY

The Whistleblowing Policy (“WB Policy”) provide an avenue for all employees and members of the public to disclose any improper conduct or any action that could be harmful to the Group. The WB Policy contains provisions which encourage the directors, employees, related external parties and the general public to report, in good faith, any wrongdoing, misconduct, illegal acts or unethical business conduct related to the Group.

The WB Policy is available on the Company’s website.

REVIEW

This Charter is to be reviewed by the Board as and when required.