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BOARD CHARTER
 
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7.3  Remuneration Committee  
The Remuneration Committee sets the policy framework and recommends to the board the remuneration packages and benefits extended to the executive directors.  
   
Terms of Reference  
   
Composition  
   

The Remuneration Committee shall comprise of 3 members, wholly or mainly of Non-Executive Directors.

The Chairman of the Remuneration Committee shall be elected amongst Non-Executive Directors.

The Company Secretary shall be the secretary of the Remuneration Committee. The Secretary shall maintain minutes of the proceedings of the Committee and circulate such minutes to Board of Directors.

 
   
Responsibility and authorities  
   
  1. To develop and establish with the Board a formal and transparent remuneration framework on the level and structure of remuneration of the Executive Directors.
  2. To recommend to the Board the remuneration packages of the Executive Directors in all its forms, drawing outside advice as necessary. The remuneration packages for Non-Executive Directors shall be a matter for the Board as a whole.
 
   
Remuneration Policy  
   
  1. 1. The Remuneration Committee shall aim to ensure that the remuneration packages is robust and effective:-
    • to link executive directors¡¯ rewards to corporate and individual performance;
    • to link non-executive directors¡¯ remuneration to their experience and level of responsibilities undertaken.
  2. The remuneration packages shall comprises of a number of separate elements, i.e. salary, fees, allowance, bonus and other non-cash benefits.
  3. The remuneration packages for Non-Executive Directors shall be a matter for the Board as a whole. The individuals concerned should abstain from discussion of their own remuneration.
 
   
Meeting  
   

The Committee shall meet from time to time as determined by the members of the Committee and the quorum shall be at least two (2) persons. Written notice of the meeting together with an agenda shall be given to the members of the Committee at least 7 days before the meeting.

 
   
8.0  CONTINUING EDUCATION  

Every director shall undergo continuous trainings to equip himself to effectively discharge his duties and refresh competencies by participation in:-

  • Seminars and workshops that highlight amongst others, techniques of enhancement of shareholder value, methods of evaluating business performance and capital proposals, updating of regulatory and legislative reforms that impact board and committee work and understanding of financial statements and investment products which the company may be exposed to.
  • Industry conference and trade shows which strengthen professional networking and enable the gaining of insights of customers and competitors.
  • Field trips to company operations to gain actual knowledge of operations, staff and department.

The Company shall provide an orientation and education program for new directors to the Board as an integral element of the process of appointing new directors. Every new director shall be given a comprehensive understanding on the operations of the Company.

Every director shall undertake the Mandatory Accreditation Programme (¡°MAP¡±) as prescribed by Bursa Malaysia Securities Berhad Listing Requirements.

 
   
9.0  GENERAL MEETINGS  

General Meetings are important avenues for shareholders to exercise their ownership rights. The board shall facilitate the exercise of these rights and take reasonable steps to encourage shareholders participation at general meetings, by serving notices for meetings earlier than the minimum notice period required by law and regulation. The board shall disclose all relevant information to shareholders to enable them to exercise their rights at the general meetings and vote in the appropriate manner.

The chairman of the meetings shall inform shareholders of their rights to demand a poll vote at the commencement of the general meeting.

 
   
10.0  ACCESS TO INFORMATION AND INDEPENDENT ADVICE  
The Board shall have the right to access to relevant and required information in the form and manner appropriate for them to discharge their duties effectively. Management shall provide timely and quality information to the Board and where necessary, the Board may obtain independent professional or other advice and services of the Company Secretary.  
   
11.0  FINANCIAL REPORTING AND INTEGRITY  

The Board shall ensure that the financial statements are prepared so as to give a true and fair view of the financial position of the Company and the Group at its financial year end, in accordance with the applicable financial reporting standards, accounting principles generally accepted and the Companies Act, 1965.

The Board should determine the company¡¯s level of risk tolerance and ensure that there is an ongoing process for identifying, assessing and managing significant risks faced by the Group. The Management shall carry out risk management review on the Group¡¯s operations which covers all aspects of the business activities. The Risk Register shall be reported to and reviewed by the Audit Committee. The Audit Committee reports significant risks and control issues to the Board for its consideration.
 
   
12.0     INTERNAL AUDIT FUNCTION  

The Company outsourced its internal audit function to a firm of consultants which provides the board with the level of assurance required on the adequacy and integrity of the internal control system. The internal audit function adopts a risk-based approach, focusing mainly on key processes and principal risk areas of the operating units.

The objectives of the assignment are to independently review the adequacy of the system of internal control as established by management and make appropriate recommendations for improvement. Quarterly audit were carried out for each financial year and audit findings, recommendations and management responses were reported to Audit Committee. The Audit Committee considers the internal audit report before reporting and making recommendation to the board in strengthening the risk management and internal control system.

 
   
13.0     INVESTOR RELATION AND EFFECTIVE COMMUNICATION  

The Board recognizes the need for effective investor relation and communication with shareholders, stakeholders, financial analysts by providing them with relevant information affecting the Company. The Company adopts an open and transparent policy in respect of its relationship with these stakeholders and ensures timely release of information to shareholders in following manners:-

  • Constructive engagements with shareholders and financial analysts about performance, corporate exercises and other matters affecting shareholders¡¯ interests;
  • Press conference and release of press statement after General Meetings;
  • Company¡¯s website updated with corporate information and company¡¯s activities and performance.
 
   
14.0     SOCIAL RESPONSIBILITY AND SUSTAINABILITY  

The Board shall establish policies and strategies that promotes sustainability and to fulfill its social responsibility, focusing on the following areas:-

Employees
Employees are invaluable assets of the company and play a vital role in assisting the company to achieve its vision and mission. The Company endeavors to provide a conducive working environment in their workplace by enforcing and adhering to Occupational Safety and Health measures with the objective of ensuring a secured, safe and healthy workplace for all employees. Safety consciousness must be instilled in all operations.

Community
The company should play an important role in contributing towards the welfare of the community in which it operates, and shall continuously identify opportunities supporting charitable causes and initiatives in community development projects.

Environment
The board acknowledges the need to safeguard and minimize the impact of the Company¡¯s operations on the environment in the course of achieving the company¡¯s objectives. The board supports initiatives on environmental issues, and the Group adopts a comprehensive environmental management system as part of its commitment to protect the environment and contribution towards sustainable development.

 
   
15.0  WHISTLE BLOWING  

The Company encourages its employees and other stakeholders (shareholders, suppliers, customers, partners, business associates) to report genuine concerns about any malpractice, misconduct, unethical behavior, violation of code of conduct, illegal acts or failure to comply with regulatory requirements which they may become aware. The Company assures that the whistle blower will be protected from any retaliation or adverse impact on his employment or relationship with the Group, provided that the report is made in good faith and without malice.

In the case of employee, any concern should be raised with his immediate superior and in the case of stakeholder, with the immediate superior of the employee concerned. If the above is not possible or appropriate for any reason, then concern should be reported to the Management Committee and/or Executive Chairman.

All reports should be investigated promptly by the person receiving the report and promptly report to the Management Committee and/or Executive Chairman. Investigation report and proposed course of action shall be reported to Audit Committee for deliberation and decision.

 
   
16.0     APPLICATION OF THE CHARTER  
The Board Charter sets out the principles and guidelines that are to be applied in practice by the Board and its Board Committees and lay down in narrative form the detailed role, responsibilities and functions of the proponents of good corporate governance in the Company.  
   
   
   
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