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Board Charter

Appendix B

FORMAL SCHEDULE OF MATTERS RESERVED FOR THE BOARD

The following summarises the list of matters reserved for deliberation and decision by the board of directors (“Board”):-

  1. Board Structure
    1. Appointment and recommendation for removal and re-election of Directors.
    2. Appointment and removal of Company Secretary(ies).
    3. Establishment of Board Committees, their members and the specific terms of reference.
  2. Board assessment and evaluation
    1. Conduct and review the annual assessment and evaluation on the performance and effectiveness of the Board, Board Committees and individual Directors.
    2. Succession planning for Directors.
  3. Board remuneration
    1. Recommendation of Directors’ fees and benefits payable for Non-Executive Directors to be approved by shareholders.
    2. Approval of remuneration packages and structure, including service contracts, for Executive Directors.
  4. Company’s operations
    1. Review and approval of Company strategic plan and annual budget (including capital expenditure budget).
    2. Approval of capital expenditure exceeding prescribed thresholds based on the formalised limits of authority.
    3. Approval of investment or divestment in a company, business, property or undertaking.
    4. Approval of investment or divestment of a capital project which represents a significant diversification from the Company’s existing business activities.
    5. Approval of major changes in the activities of the Company.
    6. Approval of treasury policies and bank mandates of the Company.
    7. Approval of limits of authority for the Company.
    8. Approval of mergers and acquisitions and corporate exercises.
    9. Reviewing and approving of related party transactions.
  5. Financial
    1. Review and approval of quarterly and year-end financial statements and their release (including financial reports for announcement to Bursa Malaysia Securities Berhad or the Securities Commission).
    2. Approval of Directors’ Report, Statement on Risk Management and Internal Control for inclusion in the Company’s Annual Report.
    3. Approval of interim dividends for payment and the recommendation of final dividend or other distribution for shareholders’ approval.
    4. Adoption of accounting policies in line with the Malaysian Financial Reporting Standards.
    5. Review the effectiveness of the Group’s system of risk management and internal controls via the Audit Committee.
  6. Others
    1. Granting of power of attorney by the Company.
    2. Entering into any corporate guarantee and indemnity issued by the Company.
    3. Recommendation for the changes in the Company’s Memorandum and Articles of Association/Constitution.
    4. Change in financial year end.
    5. Recommendation for purchase of own shares by the Company.
    6. Recommendation for issue of debt instruments.
    7. Approval of Annual Report and Corporate Governance Report for submission to Bursa Malaysia Securities Berhad.
    8. Any other matters requiring the Board’s approval under the limits of authority adopted by the Company and Group.