Board Structure

• The number of directors shall be not less than two (2) nor more than fifteen (15) as set out in the Company's Articles of Association
• The Company has to ensure at least 2 directors or 1/3 of the Board of Directors of the company, whichever is the higher, are independent directors. If the number of directors of the Company is not 3 or a multiple of 3, then the number nearest 1/3 must be used.
• All newly appointed directors shall be retired and re-elected by the shareholders at the Company's annual general meeting.
• The Board recognized the recommendation of the Malaysian Code on Corporate Governance 2012 ("MCCG 2012") to have gender diversity policies and will look into the recruitment of female Directors in the future. Nomination Committee will review the proportion of female to male Board members during the annual assessment of the Director's performance and take into consideration the appropriate skills, experience and characteristics required of the Board Members, in the context of the needs of the Group.
• The Board should set out expectations on time commitment for its members and protocols for accepting new directorships.

• Pursuant to the Company's Articles of Association, one-third of the Directors shall retire from office by rotation at each Annual General Meeting and all Directors shall retire from office at least once every three years but shall be eligible for re-election.
• One-third of the Directors shall refer as 1/3 of the directors or if their number is not 3 or a multiple of 3, then the number nearest to 1/3 will be counted.
• The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire (unless they otherwise agree among themselves) be determined by lot.
• Based on Companies Act 1965, Clause 129(6), director with the age more than seventy (70) years is to retire every year and subject to the re-appointment as director with three-fourths of majority votes in Annual General Meeting.
• The Board has adopted the recommendation of MCCG 2012 that the tenure of an independent director should not exceed a cumulative term of nine (9) years. Upon the completion of the nine (9) years, an independent director may continue to serve on the Board subject to the director's re-designation as non-independent director or to obtain shareholders' approval in the event it retains as an independent director.

• The Board recognized the appointment and removal of the Company Secretary is a matter for the Board as a whole.
• The Board recognized that the Company Secretary should be suitably qualified and capable of carrying out the duties required.

• The Board recognized the importance of clear division of responsibility between the Chairman and the Managing Director to ensure that there is a balance of power and authority. The roles of the Chairman and Managing Director are strictly separated and held by different individuals.
• The Chairman is responsible for the following roles:
  • Leadership of the Board.
  • Overseeing the effective discharge of the Board's supervisory role.
  • Facilitating the effective contribution of all directors.
  • Conducting the Board's function and meetings.
  • Briefing all the directors in relation to issues arising at meetings.
  • Scheduling regular and effective evaluations of the Board's performance.
  • Promoting constructive and respectful relations between Board members and between the Board and the Management.
• The Managing Director is responsible for the following roles:
  • Strategic business direction, plans and policies of the Group.
  • Efficient and effective operation of the Group.
  • Day-to-day management of the Group with all powers, discretions and delegations authorized, from time to time, by the Board.
  • Bringing material matters to the attention of the Board in an accurate and timely manner.