Board Charter/ Term of Reference of Committees

Investor’s Relations

1. Role of the Board

The Board Charter sets out the principles for the operation of the Board of Directors (“Board”) of Muda Holdings Berhad (“Muda” or “the Company”) and describes the functions of the Board and those functions delegated to the management of Muda.

The Board has primary responsibility to the shareholders for the welfare of Muda by guiding and monitoring the business and affairs of Muda. Muda recognises the importance of the Board in providing a sound base for good corporate governance in the operations of Muda. The Board must at all times act honestly, fairly, and diligently in all respect in accordance with all applicable laws.

Each of the directors, when representing Muda, must act in the best interests of the shareholders of Muda and in the best interests of Muda as a whole.

This Board Charter and the various complementary charter adopted by the Board and the various committees have been prepared and adopted on the basis that there is recognition that good governance and good governance procedures can add to the performance of Muda.

2. Duties and Responsibilities of the Board

One of the key ways the Board can add value to Muda is by selecting the right chief executive officer for Muda. Beyond this, the Board will ensure that the management has in place appropriate processes for risk assessment and management, internal control, and the monitoring of performance against agreed benchmarks. The Board will work with senior management as collaborators in advancing the interests of Muda.

The Board Charter recognises that the Board will delegate authority and recognises that, once delegated, management needs to be free to manage. The Board will not be too accepting of management’s views and will test and question management’s assertions, monitor progress, evaluate management’s performance and will, where warranted, take corrective actions.

The duties and responsibilities of the Board include:-

  1. Review and approve the Group’s overall strategy, vision, mission, objectives, core values and governance framework of the Group.
  2. Evaluate, approve, and monitor new investments, divestments, major capital expenditure and operating expenditure, capital management and major funding activities including the issue of securities;
  3. Monitor actual performance against defined performance expectations and reviewing operating information to always understand the state of the health of the Company;
  4. Provide guidance on strategic direction, challenge assumptions, priorities, and options, and review and approve business plans, the budgets put forward by management;
  5. Set the Company’s enterprise risk management framework, review major risk exposure and ensure that appropriate risk mitigation plan is in place and consider risk factors for major project;
  6. Satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, risk management and internal control processes are in place and functioning appropriately;
  7. Plan and determine succession plan for Executive Directors and Senior Management including appointment, compensation, renewal of employment contract and replacement;
  8. Delegating appropriate powers to the executive directors and senior management to ensure that the effective day-to-day management of the business and monitoring the exercise of these powers;
  9. Together with management, promote good governance culture that upholds ethical and professional behaviour in keeping with the Company’s policies;
  10. Promote sustainability through appropriate environmental, social and governance considerations in the Company’s business strategies. Also ensure that the strategic plan of the Company supports long term value creation and includes strategies on economic, environmental, and social considerations underpinning sustainability; and
  11. Oversee the implementation of investor relation programmes and appropriate shareholders’ communication policy.

The Board may establish other policies and practices to ensure that the Board fulfils its duties and ensuring that it remains an effective decision making body.

2.1 Board Reserved Matters

In addition to matters required by laws, the following duties are reserved to the Board:

  1. Approval of contents of annual reports, quarterly financial statements, and annual audited financial statements.
  2. Approval of the Company’s dividend policy and any declaration and payment of dividends.
  3. Approval of the Company’s long term financial plan and annual capital expenditure programme.
  4. Approval of capital expenditures more than monetary authority levels delegated to management.
  5. Approval and adoption of any significant change in accounting policies and practices.
  6. Approval of change in capital structure of the Company with regards to issuance or allotment of shares or other securities and status as listed issuer.
  7. Appointment, re-appointment, retirement, or removal of Directors and recommendations for their re-election pursuant to the Constitution.
  8. Appointment of directors to fill vacancy or additional directors.
  9. Approval of remuneration of the Executive Directors and any changes to the authority delegated to them.
  10. Appointment or removal of the Company Secretary
  11. Recommend to shareholder the appointment, re-appointment, or removal of external auditors.
  12. Review and approve the establishment of Board Committees, their terms of reference, delegated authority and where appropriate endorse their decisions.
  13. Review of corporate governance principles, policies, and related public documents.
  14. Calling of meetings of shareholders,
  15. Any other specific matters nominated by the Board from time to time.

2.2 Delegation to Management

The responsibility of managing the Company is delegated to Senior Management through the Executive Directors. In this regard, the Board sets the Company’s policies and strategic directions, and ensure its decisions are executed accordingly by Senior Management. The implementation of policies and strategic directions, execution of Board decisions are controlled via procedures set out in the Group Financial Policies and Procedures which outline the appropriate approving authority and types of decisions required.


3.1. Composition

  1. The composition of the Board comprises Executive Directors and Non-Executive Directors (“NED”) including Independent Non-Executive Directors (“INED”) so that no individual or group of individuals dominate the Board’s decision-making.
  2. The Board consist of qualified individuals with diverse experience, background, and perspective. The composition and size of the Board are tailored such that they facilitate the making of informed and sound decisions.
  3. In line with the Constitution, members of the Board shall be not less than two (2) nor more than ten (10). At any time at least two (2) or one-third (1/3), whichever is higher, of members of the Board shall be INEDs.

3.2. Appointment

  1. The appointment of new directors is a matter for consideration and decision of the Board upon the recommendation of the Nomination Committee (“NC”). In the selection process, the NC considers the pre-determined criteria as required from a candidate, among others, skills, expertise, educational background and qualifications, experience, competency, integrity, independence, and diversity.
  2. In identifying candidate for appointment of Directors, the Board engages with existing Directors. The Board may engage independent sources to identify suitably qualified candidates which may include advertisements in the media or the service of an independent search firms.
  3. New Directors are provided with formal letter of appointment setting out the key terms and conditions of their appointment.
  4. Directors are invited to participate in inductions programs and any continuing education arranged for them.

3.3. Fit and Proper Requirements

  1. As prescribed in the Muda’s Directors’ Fit & Proper Policy and Procedures, all Directors must fulfil the criteria of “fit and proper” person as part of their appointment on the Board as well as Directors who are seeking re-election at general meetings.
  2. Any person to be appointed on the Board or re-elected as Director shall satisfy the following general criteria:
    • Person must have the personal qualities such as honesty, integrity, diligence, independence of mind and fairness.
    • Person must have the necessary skills, experience, ability and time commitment to carry out the role of a director.
  3. To carry out an annual review on existing Directors or Directors seeking re-election at general meetings in accordance with the Directors’ Fit & Proper Policy and Procedure requirements. Upon completion of review, the NC would submit its assessment to the Board for deliberation.

    3.4. Diversity

    The Board adopts a policy that the Board shall have at least one (1) Women Director in its Board composition.

    In seeking potential candidate for new appointment, the Board do not discount the aspects of ethnicity, cultural background, and age of the candidate to maintain a balanced composition on the Board. Notwithstanding, the Board considers merit as the most important aspect of any new appointment in its composition.

    3.5. Tenure

    1. The tenure of an INED should not exceed a cumulative term of nine (9) years.
    2. If the Board intends to retain an Independent Director beyond nine (9) years, it should provide justification for the retention and seek annual shareholders’ approval via twotier voting. Upon completion of nine (9) years, an Independent Director may continue to serve on the Board subject to being re-designated as a Non-Independent Director.

    3.6. Re-election

    The Constitution provides that every newly appointed Director shall retire at the next annual general meeting (“AGM”) following his/her appointment and being eligible, may offer himself/herself for re-election at the said AGM. Further, one-third (1/3) or the nearest to 1/3 of the members of the Board shall retire from office at an AGM every three (3) years and being eligible, may offer himself/herself for re-election at the AGM.


    The positions of the Chairman and Managing Director (MD) shall be held by different individuals. The division of responsibilities between the Chairman and the MD are clearly demarcated to ensure objectivity between the functions of the Board and Management.

    4.1. Chairman of the Board

    The Chairman is responsible for leading the Board in ensuring the effective discharge of directors’ duties and responsibilities. He is responsible to:

    1. Lead the Board in setting the values and standards of the Company.
    2. Lead the Board in adopting and implementing corporate governance best principles and practices.
    3. Maintain a relationship of trust between Executive Directors and NEDs.
    4. Ensure the supply of accurate, timely and adequate information to the Board.
    5. Ensure effective communication with shareholders and other stakeholders and that their views are communicated to the Board.
    6. Act as a facilitator before and during Board meetings to ensure:
      •  Adequate notice is given to convene meetings.
      •  Appropriate number of agenda items and prioritization are set to enable effective board deliberations.
      •  Adequate information is supplied to the Board.
      •  No individual or group of individuals dominate Board discussions.
      •  Variety of opinion among Board members are drawn out.
      •  Consensus is achieved in Board decisions; and when necessary, to call for vote to ensure the will of the majority prevails.
      •  Sufficient time is allowed for discussion of complex or contentious issues, and where appropriate, arranging for informal meetings beforehand to enable full preparation for Board discussions; and
      •  Issues discussed at Board meetings are forward looking focusing on strategy and policy.
    7. Lead annual evaluation of the Board, Board Committees, and individual Directors.
    8. Ensure effective contribution from NEDs and ensure constructive relationships are maintained between Executive Directors and NEDs.
    9. Delegate responsibilities to other Directors, Board Committees and Senior Management.
    10. Chair all general meetings of the Company.

    4.2. Managing Director (“MD”)

    1. The MD is the channel between the Board and Management for the implementation of the Company’s policies, strategies, and executing decisions of the Board. In this regard, he has the exclusive responsibility for the day-to-day operation and management of the Company.
    2. All powers conferred to Management (with the exception of internal audit function) are delegated through the MD and regarded as his authority and accountability subject to control by the Board. He is answerable to the Board for the achievement of the Company’s goals.
    3. The MD ensures the Board receives timely updates and advice on the Company’s affairs during Board meetings or at any time when necessary. Among others, his advice covers the following matters:
      •  All matter that materially affect the Company’s affairs and performance including any prospect for strategic development;•  Any underperforming business activity including relevant proposal to rectify the situation; and
      •  All material information that affects or could affect shareholders’ investment decision.

    5. Senior Independent Non-Executive Director

    The Senior Independent Non-Executive Director leads and coordinates the activities of the Independent Directors when necessary and appropriate.

    The role of the Senior Independent Non-Executive Directors is to act as:

    a) a sounding board for the Chairman;

    b) an intermediary between the Independent Directors and the Chairman on sensitive issues; and

    a) a designated contact for shareholders and other stakeholder when the normal channel of communication with Chairman or Managing Director is inappropriate or inadequate.

    6. Board Meetings

    6.1. Frequency of Meetings

    Meetings of Directors are schedule regularly to ensure the Board sufficiently discharges its duties and responsibilities. The Board shall meet at least four (4) time per year to coincide with announcement of quarterly financial results to Bursa Malaysia Securities Berhad and additional meeting will be convened as warranted by circumstances. Members of Senior Manager who are not members of the Board may be invited to attend Board Meetings to contribute to discussions on matters within their sphere of responsibility. Non-Executive Directors shall meet without the presence of Executive Directors and management with the external auditors at least twice a year.

    6.2. Notice and Agenda

    Notice of Board meetings are circulated to all Directors’ at least fourteen (14) calendar days in advance of each meeting. This is followed by the agenda and corresponding board papers which are circulated to all Directors five (5) business days in advance of each meeting. This allows Directors sufficient time to read and review the meeting materials.

    6.3 Quorum

    As stipulated under the Constitution, the quorum for each Board meeting shall be two (2) Directors.

    6.4 Mode of Meetings

    Meetings of the Directors may be held within or outside Malaysia at two (2) or more venues using any telecommunication devices or such other communication facilities that enable the Directors to participate during the entire duration of the meeting. Participation by a Director in a meeting using any telecommunication device or other communication facilities shall be treated as present in person and counted towards the quorum notwithstanding that fact that he/she is not physically present at the venue where the meeting is held.

    6.5. Voting

    Questions arising at any meeting of Directors shall be decided by a majority of votes with each Director having one vote, and in the case of an equality of votes, the Chairman shall have a second or casting vote.

    In a situation where two directors form a quorum and only such quorum is present, or at a meeting of Directors at which only two (2) Directors are competent to vote on the question at issue, the Chairman of such meeting shall not have a casting vote.

    6.6 Conflict of Interests

    As a general principle every director must bring an inquiring open and independent mind to Board meetings, listen to the debate on each issue raised, consider the arguments for and against each motion, and reach a decision that he/she believes to be in the best interests of the Company as a whole, free of any personal interest, and consistent with the Directors’ Code of Business Conduct and Ethics.

    If the Board determines that a director may be in a position where there is a reasonable possibility of conflict between his/personal or business interests or the interests of any associated person or his/her duties to any other company on the one hand, and the interest of the Company or his/her duties to the Company on the other hand, the Board will require that the Director:

    a) Makes a full and frank disclosure to the Board about the circumstances giving rise to the conflict; and

    b) Abstains from voting on any motion relating to the matter and absenting himself/herself from all Board deliberations relation to the matter including receipt of Board papers bearing on the matter.

    If the Board resolved to permit a director to have any involvement in a matter in which there is a possible conflict of interest, the Board must minute full details of the basis of the determination and the nature of the conflict including a formal resolution concerning the matter.

    If a director believes that he/she may have a conflict of interest or duty in relation to a particular matter, the director should immediately consult the Chairman.

    Each director must give general notice to the Board at the beginning of each financial year pursuant to Section 221(4) of the Companies Act, 2016 of his/her interest and his/her position in a corporation/firm and such disclosure shall be tabled, read, and noted at a Board Meeting and will be regarded as being sufficient disclosure of being interested in any contract made with such corporations or firms disclosed thereafter.

    7. Access to Information and Independent Advice

    All Directors have the right to be provided with full and unrestricted access to resources and services required to enable the effective performance of their duties at a cost to be borne by the Company, including but not limited to:

    a) Obtain full and unrestricted access to information pertaining to the Company;

    b) Obtain full and unrestricted access to the advice and service from Senior Management.

    c) Obtain independent professional advice.

    8. Board Evaluation

    A structured Board Performance Evaluation is carried out on an annual basis whereby the performance of the Board, Board Committees and individual directors are evaluated based on agreed criteria implemented through a set of questionnaires to facilitate the Board Performance Evaluation wherein the Directors provide their written feedbacks. Thereafter, the findings, outcome, analysis, and recommended action plan are tabled to the Board via the Nomination Committee.

    9.Time Commitment

    Directors must devote sufficient time to prepare for and attend Board meetings, and maintain a sound understanding of the business of the Company as well as relevant market and regulatory developments. The Directors must not hold more than five (5) directorships in public listed companies with Bursa to ensure that Directors do not have competing time commitment that impair their ability to discharge their duties effectively.

    10. Directors’ Code of Business Conduct and Ethics

    The Directors’ Code of Business Conduct and Ethics (“BCE Code”) serves as a guiding principle for the conduct of the Directors. It summarises the Board’s fiduciary duty, provide guidance to Directors in dealing with ethical issue and helps foster the spirit of social responsibility and accountability in line with the rules and regulations governing the Company.

    All members of the Board are expected to act in good faith in the best interest of the Company and they are anticipated to exercise reasonable diligence in discharging their duties and responsibilities. The Directors are expected to deal in the business affairs of the Company with honesty, integrity, diligence, and reasonable competence.

    11. Board Training and Development

    The Board determines and evaluated the training needs of its members on a continuous basis. The Company ensures all members of the Board have access to appropriate continuing education programmes to enhance their knowledge and skills and keep abreast of the latest development in the market and regulatory environment.

    In addition to the Mandatory Accreditation Programme Part I and Part II (MAP) required by Bursa Securities, all members of the Board must ensure that they attend trainings as may be determined by the Board from time to time.

    12. Investor Relations and Shareholder Communication

    The Board must ensure the timely release of quarterly and annual financial results to ensure the shareholders and investment community received quality information on the overview and status of the Company’s performance and operation, in addition to other announcements required by Bursa Securities Malaysia Berhad under the MMLR.

    The email, address, name(s) of designated person and their contact numbers are available on the Company’s website to enable the public to forward their queries and concerns. The website provides easy access to the latest news and information pertaining to the Company’s business activities and all announcements released to Bursa Securities Malaysia Berhad.

    13. Sustainability

    The Board recognised that the Company’s main objective is to create stakeholders’ value by taking a long term view for growth. Therefore, Environmental, Social and Governance are critical elements in measuring sustainable and ethical impact to business decisions. These criteria assist the Board and Senior Management to better chart the performance of the Company by considering risks and return in a holistic manner.

    The Board has established a Sustainability Policy that sets clear guidelines that reflect and facilitate the Company’s commitment to operating its business in a responsible and sustainable manner whilst the Sustainability Framework provides a structured approach in identifying specific sustainability aspects, including material environmental, social and governance topics and related key performance indicators and targets and links sustainability with the Group’s Vision, Mission and Core Values through the identification and prioritisation of material topics.

    14. Board Committees

    The Board may from time to time establish committees to assist it in carrying out its responsibilities. Current standing Committees established by the Board are:-

    • Audit Committee
    • Nominating Committee
    • Remuneration Committee
    • Sustainability Committee
    • Executive Committee

    Each of these Committees has its own terms of reference, setting out its roles and responsibilities, compositions, structure, membership requirements and the way the Committee operates. All terms of reference of these Committees are reviewed regularly.

    The Audit Committee, Nominating Committee and Remuneration Committee comprises of at least three (3) members who are all Non-Executive Directors and a majority of whom shall be independent.

    15. Company Secretary

    The Board appoints a qualified and competent Company Secretary who plays an important advisory and referral role. The Board ensure the Company Secretary fulfils the functions for which he/she is appointed.

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

    In addition, the Company Secretary is required to ensure proper convening and conduct of proceedings, attend, and record all deliberations and decisions of Board, Board Committee and general meetings and facilitate communication between members of the Board. All members of the Board have unrestricted access to the advice and service of the Company Secretary.

    16. Review of the Charter

    The Board will review the Charter periodically to ensure its relevance and effectiveness and make any amendments which it considers necessary or desirable.

          Terms of Reference

          1. The Committee shall be appointed by the Board from among their number and shall consist of at least 3 members, a majority of whom are independent and all of whom are non-executive directors.
          2. All members of the Committee should be financially literate and at least one member of the Committee:-
            1. Must be a member of the Malaysian Institute of Accountants; or
            2. if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience and:-
              1. he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act, 1967; or
              2. he must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967..
          3. No alternate director shall be appointed a member of the Committee.
          4. No former key audit partner shall be appointed as the member of the Audit Committee until the lapse of at least two years cooling-off period.
          5. The members of the Committee shall select a Chairman from among their number who is an independent director and who is not the Chairman of the Board.
          6. All members of the Committee should undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules.
          7. If a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the Board of Director shall, within 3 months of that event, appoint such number of new member as may be required to make up the minimum number of 3 members.
          8. The terms of office and performance of committee members should be reviewed by the Nominating Committee annually.

          1. The Committee is authorised by the Board to investigate any matter within its terms of reference and shall be given the full resources to perform its duties. The Committee shall have full and unrestricted access to any information pertaining to the Company and its subsidiary companies.
          2. The Committee is authorised by the Board to obtain external professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.
          3. The Committee shall have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity.

          1. The functions of the Committee shall include the following:-
            1. consider the appointment of external auditor, the audit fee and any question of resignation and dismissal;
            2. discuss with the external auditor before the audit commences, the audit plan, nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved;
            3. review with the external auditor, his evaluation of the system of internal controls;
            4. access the suitability, objectivity and independence of the external auditors on annual basis
            5. review the quarterly results and year end financial statements, prior to the approval of the Board of Directors, focusing particularly on:-
              • any changes in accounting policies and practices;
              • significant adjustments arising from the audit including financial reporting issues, significant judgments made by management, significant and unusual events or transactions, and how these matters are addressed;
              • compliance with accounting standards and other legal requirements.
            6. discuss problems and reservations arising from the interim and final audits and any matter the auditor may wish to discuss (in the absence of management where necessary);
            7. review the external auditor’s management letter and management’s response;
            8. review the adequacy of the scope, functions and resources of the internal audit function, and that it has the necessary authority to carry out its work and to ensure that the head of internal audit function; who shall be responsible for the regular review and or appraisal of the effectiveness of the risk management, internal control, and governance process within the Company; reports directly to the Committee;
            9. review the internal audit program and results of the internal audit process and where necessary ensure that appropriate actions are taken on the recommendations of the internal audit function;
            10. review any appraisal or assessment of the performance of members of the internal audit function;
            11. approve any appointment or termination of senior staff members of the internal audit function;
            12. take cognizance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning;
            13. consider any related party transaction and conflict of interest situation that may arise within the Company or the Group;
            14. consider the major findings or internal investigations and management’s response;
            15. review and advise appropriateness of risk management and effectiveness of internal control systems of the Company and the Group based on reports and information made available to the Committee with assistance from the Internal Auditor;
            16. Consider other topics as defined by the Board of Directors;
            17. the Chairman to engage with senior management, the head of internal audit function and external auditors on regular basis to be kept informed of matters affecting the Company and its subsidiaries;
            18. To convene meetings with external auditors, the internal auditors or both, excluding attendance of other directors and employees of the Company, whenever deemed necessary; and
            19. To verify and confirm allocation of options pursuant to the Company’s share option scheme as being in compliance with the criteria set out in the By-Law of the share option scheme.

          1. The Committee shall hold at least four (4) meetings per year to review the quarterly results, year end financial statements, audit plan and annual report of the Company and Group, and such additional meetings as the Chairperson shall decide in order to fulfill its duties. In addition, the Chairperson shall call a meeting of the Committee if requested to do so by any Committee member, the management or the internal or external auditor. The Committee may invite any person to be in attendance to assist in its deliberation.
          2. The Committee shall meet with external auditors without presence of executive board members at least twice a year.
          3. A meeting of the Committee shall be called by at least five (5) working days notice in writing or by such shorter notice with the consent of all members concerned.
          4. The Company Secretary shall be the Secretary of the Committee. The Secretary shall be responsible for keeping the minutes of meetings of the Committee and circulate them to the Committee members and to the other Board members.
          5. The quorum for the meeting shall consist of a majority of independent non-executive directors.

          Terms of Reference

          A Members
          1. Mr Lee Khim Sin (CHAIRMAN) (Independent Non-Executive Director)
            2. Datuk Nik Ibrahim Bin Nik Abdullah (Senior Independent Non-Executive Director)
            3. Tan Sri Lim Guan Teik (Non-Independent Non-Executive Director)
            4. Mr Wong Choong Yee (Independent Non-Executive Director)
          B Membership

          1. The Committee shall have at least two (2) members comprising exclusively of non-executive directors of the Company, a majority of whom shall be independent directors.

          2. The Chairman of the Nominating Committee shall be an Independent Director.

          C Secretary The Company Secretary shall act as the Secretary of the Nominating Committee.
          D Quorum The quorum necessary for the transaction of business shall be two. A duly convened meeting of the Nominating Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers, discretion vested in or exercisable by the Nominating Committee.
          E Meetings
          1. The Nominating Committee shall agree each year the dates on which meetings are to be held that year and may meet at such other times as the Chairman of the Nominating Committee may determine.
          2. Meetings of the Nominating Committee shall be summoned by the Secretary of the Nominating Committee at the request of any member thereof.
          3. The Chief Executive Officer shall attend meetings of the Nominating Committee as required.
          F Minutes of
          1. The Secretary shall minute the proceedings and resolutions of all Nominating
            Committee meetings.
          2. The Minutes of the Nominating Committee meetings shall be circulated to all members of the Board after they have been approved by the Committee unless the Chairman of the Nominating Committee deems it inappropriate to do so because of the nature of any matter discussed at a particular meeting.
          F Duties
          The Committee shall:-
          1. Review regularly the structure, size and composition of the Board and make recommendations to the Board with regards to any changes that it believes are necessary or desirable.
          2. Assist the Board in annual review of the required mix of skills and experience and other qualities, including core competencies, which Non-Executive Directors should bring to the Board.
          3. Prepare a description of the role and capabilities required for particular Board appointments having regard to the balance of skills, knowledge, expertise and experience of the Board.
          4. Identify and nominate for the approval of the Board suitable candidates to fill vacancies for non-executive positions on the Board as and when they arise.
          5. As part of the process for nominating candidates for appointment, obtain details of and review any interests the candidate may have which conflict or may conflict with the interests of the Company. The Nominating Committee shall consider whether despite of any such conflict, there are nevertheless grounds for recommending the candidate for appointment and for the Board to authorize the relevant conflict. The Nominating Committee shall, as part of any proposal to the Board for appointment, make recommendations as to the conditions on which any conflicts should be authorized.
          6. Review on an annual basis any Board authorization, and conditions applicable to such authorizations, in respect of interests that conflict with those of the Company. Following such review, the Nominating Committee shall make recommendations as to whether such authorizations should continue to stand and, if it is recommended that they should, the conditions that should apply.
          7. Plan for the orderly succession of new directors to the Board by reviewing on a regular basis the Company’s senior management resource and the competencies within that resource relative to the Group’s requirements and particular key Board and non-Board executive appointments.
          8. With the assistance of the Chief Executive and Chairman, identify suitable candidates to fill vacancies for executive positions on the Board and to nominate them for the Board’s approval.
          9. Recommend to the Board the membership and chairmanship of the Audit and Remuneration Committee.
          10. Nominate suitable candidates for the role of senior independent director.
          11. Review and make recommendations to the Board on the re-appointment of non executive directors at the conclusion of their specified terms of office having given  due regard to their performance and ability to continue to contribute to the Board.
          12. Consider and make recommendations to the Board on matters relating to the continuation in office at any time of any Director including the suspension or termination of services of any executive director as an employee of the Company.
          13. Annually carry out the process to assess the effectiveness of the Board as a whole,  the committees of the Board and for assessing the contribution of each individual  director, including independent non-executive directors, as well as the chief  executive officer and to ensure that all assessments and evaluations carried out by  the Committee in the discharge of all its functions is properly documented.
          14. Assist the Board in annual assessment of Director’s independence and in the  assessment process, the Nominating Committee be guided by the provisions of  the Main Market Listing Requirements of Bursa Malaysia Securities Berhad  which stipulates that an independent director is one who:
            i. Is not an executive director of the Company or any related corporation of the Company (each corporation is referred to as “said Corporation”);
            ii. Is not, and has not been within the last 3 years, an officer (except as an independent director) of the said Corporation. For this purpose, “officer” has the meaning given in Section 2 of the Companies Act, 2016;
            iii. Is not a major shareholder of the said Corporation ;
            iv. Is not a family member of any executive director, officer or major shareholder of the said Corporation ;
            v. Is not acting as a nominee or representative of any executive director or major shareholder of the said Corporation ;
            vi. Has not been engaged as an adviser by the said Corporation 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 ; or
            vii. Has not engaged in any transaction with the said Corporation 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 Company) which has engaged in any transaction with the said Corporation.
          15. Facilitate board induction and annual training programmes for newly appointed directors and for members of the Board respectively.
          16. Take appropriate steps to consider women candidates for Board membership to achieve the gender diversity policy as may be set by the Board from time to time.
          17. To review and recommend to the Board, the term of office and performance of the Audit Committee and each of its members annually to determine whether the Audit Committee and members have carried out their duties in accordance with their terms of reference.

          Terms of Reference

          1. To review and recommend to the Board of Directors the remuneration packages of Executive Directors and senior management, taking into account the demands, complexities and performance of the Company as well as skills and experience required.
          2. To assist the Board in developing and administer a fair and transparent procedure for setting policy on remuneration of directors and senior management to ensure that remuneration packages are determined on the basis of the directors’ and senior management’s merit, qualification and competence, having regard to the Company’s operating results, individual performance and comparable market statistics.
          3. To recommend to the Board of Directors after reviewing management’s proposals:-

            1. overall annual salary increment guidelines/limits of all non-unionised staff;
            2. annual bonus limits/guidelines;
            3. ex-gratia payment for unionised staff;
            4. remuneration, benefits and other terms and conditions of employment, which have to be introduced as part of the Group’s overall human resource development plan. This would include matters such as pegging the Group salaries in line with industry standards and major changes in benefits package.
          1. The Committee shall have at least three (3) members consisting of non-executive directors and a majority of them must be Independent Directors.

          Meetings & Procedures
          1. Meetings are to be held as and when necessary.
          2. The quorum for each meeting shall be two (2) members.
          3. The Remuneration Committee shall decide on its own procedures and administrative arrangements.
          4. The Chief Executive Officer shall attend and make representations at meetings, whenever business is not related to Executive Directors’ remuneration.
          5. Minutes of each meeting shall be kept by the Company Secretary as evidence that the Remuneration Committee has discharged its function.
          6. The Chairman of the Remuneration Committee will report to the Board after each Remuneration Committee Meeting.