Board Charter/ Term of Reference of Committees

Investor’s Relations

1. Purpose

The Charter sets out the authority, responsibilities, membership and operation of the Board of Muda Holdings Berhad (“the Company” or “Muda”).

It must be noted that the roles and responsibilities of the Board will evolve as the Company moves forward. As such, a regular review of the balance of responsibilities is seen to be appropriate to ensure that the division of the function remains appropriate to the need of the Company.

This policy statement is only a summary of the matters reserved to the Board and should therefore only be used as a general guide, which is not to be used in a legal capacity.

2. Role of the Board

The Board’s role is to:-
Act in the best interest of the Company;
Represent and serve the interests of shareholders by guiding and monitoring the Company’s strategies, policies and performance;
Set, review and monitor the Company’s value; and
Keep shareholders informed of the Company’s performance and major development which affect it.

3. Responsibilities of the Board

The management and control of the business of Muda is vested in the Board. The Board’s primary responsibility is to oversee Muda’s business activities and management for the benefit of Muda’s shareholders. The Board also recognises its responsibilities to Muda’s employees, the environment and communities in which Muda operates and where appropriate, other stakeholders. The Board strives to create shareholder value and ensure that shareholders’ funds are prudently safeguarded.

The key responsibilities of the Board include:-

Development of corporate objectives and strategy with management and approving plans, new investments, divestments, major capital expenditure and operating expenditure and major funding activities proposed by management;
Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all time the state of the health of the Company;
Reviewing and approving the Company’s annual budgets, financial position, system of risk management and internal compliance and control, codes of conduct and legal compliance;
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;
Board and Executive Management development and succession planning;
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;
Ensuring that the Company and its officers act legally, ethically ad responsibly on all matters;
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
Ensuring corporate accountability to the shareholders primarily through adopting an effective shareholder communication strategy, encouraging effective participation at general meetings and, through the Chairman, being the key interface between the Company and its shareholders.
The Board may establish other policies and practices to ensure that the Board fulfils its functions and ensuring that it remains an effective decision making body.

4. Delegations

The Board retains all rights and power conferred upon it by the Company’s Articles of Association (“the Constitution”) and by law which cannot be delegated.
The Board may delegate their powers as they consider appropriate. However, ultimate responsibility for strategy and controls rests with the Board.

1 Delegation to CommitteesThe 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
• Executive Committee
• Nominating Committee
• Remuneration Committee
• Sustainability Committee
Each of these Committees has its own terms of reference, setting out its roles and responsibilities, compositions, structure, membership requirements and the manner in which the Committee is to operate. All terms of reference of these Committees are reviewed regularly.
The Audit Committee comprises of four (4) members who are all Non-Executive Directors, the majority of whom are independent. The Nominating Committee comprises of three (3) members, all of whom are independent and non-executive. The Remuneration Committee comprises of three (3) members, all of whom are independent and non-executive.
2 Delegation to the Managing Director
The Board may delegate to the Managing Director all those powers and authorities required to manage and control the day to day operation of the Company. The Managing Director is responsible for the attainment of the Company’s goal and vision for the future, in accordance with the strategies, policies, programs and performance requirements approved by the Board.
3 Powers Reserved to the Board Board or its Committees include the following:-• Appointment and removal of Chairman of the Board;
• Appointment and removal of the Managing Director;
• Appointment of Directors to fill vacancy or as additional directors;
• Establishment of Board Committees, their membership, terms of reference and delegated authorities;
• Approval of dividends and dividend policy;
• The issue of equity like instruments;
• Review of corporate governance principles, policies and related public documents;
• Approval of expenditure in excess of the monetary authority levels delegated to management;
• Calling of meetings of shareholders;
• Expansion of the Company’s activities into new geographic areas involving substantial risks or new, non-core an substantive businesses;
• The remuneration of the Managing Director and Executive Directors;
• Any changes to the authority delegated to the Managing Director and Executive Directors by the Board; and
• Any other specific matters nominated by the Board from time to time.

5. Board Structure

The Constitution governs the regulations and proceedings of the Board.

1 Board CompositionIt is intended that one third of the Board should comprise of independent non-executive directors and consists of directors with a broad range of skills, diversity, expertise and experience from a range of backgrounds.
2 ChairmanThe Chairman of the Board need not be an independent director and is responsible for the leadership and management of the Board, ensuring the Board and its committees function effectively and to lead the Board in establishing and monitoring good corporate governance practices in the Company. The positions of Chairman and Managing Director should be held by different individuals.
3 IndependenceThe Board regularly reviews the independence of each Non-Executive Directors in the light of information available to this assessment as disclosed by each Non-Executive Director to the Board.
A Director is considered to be independent for the purpose of service on the Board and the Board Committee if the director satisfies Paragraph 1.01 and Practice Note 13 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Listing Requirements”).
4 Election and Re-electionThe Constitution, the Bursa Listing Requirements and the Companies Act, 2016 governs the election and re-election of Directors.
New Directors are provided with formal letters setting out the key terms and conditions of their appointment.
Directors are invited to participate in induction programs and any continuing education arranged for them.
5 MeetingsThe Board is structured to facilitate the effective discharge of its duties and to add value through its deliberations. The Board shall meet at least four (4) times per year to coincide with announcement of quarterly financial results to Bursa Malaysia Securities Berhad and additional meetings will be convened as warranted by circumstances.
Non-Executive Directors should meet without the presence of the Executive Directors or management with the external auditors at least twice a year.
The quorum for board meetings shall be two (2) directors.
The board should have access to all information pertaining to the Company in a timely manner for the discharge of its duties effectively. The agenda and papers for meetings should be circulated to the Directors at least five (5) business days prior to the meeting to enable the Directors to prepare for the meetings and to make an informed decision.
The Board, through the Nominating Committee, will review the performance of the Directors retiring by rotation and seeking re-election under the Articles of Association each year, the results of which will form the basis of the Board’s recommendation to shareholders at the Annual General Meeting.

6. 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 sounding board for the Chairman;
an intermediary between the Independent Directors and the Chairman on sensitive issues; and
a designated contact for shareholders and other stakeholder when the normal channel of communication with Chairman or Managing Director is considered to be inappropriate or inadequate.

7. Access to Information

All Directors have access to Company employees, advisers and records. In carrying out their duties and responsibilities, Directors have access to advice and counsel from the Chairman, the Managing Director, the Company Secretaries and Group Financial Controller, and are able to seek independent professional advice at the Company’s expense, after consultation with the Chairman or the Managing Director.

8. Time Commitment

The 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 5 directorships in listed issuers to ensure that directors do not have competing time commitment that impair their ability to discharge their duties effectively.

9. Performance Evaluation

The Board through the Nominating Committee, will review the performance of the Directors retiring by rotation and seeking re-election under the Constitution each year, the results of which will form the basis of the Board’s recommendation to shareholders at the Annual General Meeting.
The Nominating Committee also assess Board’s effectiveness in the areas of composition, administration, accountability and responsibilities. The Directors’ self and peer assessment is intended to evaluate the mix of skills, experience and other relevant qualities the Directors bring to the Board, and takes into account the individual Director’s ability to exercise independent judgement at all times and to contribute to the effective functioning of the board.

10. Approval and Review of the Charter

The Board shall review the Charter periodically to ensure its relevance and effectiveness.

1. INTRODUCTION
One of Muda Holdings Berhad’s core values is to uphold sound, responsible and fair business practices. The Company and its subsidiaries is committed to promoting and maintaining the highest possible ethical standards in relation to all business activities. The Company’s reputation for maintaining ethical and lawful business practices is of paramount importance and this policy is designed to preserve these values. The Company, therefore has zero tolerance policy towards any form of corruption, including but not limited to making, receiving or accepting any bribe, corrupt payment, kickback, or facilitation payment to or from anyone, anywhere in the world.

For purposes of this Code, the terms “Company” and “the Muda Group” mean Muda Holdings Berhad and all its subsidiaries and affiliates worldwide.

2. PURPOSE AND SCOPE
This policy sets the Muda Group’s position on any form of bribery and provides minimum standards aimed at:-

(a) ensuring compliance with all applicable anti-bribery and anti-corruption laws, rules and regulations, not only in Malaysia, but also in any other country within which the Muda Group may carry out its business or in relation to which its business may be connected;
(b) enabling employees and persons associated with the Muda Group to understand risks associated with inappropriate and unlawful conduct and to enable and encourage them to be vigilant and to effectively recognize, prevent, avoid and report any wrongdoing, whether by themselves or others;
(c) providing suitable and secure reporting and communication channels and ensuring that any information that is reported is properly and effectively dealt with;
(d) creating and maintaining a rigorous and effective framework for dealing with any suspected instances of bribery or other unethical conduct; and
(e) ensuring that the relationships between the Muda Group employees and their dependents with suppliers, contractors and customers are transparent and lear.

This policy applies to Muda Holdings Berhad (together with its subsidiaries, the “Muda Group” or the “Company”), its employees (including full time, probationary, contract and temporary staff) (“Employees”) and Directors of the Group. It applies to any individuals or corporate entity associated with the Muda Group or who performs functions in relation to, or for and on behalf of the Muda Group including agents, contractors, consultants, third party service providers, joint venture artners, suppliers and sponsors.

The purpose of this Anti-Bribery and Anti-Corruption Policy is to reiterate Muda Group’s commitment to full compliance by the Company, its subsidiaries and its affiliates and its officers, directors, employees and agents of any local anti-bribery or anti-corruption laws that may be applicable. This Policy sets out the parameters to prevent the occurrence of bribery and corrupt practices in relation to the business of the Group. This Policy is supplemental to, and shall be read in conjunction with the Code of Business Conduct and Ethics.

3. DEFINITION
Corruption is the abuse of public power for private profit, or the misuse of entrusted power for private gain. Bribery is the offer, promise, or payment of cash, gifts, or even excessive entertainment, or an inducement of any kind offered or given to a person in a position of trust to influence that person’s views or conduct to obtain an improper advantage. Bribery and corruption can take many forms, including or acceptance of:-
(a) cash payments or cash equivalent;
(b) “consulting” relationships or phony jobs;
(c) facilitation payments or “kickbacks”;
(d) political and charitable contributions; and
(g) hospitality, gifts and entertainment.

4. OBLIGATIONS
The policy is designed to avoid violations of applicable anti-bribery and anti-corruption laws and prohibits:-

(a) offer, promise or give a financial advantage to another person (i.e. to bribe a person) including but not limited to any employee, employees of private and non- governmental entities, agent or representative of a government, political party and party official and candidate for the purpose of inducing or rewarding improper conduct.
(b) request, agreement to receive or accept a financial and other advantage (i.e. a bribe) for or in relation to improper conduct.
(c) the maintenance of inaccurate or the falsification of books and records detailing transactions and failing to establish and maintain a system of internal controls to reasonably assure all transactions are accurately recorded.

It is an offence to bribe another person in the course of doing business, for the purpose of obtaining or retaining business, or obtaining or retaining an advantage in the conduct business, for the Muda Group. Any employee or associated persons, as well as the Company itself, may be held liable for this offence. The Muda Group may suffer substantial reputational damage in connection with this offence.

5. POLICY
All employees, directors and associated persons are required to:-

(a) comply with Section 17A of the Malaysian Anti-Corruption Commission Act, 2009 (MACC Act) and any anti-bribery and anti-corruption legislation that applies in any jurisdiction in any part of the world in which the Muda Group might be expected to conduct business.
(b) act honestly, responsibly and with integrity.
(c) safeguard and uphold the Muda Group’s core values by operating in an ethical, professional and lawful manner at all times.

Bribery of any kind is strictly prohibited. Under no circumstances should any provision be made, money set aside or accounts created for the purpose of facilitating the payment or receipt of a bribe.

Personal funds may not be used to accomplish what is prohibited by this policy. If in doubt as to what might amount to bribery or other unethical conduct or might constitute a breach of this policy, you should refer the matter to the Chief Executive Officer/ Senior General Manager/General Manager/Head of Department.

Breach of any of the provisions of this policy will constitute a disciplinary offence. Depending on the gravity of the offence, it may be treated as gross misconduct and could render the employee liable for summary dismissal. As far as associated persons or other corporate entities are concerned, breach of this policy could lead to suspension or termination of any relevant contract, sub-contract or other agreement with these associated persons or corporate entities.

6. RESPONSIBILITIES AND REPORTING PROCEDURE
It is the contractual duty and responsibility of all employees and directors and associated persons or corporate entities to take whatever reasonable steps that are necessary to ensure compliance with this policy and prevent, detect and report any suspected bribery, fraud, corruption in accordance with the procedure set out in the Whistleblowing Policy and Procedures Manual. You must immediately disclose to the Company or its subsidiaries, any knowledge or suspicion they may have that you, or any other employee or associated person or another corporate entity, has plans to offer, promise or give a bribe or a request, agree to receive or accept a bribe in connection with the business of the Muda Group. For the avoidance of doubt, this includes reporting your own wrongdoing.

The duty to prevent, detect and report any incident of bribery and any potential risks rests not only with the Directors of Muda Holdings Berhad and its subsidiaries, but applies equally to all employees and associated persons and other corporate entities that have business dealing with the Muda Group. Employees are required to immediately report known or suspected violations of this Policy to the Chief Executive Officer.

7. RISK ASSESSMENTS
The Company and its subsidiaries shall regularly assess the nature and extent of the risks relating to bribery to which it is exposed, being aware that risks are potentially present internally and externally. The Senior General Manager/General Manager/Head of Departments of the Company and its subsidiaries will take responsibility for instigating and carrying out relevant risk assessment exercises at regular intervals, such exercises shall include consideration of:-

(a) the Company’s and its subsidiaries’ business activities across all operations nationally and internationally and any actual or proposed changes to those activities.
(b) the Company’s and its subsidiaries’ employees and their knowledge and understanding of the Muda Group’s business profile and associated bribery risks.
(c) the business activities of the Company’s and subsidiaries’ customers, suppliers, contractors, intermediaries, agents, joint venture and other business partners and the interface between those activities and those of the Company and the subsidiaries.
(d) the markets and countries in which the Company and its subsidiaries and those acting on the Company’s and subsidiaries’ behalf operates.

The Company and its subsidiaries are committed to investigating and be fully informed about the individuals and organization with whom it has business dealing and the markets in which it operates.

The extent of due diligence into business relationships will vary according to the risk. Where appropriate, before entering into any business relationship, the ctions the Company and its subsidiaries may take include, but not limited to:-

(a) making enquiries about the risk of bribery in a particular country or location in which the Company or its subsidiaries are seeking a business relationship, the types of bribery most commonly encountered and any information about the preventive actions which are most effective;
(b) investigating the bribery risks that a particular business opportunity raises, for example, establishing whether the project is to be undertaken at market prices and has a defined legitimate objective and specifications;
(c) establishing whether individuals or organizations involve in key decisions, such as intermediaries, consortium or joint venture partners, contractors, onsultants, suppliers or agents have a reputation for bribery and whether anyone associated with them is being investigated or prosecuted or has been convicted or debarred, for bribery or related offences. This may include considering the risks associated with politically exposed persons where the proposed business relationship involves, or is linked to, a prominent public office holder.
(d) checking that potential partners internal anti-corruption measures are consistent with the terms of this policy, and where necessary, encouraging the adoption of such measures.
(e) ensuring all business relationships and transactions are properly documented and recorded and have the express approval of the requisite Chief Executive Officer/Managing Director/Senior General Manager/Heads of Department.
(f) ensuring that the Company and its subsidiaries are able to exit from any business relationship if bribery occurs or is reasonably thought to have occurred.

8. HOSPITALITY, GIFTS AND ENTERTAINMENT
This Policy does not prohibit normal and appropriate hospitality (given and received) to and from third parties.

Hospitality, Gifts and Entertainment Given

Typical and appropriate client lunches and dinners are deemed appropriate and do not in themselves exert nor are intended to exert undue influence and are thus not specifically recorded to comply with this policy Information on corporate events over and above normal client lunches and dinners are recorded by the Finance Department. This information will include details of all clients that attended the event.

It is understood that when authorizing expenditure the attendees at such events, may if appropriate, include transport to and from as well as accommodation at the event. All hospitality is offered in an open non-secretive manner. All expenditure and expenses on hospitality and entertainment must be approved in accordance with the Group’s Financial Policy and Procedures.

Flower, cards and seasonal/festival gifts under RM500.00 are deemed not in themselves to exert undue influence. Such activities are not recorded in a formal register. Gifts of over RM500.00 are recorded on the Company’s and its subsidiaries’ platform and brought to the attention of the Chief Executive Officer/Senior General Manager/General Manager. Gifts will only be provided if:-

(a) they do not exert undue influence,
(b) they comply with local law;
(c) they are given in the name of the Company or its subsidiaries and not in the
name of an individual;
(d) they do not include cash or a cash equivalent;
(e) they are appropriate in the circumstance and for that market sector; and
(f) they are given openly and not secretly.

Hospitality, Gifts and Entertainment Received

Typical and appropriate business lunches and dinner are deemed appropriate and do not in themselves exert nor are intended to exert undue influence and are thus not specifically recorded to comply with this Policy. All entertainment received with an estimated value of more than RM500.00 shall be reported by email to both the person’s line manager and the Chief Executive Officer. The estimated cost will include food, alcohol, travel and tickets paid by a third party. All gifts received by employees with an estimate, or actual retail value of RM500.00 or more, must be reported by email to both the persons line manager and the Chief
Executive Officer. If appropriate, the line manager will seek advice from the Chief Executive Officer as to whether the gift should be returned. The Human Resource Department will keep a record of all declarations made and issued to the Chief Executive Officer on request.

9. FACILITATION PAYMENTS AND KICKBACKS
We do not make, and will not accept, facilitation payments or “kickbacks” of any kind.

10. DONATIONS
We do not make donations to political parties. We only make charitable donations that are legal and ethical under local laws and practices. Company donations shall not be offered or made without the prior approval of the Chief Executive Officer.

Typical individual to individual donations for their charitable activities are deemed not in themselves to exert undue influence and are not recorded.

11. RECORD KEEPING
We shall keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties. All staff expense claims relating to hospitality, gifts or expenses incurred to third parties shall be submitted in accordance with our expenses policy and specifically records the reasons for the expenditure.

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties such as customers, suppliers, agents, consultants and
business contacts should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.

12. TRAINING AND COMMUNICATION
Training on this Policy forms part of the induction process for all new employees. All existing employees will receive training on how to adhere to this Policy. All subsequent changes to this Policy will be communicated to all employees through the Human Resource Department of the Company and its subsidiaries.

Our zero tolerance approach to bribery, fraud and corruption is communicated to all customers, suppliers, contractors, business partners and intermediaries at the outset of our business relationship with them and as appropriate thereafter.

13. MONITORING AND REVIEW
The Senior General Manager/General Manager will monitor the effectiveness and review the implementation of this policy in the Company and the subsidiaries, considering the suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.

Employees are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries shall be reviewed by the Board of Directors. This policy does not form part of any employee’s contract of employment and it may be amended at any time. This policy is subject to review once in every three (3) years by the Board of Directors.

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Terms of Reference

Members	Datuk Nik Ibrahim Bin Nik Abdullah (CHAIRMAN) (Senior Independent Non-Executive Director) Tan Sri Lim Guan Teik (Non-Independent Non-Executive Director) Mr Lee Khim Sin (Independent Non-Executive Director) Mr Wong Choong Yee (Independent Non-Executive Director)
Membership	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. All members of the Committee should be financially literate and at least one member of the Committee:- (a) Must be a member of the Malaysian Institute of Accountants; or (b) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience and:- (i)he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act, 1967; or (ii)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. No alternate director shall be appointed a member of the Committee. 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. 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. 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. 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. The terms of office and performance of the Committee and each of its committee members should be reviewed by the Nominating Committee annually
Authority	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. 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. The Committee shall have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity.
Functions	The functions of the Committee shall include the following:- consider the appointment of external auditor, the audit fee and any question of resignation and dismissal; 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; review with the external auditor, his evaluation of the system of internal controls; assess the suitability, objectivity and independence of the external auditors on annual basis. review the quarterly results and year end financial statements, prior to the approval of the Board of Directors, focusing particularly on:- a. any changes in accounting policies and practices; b. 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; c. compliance with accounting standards and other legal requirements. 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); review the external auditor’s management letter and management’s response; 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; 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; review any appraisal or assessment of the performance of members of the internal audit function; approve any appointment or termination of senior staff members of the internal audit function; take cognizance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning; consider any related party transaction and conflict of interest situation that may arise within the Company or the Group; consider the major findings or internal investigations and management’s response; 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; consider other topics as defined by the Board of Directors; 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; 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 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, if any.
Meetings	The Committee shall hold at least four (4) meetings per year to review the quarterly results and year end financial statements of the Company and Group and audit plan of the Company 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. The Committee shall meet with external auditors without presence of executive board members at least twice a year. 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. 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. The quorum for the meeting shall consist of a majority of independent non-executive directors.

Terms of Reference

A	Members	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 Senior Independent Director shall be appointed by the Board to be Chairman of the Nominating Committee.
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	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. Meetings of the Nominating Committee shall be summoned by the Secretary of the Nominating Committee at the request of any member thereof. The chief executive shall attend meetings of the Nominating Committee as required.
F	Minutes of Meeting	The Secretary shall minute the proceedings and resolutions of all Nominating Committee meetings. 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:- 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. 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. 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. 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. 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. 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. 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. 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. Recommend to the Board the membership and chairmanship of the Audit and Remuneration Committee. Nominate suitable candidates for the role of senior independent director. 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. 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. 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. 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. ii. Within the last 2 years has not been employed as an officer (as defined under Section 2 of the Companies Act, 2016) of the Company. iii. Is not a major shareholder of the Company. iv. Is not a family member of any executive director, officer or major shareholder of the Company. v. Is not acting as a nominee or representative of any executive director or major shareholder of the Company. vi. Has not been a professional advisor to the Company or is not presently a partner, director (except as an independent director) or major shareholder of a firm or corporation which has provided professional advisory services to the Company. vii. Has not engaged in transactions with the Company or is not presently a partner, director or major shareholder of a firm or corporation (other than subsidiaries of the Company) which has engaged in transactions with the Company. Facilitate board induction and annual training programmes for newly appointed directors and for members of the Board respectively. 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. 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

Members	Datuk Nik Ibrahim Bin Nik Abdullah (CHAIRMAN) (Senior Independent Non-Executive Director) Mr Lee Khim Sin (Independent Non-Executive Director) Tan Sri Lim Guan Teik (Non-Independent Non-Executive Director) Mr Wong Choong Yee (Independent Non-Executive Director)
Membership	The Committee shall have at least three (3) members consisting of non-executive directors and a majority of them must be Independent Directors.
Functions	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. 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. To recommend to the Board of Directors after reviewing management’s proposals:- a. overall annual salary increment guidelines/limits of all non-unionised staff; b. annual bonus limits/guidelines; c. ex-gratia payment for unionised staff; d. 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.
Meetings and Procedures	Meetings are to be held as and when necessary. The quorum for each meeting shall be two (2) members. The Remuneration Committee shall decide on its own procedures and administrative arrangements. The chief executive shall attend and make representations at meetings, whenever business is not related to Executive Directors’ remuneration. Minutes of each meeting shall be kept by the Company Secretary as evidence that the Remuneration Committee has discharged its function The Chairman of the Remuneration Committee will report to the Board after each Remuneration Committee Meeting.