Governance & Policies

Approved and adopted by the Board of Directors of Bio Osmo Berhad on 15 November 2018

Bio Osmo Berhad maintains a sound governance and ethical business conducts. We advocate sustainability practices where we impose upon all our employees a moral obligation to commit on doing business with integrity and to abide by regulatory laws. The governance practices of Bio Osmo Berhad group is further guided by the followings :

  1. ROLES AND RESPONSIBILITIES OF THE BOARD

1.1 The Board is obligated to play an active role in directing management in an effective and responsible manner. The Directors, collectively and individually, has a legal and fiduciary duty to act in the best interest of the Company and to effectively represent and promote the interests of the shareholders and stakeholders with a view to achieve its vision towards corporate sustainability.

1.2 Having regard to the above, the Board assumes the following major responsibilities in the discharge of its obligations:

a) Ensuring that the Company goals are clearly established and that strategies are in place for achieving them;

b) Establishing policies for strengthening the performance of the Company including ensuring that Management is proactively seeking to build the business through innovation, initiative, technology, new products and the development of its business capital;

c) Monitoring the performance of Management;

d) Deciding on whatever steps are necessary to protect the Company’s financial position and the ability to meet its debts and other obligations when they fall due, and ensuring that such steps are taken;

e) Ensuring that the Company’s financial statements are true and fair and conform with law;

f) Ensuring that the Company adheres to high standards of ethics and corporate behaviour; and

g) Ensuring that the Company has appropriate risk management/regulatory compliances policies in place.

1.3 The Board reserves full decision-making powers on the following matters:

a) Material acquisitions and disposition of assets not in the ordinary course of business;

b) Investments in capital projects;

c) Authority levels;

d) Treasury policies;

e) Risk management policies;

f) Key human resource issues; and

g) Conflict of interest issues relating to a substantial shareholder or a Director.

2. In compliance to the requirements of any Act, rules, regulations and guidelines that are in force from time to time, the Directors have the obligation to notify the Company Secretary as necessary of their directorships, shareholdings and/or interest (direct or indirect) in the Company and update on changes arising thereto as soon as practical.

  1. RESPONSIBILITIES OF MANAGEMENT

2.1 In the normal course of events, day-to-day management of the Company will be in the hands of Management and under the stewardship of the Executive Director.

2.2 The Board has established written policy and procedures determining the authority limit for Management, specifically on procurement, capital expenditure and credit control.

  1. INDEPENDENT DIRECTORS

3.1 At any one time, at least two (2) or one-third (1/3), whichever is higher, of the Board members are Independent Directors as defined in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. The Directors must give effect to the spirit, intention and purpose of the definition.

3.2 The Independent Directors must ensure that the interests of all shareholders, and not only the interests of a particular fraction or group, are indeed taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.

3.3 The tenure of an Independent Director, should not exceed a cumulative term limit of nine (9) years. Upon completion of the nine (9) years, an Independent Director may continue to serve on the Board as a Non-Independent Director. If the Board intends to retain an Independent Director beyond nine (9) years, it shall justify and seek annual shareholders’ approval. If the Board continues to retain the Independent Director after the twelfth (12) year, the Board shall seek annual shareholders’ approval through a two-tier voting process. Under the two-tier voting process, shareholders’ votes will be cast in the following manner at the same shareholders’ meeting:

  • Tier 1: Only the Large Shareholder(s) of the Company votes.
  • Tier 2: Shareholders other than Large Shareholder(s) votes.

Large Shareholder means a person who:

  • is entitled to exercise, or control the exercise of, not less than 33% of the voting shares in the Company; or
  • is the largest shareholder of voting shares in the Company; or
  • has the power to appoint or cause to be appointed a majority of the Directors of the Company; or
  • has the power to make or cause to be made, decisions in respect of the business or administration of the Company, and to give effect to such decisions or cause them to be given effect to.

The decision for the resolution is determined based on the vote of Tier 1 and a simple majority of Tier 2. If there is more than one Large Shareholder, a simple majority of votes determine the outcome of the Tier 1 vote.

The resolution is deemed successful if both Tier 1 and Tier 2 votes support the resolution.

However, the resolution is deemed to be defeated where the vote between the two tiers differs or where Tier 1 voter(s) abstained from voting.

3.4 Directors are expected to advise the Chairman immediately if they believe that they may no longer be independent.

3.5 The Board undertakes to assess the independence of Independent Directors on an annual basis.

  1. BOARD LEADERSHIP

4.1 There are two (2) key tasks in Board leadership, namely the running of the Board and the executive responsibility for the running of the Company’s business. There should be a clear division of responsibilities in the Board to ensure balance of power and authority, such that no one individual has unfettered powers of decision-making.

4.2 The Company is led by the Group Executive Chairman and Group Managing Director with their roles distinct, separated and responsibilities clearly defined between them. The Chairman is responsible for ensuring the integrity and effectiveness of the governance process of the Board while the Group Managing Director leads the executive management and is responsible for the implementation of Company’s policies and strategies besides overseeing and managing the day-to-day operations of the Company.

  1. BOARD MEETINGS

5.1 The Board will normally hold meetings at least four (4) times in each financial year and will hold additional meetings as the situation requires.

5.2 Directors will use their best endeavour to attend the Board Meetings. Directors are expected to prepare themselves thoroughly and to participate fully and constructively in Board discussions and other activities and to bring the benefit of their particular knowledge, skills and abilities to the Board.

5.3 The Board has sole authority over its agenda and exercises this through the Chairman. Any Director may, through the Chairman, request the addition of an item to the agenda.  The Chairman in consultation with the Executive Director and the Company Secretary will set the agenda.

5.4 Directors who are unable to attend the Board Meetings shall accordingly advise the Chairman, Executive Director and/or the Company Secretary on the same at the earliest time possible.

5.5 Board discussions will be open and constructive, recognising that genuinely held differences of opinion could bring greater clarity and lead to better decisions. The Chairman will, nevertheless, seek a consensus of the Board but may, where considered necessary, call for a vote.  All discussions and their record will remain confidential unless there is a specific direction from the Board to the contrary, or disclosure is required by law.  Subject to legal or regulatory requirements, the Board will decide the manner and timing of the publication of its decisions.

5.6 Directors are expected to strictly observe confidentiality of Company information.

  1. ACCESS TO INFORMATION AND ADVICE

6.1 The Company aims to provide all Directors with timely and quality information and in a form and manner appropriate for them to discharge their duties effectively.

6.2 The Management is responsible for providing the Board with the required information in an appropriate and timely manner. The Chairman, assisted by the Company Secretary, assesses the type of information required to be provided to the Board. If the information provided by the Management is insufficient, the Board will make further enquiries where necessary to which the persons responsible will respond as fully and promptly as possible.

6.3 The full agenda and comprehensive Board papers are disseminated to all Directors in advance of meetings to enable them to prepare for the meetings.

6.4 Full Board minutes of each Board meeting are kept by the Company Secretary and are available for inspection by any Director during office hours.

6.5 The Board meeting papers provided to the Directors include progress reports on business operations, financial results, information on business propositions, industry outlook, operational and regulatory compliance matters, corporate proposals besides minutes of meeting of Board Committees and Management. For corporate proposals deemed material and price-sensitive, supporting papers would be circulated to the Directors during the Board meeting.

6.6 At Board meetings, the Management presents and provides explanation on the reports provided. Senior Management and Consultants may be invited to attend the Board meetings to advise or give detailed explanation and clarification on relevant agenda items to enable the Board to make informed decisions. Any Director who has a direct and/or indirect interest in the subject matter to be deliberated on shall abstain from deliberation and voting on the same.

6.7 Directors are entitled to have access, at all reasonable times, to all relevant Company information and to Management and have at least two (2) private sessions in a year with the external auditors.

6.8 The Directors, whether as full Board or individual capacity, may seek independent professional advice in furtherance of their duties. If such advice is considered necessary, it shall be first discussed with the Chairman and having done so, shall be free to proceed. Subject to the prior approval of the Chairman, the cost of the advice will reimbursed by the Company but the Directors will ensure, so far as is practicable, that the cost is reasonable.

6.9 The Directors have unlimited access to the professional advice and services of the Company Secretary.

  1. COMPANY SECRETARY

7.1 The Board appoints the Company Secretary and ensures that the Company Secretary fulfils the functions for which he/she has been appointed.

7.2 The appointment and removal of Company Secretary is a matter for the Board as a whole.

7.3 The Secretary is responsible for ensuring that Board procedures are followed, that the applicable rules and regulations for the conduct of the affairs of the Board are complied with and for all matters associated with the maintenance of the Board or otherwise required for its efficient operation.

7.4 The Board recognises the fact that the Company Secretaries of the Company are suitably qualified and competent in carrying out the duties required.

  1. BOARD COMMITTEES

8.1 Board Committees will be formed only when it is necessary to facilitate efficient decision-making.

8.2 Board Committees will observe the same rules of conduct and procedure as the Board unless the Board determines otherwise.

8.3 The Board of the Company has appointed the following Board Committees with specific terms of reference :

  • Audit Committee
  • Nomination Committee
  • Remuneration Committee

8.4 Independent and Non-Executive Directors of the Company play a leading role in these Committees. The Management is co-opted to the Committees as and when required.

8.5 The Board Committees consider particular issues and recommend proposed actions to the Board. The Chairman of the respective Committees will report on the decisions and/or recommendations made by the Committee to the Board.  The Minutes of all Board Committees are made available to the Board.

8.6 The terms of reference of each Committee appointed by the Board are attached hereto as Appendix E, F & G.

  1. BOARD APPOINTMENTS

9.1 The appointment of new Directors is a matter for consideration and decision by the Board upon recommendation from the Nomination Committee.

9.2 New Directors are expected to have such expertise so as to qualify them to make a positive contribution to the Board performance or its duties and to give sufficient time and attention to the affairs of the Company.

9.3 The Board has never practiced nor allowed gender biasness as they believe that the ability and capability of an individual should be the priority to place in appointing a director.

9.4 The Board designates the Chair of the Nomination Committee as the Senior Independent Director of the Company.

  1. BOARD COMMITMENT

10.1 Any Director of the Company, while holding office, is at liberty to accept other Board appointments so long as the appointment is not in conflict with the business and does not affect his performance as a director. This must be subsequently notified to the Chairman and Group Managing Director.

10.2 Each Director shall attend at least 50% of the total Board meetings held during the year.

10.3 The Directors at any one time must not hold more than five (5) directorships in listed companies.

  1. BOARD TRAINING AND DEVELOPMENT

11.1 In addition to the Mandatory Accreditation Programme as required by Bursa Malaysia Securities Berhad, the Directors are encouraged to attend various training programmes and to participate in site visits at business locations to constantly update their knowledge as well as enhance their skills. This will enable Directors to effectively discharge their duties and keep abreast with industrial sector issues, developments in the industry and global market, management strategies and regulatory laws, rules as well as guidelines and which are relevant to the Company’s operations and business.

11.2 The training needs of the Directors will be reviewed by the Nomination Committee on a regular basis to ensure that they are acquainted with the latest development and changing environment within which the Company operates.

  1. BOARD EVALUATION

12.1 The performance of the Directors as a whole and individually are assessed by the Nomination Committee on a yearly basis with due consideration to the competency, commitment, contribution and performance.

  1. DIRECTORS’ REMUNERATION

13.1 The Company aims to set a fair remuneration and other emoluments to attract, retain and motivate directors and ensure that rewards commensurate with their contributions and in tandem with the performance of the Company.

13.2 The Remuneration Committee is responsible to annually:

a) review the achievement of the Executive Directors and recommend the framework of their remuneration package to the Board for their approval, with the Executive Directors abstaining from deliberation and voting on the same;

b) recommend the basic annual fees and any benefits payable to the Directors; and

c) recommend meeting allowance paid to Directors for attendance at meetings and based on their responsibilities in Board Committees

13.3 The approval for the above lies with the Board prior to recommending the same for shareholders’ approval at the annual general meeting of the Company and the relevant Directors are to abstain from deliberation and voting on their remuneration.

  1. REVIEW OF BOARD CHARTER

14.1 This Board Charter to be made available on the website of the Company will be reviewed periodically to ensure they remain consistent with the Board’s objectives and responsibilities as well as relevant standards of corporate governance.

1. CORPORATE DISCLOSURE POLICY

A. Policy Statement

i. The Company is committed to provide its shareholders, stakeholders and investors with comprehensive, accurate and quality information on timely and even basis of the Company’s and its subsidiaries operations, financial condition and future prospects and in conformity with any and all applicable legal and regulatory requirements.

ii. This Disclosure Policy applies to all directors, management and employees of the Group. It outlines the Group’s approach toward the determination and dissemination of material information, the circumstances under which the confidentiality of information will be maintained, and restrictions on insider trading. It also provides guidelines in order to achieve consistent disclosure practices across the Group.

B. Objectives

i. to raise awareness about and provide guidance to the Board of Directors, management and employees on the Group’s disclosure requirements and practices;

ii. to ensure quality and timeliness of the Group’s disclosure of material information;

iii. to have in place efficient procedures for management of information which at the same time promotes accountability for disclosure of material information; and

iv. to build good investor relations with the investing public that inspires trust and confidence.

2. ADMINISTRATION OF CORPORATE DISCLOSURE

i. The Board is ultimately responsible for ensuring that the Group’s disclosure requirements are fulfilled. The Board delegates the implementation of the Disclosure Policy to the Executive Director and Group Chief Executive Officer (collectively “the EXCO”).

(a) The EXCO has been established to oversee all matters relating to the Group’s corporate disclosure practices and to ensure adherence to the Disclosure Policy.

(b) The functions and responsibilities of the EXCO include:

• creating awareness and understanding of the disclosure requirements;

• ascertaining whether corporate developments, transactions and other events constitute material information and if so, ensuring the procedures outlined in the Disclosure Policy are fully adhered to;

• timely, complete and accurate disclosure of material information or event in accordance with Main Market Listing Requirements (“MMLR”) of Bursa Securities and applicable securities laws;

• implementing and monitoring of compliance with the Disclosure Policy and undertaking reviews of any violations, including assessment and implementation of appropriate consequences and remedial actions; and

• reviewing and updating the Disclosure Policy from time to time to ensure compliance with the MMLR of Bursa Malaysia and other regulatory requirements.

3. AUTHORISED SPOKESPERSON

i. The Board has the overall responsibility of overseeing and co-ordinating the disclosure of material information for the Group’s business, as well as approving financial statements and major developments.

ii. The Group has designated En Shahrizal Hisham bin Dato’ Setia Abdul Halim (Executive Director) as the Authorised Spokesperson.

iii. In the absence of the Executive Director, the Group Chief Executive Officer shall be the Authorised Spokesperson(s).

iv. The following persons shall be responsible for overseeing and co-ordinating the completeness and disclosure of material information:

Authorised persons Responsibility
1. Executive Director &
Group Chief Operating Officer • Day to day management & overall operations
• Financial controls, financial statements and financial reports
• Recommends materiality and disclosure
• Approves announcements for financial matters such as quarterly results
• Recommends announcements and press releases
• Liaison and communication with analyst and media
2. Group Chief Operating Officer & Company Secretary • Ensures regulatory compliance
• Liaison and communication with Bursa Securities
• Prepares announcement

v. The authorised spokesperson(s) shall not disclose material information that has not been previously made public. The authorised spokesperson(s) may, from time to time, designate others to speak on behalf of the Group or to respond to specific inquiries from the investment community or media.

vi. Employees other than the authorised spokesperson(s) shall not respond to inquiries from the investment community or media unless authorised to do so by the authorised spokesperson(s). All such queries should be referred to the authorised spokesperson(s).

vii. If there is any doubt about the appropriateness of supplying information to an outside party, an employee should contact the authorised spokesperson(s) for advice.

4. PROCEDURES FOR DISCLOSURE OF MATERIAL INFORMATION

i. The EXCO will manage all of the Company’s releases of announcements of material information to Bursa Securities through the Company Secretary or the appointed merchant bank in accordance with the applicable securities law and Listing Requirements and the announcement shall then be approved by the Executive Director or Group Chief Operating Officer before release to Bursa Securities.

ii. The Executive Director, Chief Operating Officer and the relevant departments will review and verify the accuracy of all financial data and all information contained in the announcement to ensure that disclosures are consistent with the prevailing accounting standard and guidelines.

iii. After the release of the announcement to Bursa Securities, it will then be made available on the Company’s website.

5. CORPORATE DISCLOSURE

A. The Company’s Website

i. The Company’s website (www.bioosmobhd.com) provides an avenue for the shareholders and the investing public to access information pertaining to the Company. It contains an “Investor Relations” section. All disclosure and material information documents of interest to investors will be made available to and accessible by the public on the website as soon as possible after their release through the newswire service. These include corporate proposals, meetings, announcements, financial reporting and all other announcements that are required pursuant to the MMLR of Bursa Malaysia. Other supplemental and non-material information will be posted on the website as soon as practical after they are available.

ii. The EXCO is responsible for ensuring that the information contained in the “Investor Relations” section of the website is accurate and will be kept up-to-date.

B. Restrictions on Insider Trading

i. Anyone who has access to material information of the Group, its financial condition and its operations, is regarded as an Insider. Material information which is in the possession of an Insider and has not been disclosed to the investing public is Inside Information.

ii. Insiders may not deal in the Company’s securities while in possession of Inside Information, nor may they pass on that information to help another person deal in the Company’s securities.

iii. The relevant provisions of the Capital Markets and Services Act 2007 apply to all Insiders.

iv. Restrictions on Insider Trading shall apply until a reasonable period of time has lapsed after announcement on such transaction has been made to Bursa Securities.

6. CONSEQUENCES FOR NON-COMPLIANCE WITH THE DISCLOSURE POLICY

i. An employee who violates the Disclosure Policy may face disciplinary action, which may result in the termination of employment. The violation of the Disclosure Policy may also violate certain securities laws. If the Company discovers that an employee has violated such securities laws, it may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.

i. The Code of Ethics applies to all members of the Board of Directors serving from time to time. The principles outlined herein are intended to :

codify a standard of conduct by which all Directors are expected to abide;

protect the business interests of the Company;

maintain the Company’s reputation for integrity; and

foster compliance with applicable legal and regulatory obligations.

ii. The Directors are required to observe the following at all times :

(a) act honestly, in good faith and in the best interests of the Company as a whole.

(b) use due care and diligence in fulfilling the functions of office and exercising the powers attached to that office.

(c) use the powers of office for a proper purpose, in the best interests of the Company as a whole.

(d) recognise that the primary responsibility is to the Company’s shareholders as a whole but should, where appropriate, have regard for the interest of all stakeholders of the Company.

(e) must not make improper use of information acquired as a director.

(f) must not take improper advantage of the position of director.

(g) must not allow personal interests, or the interests of any associated person, to conflict with the interests of the Company.

(h) must not give or receive gifts of any value under circumstances that are unlawful or might otherwise appear to be an attempt to improperly influence a decision which affects the Company.

(i) has an obligation to be independent in judgment and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken as a Board.

(j) confidential information received by a director in the course of the exercise of directorial duties remains the property of the Company and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by the Company, or is required by law.

(k) should not engage in conduct likely to bring discredit upon the Company.

(l) has an obligation at all times to act ethically and to comply with the spirit of the Code and the Board Charter.

(m) ensure that all suspected reports of unethical practices are investigated fully and thoroughly to ensure the Company operates in the manner expected of the Company by society.

i. The Board wishes to provide all Directors, management staff and employees of the Group with mechanisms for employees and other interested parties to confidentially and anonymously bring to the attention of the Chairman of the Audit Committee any concerns related to matters covered by the Company’s Code of Ethics and Conduct, legal issues and accounting or audit matters., but also:
• Fraud;
• Corruption, bribery or blackmail;
• Criminal offences;
• Miscarriage of justice;
• Endangerment of an individual’s health and safety; and
• Concealment of any, or a combination, of the above.

ii. The report can be communicated in writing via mail or email. The complaint should be addressed:

Name : Prof. Dr Mohd Amy Azhar bin Haji Mohd Harif, Chairman of Audit Committee
Email : amyazhar@bioosmobhd.com
Mail : (mark “Strictly Confidential to be opened by the addressee ONLY”)
Bio Osmo Berhad
No. 12-2, Jalan Medan Setia 2
Plaza Damansara, Bukit Damansara
50490 Kuala Lumpur
Attention: Chairman Audit Committee

iii. The aim of this Whistle-Blowing Policy is for the employees to raise the matters in an independent and unbiased manner. Employees are not required to prove the cases but rather to provide sufficient information for the management to take appropriate steps.

iv. The Board and the management give their assurance that employees will not be at risk to any form of victimization, retribution or retaliation from their superiors or from any of his management. However, employees must act in good faith in their reporting. This assurance does not however extend to those who are found to have raised the matter under false or malicious intention.

v. Any attempt to retaliate, victimize or intimidate against anyone (whistle-blower) making report in good faith is a serious violation of Whistleblower Protection Act 2010 and shall be dealt with serious disciplinary actions and procedures.

vi. Notwithstanding the above and as provided by the law, employees may report illegal or unethical practices directly to the statutory bodies such as the Malaysian Anti-Corruption Commission, the Security Commission, the Police or other similar government agencies in other countries where the business is located.

CONSTITUTION
The Board of Directors resolved to establish a Committee of the Board to be known as the Audit Committee on 23 October 2007.

1. MEMBERSHIP

1.1. The Audit Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of at least three (3) members, a majority of whom are Independent.

1.2. All members of the Audit Committee shall be Non-Executive Directors and at least one (1) member of the Audit Committee:

(i) must be a member of the Malaysian Institute of Accountants; or

(ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working experience and:

(aa) he must have passed the examinations specified in Part 1 of the First Schedule of the Accountants Act, 1967; or
(bb) 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 or

(iii) fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.

1.3. No alternate director shall be appointed as a member of the Audit Committee.

1.4. In the event of any vacancy in the Audit Committee resulting in the non-compliance of paragraph 15.09(1) of the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements, the Board must fill up the vacancy within three (3) months.

1.5. No former key audit partner shall be appointed as a member of the Audit Committee before observing a cooling-off period of at least 2 years.

1.6. The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Nominating Committee annually to determine whether such Audit Committee and members have carried out their duties in accordance with their terms of reference.

2. QUORUM
A quorum of two (2) members and the majority of members present shall be Independent Directors.

3. CHAIRMAN
The members of the Audit Committee shall elect a Chairman from among their numbers who shall be an Independent Director.

4. SECRETARY
The Company Secretary shall be the Secretary of the Audit Committee.

5. MEETINGS

5.1 Meetings shall be held at least four (4) times a year. Additional meetings may be called at any time at the discretion of the Chairman of the Audit Committee.

5.2 Other members of the Board and senior management may attend meetings upon the invitation of the Audit Committee. The Audit Committee shall meet with the external auditors without executive Board members present, where necessary.

5.3 Meetings of the Audit Committee shall be governed by the provisions of the Company’s Constitution relating to Board meetings except in so far as the same are not amended in these terms of reference.

5.4 Minutes of each Audit Committee meeting shall be kept and distributed to all Audit Committee members. The minutes of the Audit Committee meeting shall be presented at the Board meeting and the Chairman of the Audit Committee shall report on each Audit Committee meeting to the Board.

6. DUTIES AND RESPONSIBILITIES
The functions of the Audit Committee shall be:

6.1 To review:

(i) with the external auditors, the audit plan;
(ii) with the external auditors, his evaluation of the system of internal controls;
(iii) with the external auditors, his audit report;
(iv) the assistance given by the employees of the Company to the external auditors;
(v) the adequacy of the scope, the functions and resources of the internal audit functions and that it has the necessary authority to carry out its work;
(vi) the internal audit programmes, processes, the results of the internal audit programmes, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
(vii) the quarterly results and year end financial statements, prior to the approval by the Board, focusing particularly on:

(aa) changes in or implementation of major accounting policy changes;
(bb) significant matters highlighted including financial reporting issues, significant judgments made by management, significant and unusual events or transactions, and how these matters are addressed;
(cc) compliance with accounting standards and other legal requirements; and
(dd) going concern assumption.

(viii) any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity;
(ix) any letter of resignation from the external auditors of the Company;
(x) whether there is reason (supported by grounds) to believe that the Company’s external auditors is not suitable for re-appointment;
(xi) review any appraisal or assessment of the performance of members of the internal audit function;
(xii) review and approve any appointment or termination of senior staff members of the internal audit function; and
(xiii) take cognisance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.

6.2 To consider:
(i) the major findings of internal investigations and management’s response;
(ii) other topics as defined by the Board; and
(iii) the nomination of a person or persons as external auditors together with such other functions as may be agreed by the Audit Committee and the Board.

6.3 To discuss problems and reservations arising from the interim and final audits, and any matter that the external auditor may wish to raise (in the absence of management, where necessary).

6.4 To review the adequacy and security of the Group’s procedures for handling allegations from whistleblowers.

6.5 To verify the allocation of options pursuant to a share scheme for employees at the end of each financial year.

7. AUTHORITY
The Audit Committee shall have the authority to:

(a) investigate any matter within its terms of reference;

(b) have the resources which are required to perform its duties;

(c) have full and unrestricted access to any information pertaining to the Company;

(d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity (if any);

(e) obtain advice from independent parties and other professionals in the performance of its duties; and

(f) convene meetings with the external auditors and the person(s) carrying out the internal audit function or activity, without the attendance of the executive board members present, where necessary.

Updated on 15 November 2018

CONSTITUTION
The Nomination Committee was set up on 23 October 2007.

1. MEMBERSHIP
The Nomination Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of at least two (2) members, a majority of whom are Independent. All members of the Nomination Committee shall be Non-Executive Directors.

2. QUORUM
A quorum shall consist of two (2) members.

3. CHAIRMAN
The members of the Nomination Committee shall elect a Chairman from among their number who shall be a Senior Independent Non-Executive Director or an Independent Director of the Company.

4. SECRETARY
The Company Secretary shall be the Secretary of the Nominating Committee.

5. MEETINGS

5.1 Meeting shall be held at least once a year. Additional meetings may be called at any time at the discretion of the Chairman of the Nomination Committee.

5.2 The Nomination Committee may invite any other Directors, management and staff to be in attendance during meetings to assist in its deliberation.

5.3 Meetings of the Nomination Committee shall be governed by the provisions of the Company’s Constitution relating to Board meetings except in so far as the same are not amended in these terms of reference.

5.4 Minutes of each Nomination Committee meeting shall be kept and distributed to all Nomination Committee members. The minutes of the Nomination Committee meeting shall be presented at the Board meeting and the Chairman of the Nomination Committee shall report on each Nomination Committee meeting to the Board.

6. DUTIES AND RESPONSIBILITIES
The Nominating Committee is responsible for:

(a) Establishing minimum requirements for the Board i.e. required mix of skills, experience, qualification and other core competencies required of a Director;

(b) Identifying, recommending and assessing the nominees for directorship via:
• open advertising or the services of external advisers to facilitate the search; and
• within the bounds of practicability, candidates proposed by any other senior executive or any director or shareholder.

The actual decision as to who shall be nominated should be the responsibility of the Board;

(c) Overseeing the overall composition of the Board, in terms of the appropriate size and skills, and the balance between Executive Directors, Non-Executive Directors and Independent Directors through annual review;

(d) Recommending to the Board the removal of a Director/Executive Director from the Board/management if the Director/Executive Director is ineffective, errant and negligent in discharging his responsibilities;

(e) To review the performance of the Audit Committee and each of its members annually to determine whether such Audit Committee and members have carried out their duties in accordance with their terms of reference;

(f) Establishing a mechanism for the formal assessment on the effectiveness of the Board as a whole and the contribution of each Director to the effectiveness of the Board, the contribution of the Board’s various committees and the performance of the Executive Director and other key senior management officers. Annual assessment should be conducted based on an objective performance criterion. Such performance criteria should be approved by the Board;

(g) Ensuring that all Directors receive an appropriate continuous training program in order to keep abreast with the latest developments in the industry;

(h) Overseeing the appointment, management succession planning and performance evaluation of key senior management officers;

(i) Recommending to the Board the removal of key senior management officers if they are ineffective, errant and negligent in discharging their responsibilities; and

(j) To perform any other functions as defined by the Board.

7. PROCESS OF THE ASSESSMENT AND EVALUATION

Step 1: Company Secretary advises Directors/Nomination Committee to perform the assessment and evaluation
Step 2: Directors/Nomination Committee complete and submits the assessment and evaluation forms
Step 3: Nomination Committee presents the post evaluation reports to the Board and reports areas of weaknesses, if any
Step 4: Board reviews the post evaluation reports and recommendations by Nomination Committee for improvement, if any
Step 5: Board receives the post evaluation reports and agrees on action plans for improving areas of weaknesses, if any

8. PROCESS OF THE APPOINTMENT TO THE BOARD

Step 1: Nomination Committee reviews annual Board assessment & evaluation
Step 2: Nomination Committee determines the ideal board matrix, gap analysis and criteria for new director appointment
Step 3: Source for the candidate to fill in the vacancy
Step 4: Nomination Committee evaluates and matches the criteria of the candidates and is mindful of various diversity factors including ethnicity, gender and age distribution of the Directors to strengthen the Board composition that meets the objectives and strategic goals of the Company. In this respect, the Board aims to achieve its target of at least two (2) women directors or 30% women directors on the Board.
Step 5: Nomination Committee recommends to the Board for appointment
Step 6: Board approves the appointment of the candidate

9. AUTHORITY

(a) The Nomination Committee is authorised by the Board to act within its terms of reference, to obtain the resources which it requires including but not limited to obtaining advice from expert advisers, both internal and external, and to have full and unrestricted access to information to enable the Nomination Committee to fulfill its objectives.

(b) Each and every member of the Nomination Committee shall be vested with such power and authority, specific or general, as may from time to time be decided upon by the Board.

(c) The actual decision as to who shall be nominated should be the responsibility of the Board after considering the recommendations of the Nomination Committee.

CONSTITUTION
The Remuneration Committee was set up on 23 October 2007.

1. MEMBERSHIP
The Remuneration Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of at least two (2) members of whom the majority shall be Independent.

2. QUORUM
A quorum shall consist of two (2) members.

3. CHAIRMAN
The members of the Remuneration Committee shall elect a Chairman from among their number who shall be a Non-Executive Director.

4. SECRETARY
The Company Secretary shall be the Secretary of the Remuneration Committee.

5. MEETINGS

5.1 Meeting shall be held at least once a year. Additional meetings may be called at any time at the discretion of the Chairman of the Remuneration Committee.

5.2 The Remuneration Committee may invite any other Directors, management and staff to be in attendance during meetings to assist in its deliberation.

5.3 Meetings of the Remuneration Committee shall be governed by the provisions of the Company’s Constitution relating to Board meetings except in so far as the same are not amended in these terms of reference.

5.4 Minutes of each Remuneration Committee shall be kept and distributed to all Remuneration Committee members. The minutes of the Remuneration Committee meeting shall be presented at the Board meeting and the Chairman of the Remuneration Committee shall report on each Remuneration Committee meeting to the Board.

6. DUTIES AND RESPONSIBILITIES
The Remuneration Committee is responsible for:

(a) Recommending a framework of remuneration for Directors and key senior management officers for the Board’s approval. There should be a balance in determining the remuneration package, which should be sufficient to attract and retain Directors of calibre, and yet not excessive. The framework should cover all aspects of remuneration including Director’s fee, salaries, allowance, bonuses, options and other benefits payable.

(b) Recommending specific remuneration packages for Executive Directors. The remuneration package should be structured such that it is competitive. Salary scales drawn up should be within the scope of the general business policy and not be dependant on short-term performance to avoid incentives for excessive risk-taking. As for Non-Executive Directors and Independent Directors, the level of remuneration should be linked to their level of responsibilities undertaken and contribution to the effective functioning of the Board.

(c) To ensure the establishment of a formal and transparent procedure for developing policies, strategies and framework for the remuneration of Executive Directors, management and staff.

(d) To perform any other functions as defined by the Board.

7. AUTHORITY

(a) The Remuneration Committee is authorised by the Board to act within its terms of reference, to obtain the resources which it requires including but not limited to obtaining advice from expert advisers, both internal and external, and to have full and unrestricted access to information to enable the Remuneration Committee to fulfill its objectives.

(b) Each and every member of the Remuneration Committee shall be vested with such power and authority, specific or general, as may from time to time be decided upon by the Board.