Until otherwise determined by the Company at a general meeting, the number of Directors shall not be less than two and not more than eleven.

The Board must consist of at least two directors or one-third of the Board of Directors, whichever is higher, as independent directors.

The tenure of an independent director should not exceed a cumulative term of nine years. Upon completion of the nine years, an independent director may continue to serve on the board subject to the director’s re-designation as a non-independent director. An independent director can remain as an independent director after serving a cumulative term of nine years provided with approval by shareholders in a general meeting.

At the annual general meeting, one-third of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office. All Directors, including the Managing Director shall retire from office once at least every three (3) years but shall be eligible for re-election subject to the Articles of Association of the Company.

Any Director so appointed during the year shall hold office only until the following annual general meeting and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation mentioned above at that meeting.

The roles of the Boards include:

• Approval of financial results
• Declaration of dividends
• Issuance of new securities
• Annual business plan
• Annual financial budget
• Acquisition or disposal of material fixed assets
• Acquisition or disposal of group companies

The Board has established the following Committees in assisting the Board in the execution of its duties:

• Audit Committee
• Remuneration Committee
• Nomination Committee
• Risk Management Committee

The Chairmen of the respective Committees will report to the Board the issues deliberated and recommendations made by the Committees to the Board at the Directors meeting.

• The Directors meet at least four times a year for the despatch of business. A Director may call for a meeting at any time and the Secretary shall on the requisition of a Director summon a meeting of Directors.
  
  
• The quorum necessary for the transaction of business of the Directors shall be two.
  
  
• Minutes of all proceedings of all meetings shall be signed by the Chairman and recorded in the minutes book accordingly.
  
  
• The directors are provided with appropriate reports and information in advance of each meeting regarding the business operations and financial affairs of the Company.
  
  
• To review the performance of the Audit Committee and each of its members at least once every 3 years.

The  Company  Secretaries  are  responsible  for  ensuring  the  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. The Company Secretaries advise the Board on issues relating to corporate governance, compliance with laws, rules, procedures and regulatory requirements.

The Company Secretaries attend and ensure that all Board meetings are properly convened, and that accurate and proper records of the proceedings and resolutions passed are taken and maintained in the statutory register of the Company.

All the Directors are notified of the Board meetings within stipulated time prior to the meeting’s date. Board papers  together  with  the  agenda  are  circulated  to  all  the  Directors  prior  to  Board  Meetings.  This  is  to ensure that the Directors are given sufficient time to read the Board papers before the Board Meetings and enable all Directors to discuss the issues to be raised at the meetings as well as discharge their duties appropriately.

The Board Charter has been adopted by the Board, and the Board will periodically review the Board Charter to meet the needs of the Group and any new regulations that may have an impact in discharging the Board’s responsibilities.