企業管治

HEVEABOARD BERHAD (275512-A)

- BOARD CHARTER

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1.0 INTRODUCTION

The primary objective of the Company's Board Charter is to set out the roles and

responsibilities of the Board of Directors ("Board").

The Board, whilst supportive of Management, must:-

? Approve and proactively participate in strategic decisions.

? Challenge management with questions based on informed knowledge;

? Oversee management’s plans, decisions, and actions;

? monitor management’s ethical conduct, financial reporting and regulatory

compliance;

? Play a critical role in ensuring sound and prudent policies and practices of the

Company;

? Be capable of effectively achieving good governance and protecting the interests

of shareholders; and

? Proactively support and have continuous oversight over risk management,

internal controls and compliance matters involving the Company.

The Board will regularly review this charter and the terms of reference of Board

Committees to ensure they remain consistent with the Board’s objectives and

responsibilities, and relevant laws, regulations, guidelines and standards of corporate

governance.

2.0 BOARD SIZE AND COMPOSITION

a. The Board should comprise of individuals with character, experience, integrity,

competence and time to effectively discharge their role as company director. The

composition and size of the Board is such that it facilitates the making of informed

and critical decisions.

b. The number of directors shall not be less than two (2) and not more than twelve

(12). The appointment of directors shall be recommended by the Nomination

Committee and approved by the Board.

c. At any one time, at least two or one-third (1/3), whichever is higher, of the Board

members are independent directors.

d. The Board may appoint a senior independent director to whom shareholders’

concerns can be conveyed if there are reasons that contact through the normal

channels of the chairman or the managing director have failed to resolve them.

The Board shall appoint the senior independent director as the chairman of the

Nomination Committee, unless a better candidate is available.

e. The positions of chairman of the Board and managing director should be held by

different individuals, and the chairman must be a non-executive member of the

Board. The Board must comprise a majority of independent directors where the

chairman of the Board is not an independent director.

In the event that the positions of chairman of the Board and managing director are

HEVEABOARD BERHAD (275512-A)

- BOARD CHARTER

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held by the same person, the Company shall provide explanation and justification

in the Annual Report of the Company.

f. The Board shall endeavour to achieve 30% female directors by 31 December

2014. The Board through its Nomination Committee should take steps to ensure

that women candidates are sought as part of the recruitment exercise.

3.0 POSITION DESCRIPTION

3.1 CHAIRMAN

a. The chairman should:

i. Ensure the smooth functioning of the Board;

ii. Act as facilitator at meetings of the Board to ensure that no directors,

whether executive or non-executive, dominate discussion, that

appropriate discussion takes place and that relevant opinion among

directors is forthcoming;

iii. Inculcate positive culture in the Board;

iv. Ensure that all relevant issues are on agenda for Board meeting and

all directors are able to participate fully in the Board’s activities;

v. Ensure that the Board debates strategic and critical issues; and

vi. Ensure that the Board receives the necessary information on a timely

basis from Management.

b. The Chairman will have no casting vote if two (2) directors form a quorum,

or if there are only two (2) directors competent to vote on the question at

issue.

3.2 MANAGING DIRECTOR

a. The managing director should:

i. Be persons of high professional calibre, and unquestionable integrity;

ii. Directly responsible for the day-to-day operations of the Company;

iii. Familiar with the Company’s performance, the adequacy of internal

controls, risk management and compliance with legal requirements as

well as current matters and policies affecting the industry in general;

iv. Devote full attention and time to their duties and responsibilities and be

able to direct and supervise the Company effectively and responsibly;

and

v. At all times exercise professional skill, due care and diligence when

HEVEABOARD BERHAD (275512-A)

- BOARD CHARTER

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performing his functions, exercising their powers or discharging his

duties.

b. The key role of a managing director, amongst others, include:

i. Developing the strategic direction of the Company;

ii. Ensuring that Board decisions are implemented and Board directions

are responded to;

iii. Providing directions in the implementation of short and long-term

business plans;

iv. Providing strong leadership; i.e. effectively communicating a vision,

management philosophy and business strategy to the employees;

v. Keeping Board fully informed of all important aspects of the

Company’s operations and ensuring sufficient information is distributed

to Board members; and

vi. Ensuring day-to-day business affairs of the Company are effectively

managed.

The sound operation of the Company depends critically on its managing director.

Thus, he must be able to devote his full attention and time to be able to discharge

his duties and responsibilities effectively and diligently.

As the managing director is directly responsible for the day-to-day operations of

the Company, he must be familiar with the operations of the Company, the state

of internal controls, requirements of regulations, as well as current issues and

policies affecting the industry in general. He must also have the necessary

knowledge and professional competence in the conduct of the Company’s

business.

In the absence of its managing director, the executive director who is fully

acquainted with the Company’s affairs, is the person who will be directly

responsible for the overall running of the Company.

3.3 INDEPENDENT DIRECTOR

An independent director should declare to the Company annually that he complies

with the criteria as stated below.

1) He is independent of management and free from any business or other

relationship, which could interfere with the exercise of independent judgment

or the ability to act in the best interest of the Company anda.

Is not an executive director of the Company or any related corporation

of the Company;

b. Has not been within the last 2 years and is not an officer (except as a

non-executive director) of the Company;

HEVEABOARD BERHAD (275512-A)

- BOARD CHARTER

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c. Is not a major shareholder of the Company;

d. Is not a family member of any executive director, officer or major

shareholder of the Company;

e. Is not acting as a nominee or representative of any executive director

or major shareholder of the Company;

f. Has not been engaged as an adviser by the Company under such

circumstances as prescribed by the Exchange 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 Company under such

circumstances as prescribed by the Exchange; or

g. Has not engaged in any transaction with the said Corporation under

such circumstances as prescribed by the Exchange 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 applicant or the listed

corporation) which has engaged in any transaction with the said

Corporation under such circumstances as prescribed by the Exchange.

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