1. Introduction

The Board Charter primary function is to set out the roles and responsibilities of the Board of Directors ("the Board" or "Board") of Titijaya Group of Companies ("Titijaya" or "the Group")

The Board is accountable to Titijaya stakeholders for the corporate governance and performance of the Group. The Board is also committed to achieve the highest standards of business integrity, ethics, and professionalism across the Group's activities.

2. Purposes

The Board, whilst supportive of management, must:-

• Participate in strategic decisions proactively
• Question the management based on informed knowledge
• Overseeing the management's plans, decision and actions
• Monitoring ethical conduct of the company as whole, including employees, financial reporting and regulatory compliance
• Capable to achieve good governance and protecting all stakeholders' interests

3. Board Composition and Size

The Board consists of qualified individuals with various experience, background and perspective to enable them to perform their duties and responsibilities effectively. The composition and size of the Board is such that is facilitates the decision making of the Group.

Pursuant by the listing requirements, at any one time, at least two (2) directors or one third (1/3), whichever is higher of the Board members must be independent directors. If a vacancy in the Board results in non-compliance with the required composition, the vacancy must be filled within 3 months (paragraph 15.02 of the Listing Requirements)

However, the Board must comprise a majority of independent directors where the Chairman of the Board is an independent director to ensure balance of power and authority on the Board. A meaningful proportion of non-executive directors with key attribute of independence. Such directors should ensure that the varied competing interest of all stakeholders are respected without sacrificing financial performance and accountability.

All director shall notify the Board if there is any new directorship or significant commitments outside the Company.

An independent director is independent of management and free from any business or other relationship that could materially interfere with the exercise of unfettered and independent judgement.

4. Position description

Chairman

• Ensuring the Board functions effectively, cohesively and independently of management
• Providing governance in matters requiring corporate justice and integrity
• Monitoring the work of the Board, especially the conduct of Board meetings
• Chair general meetings of shareholders
• Ensuring the effective communication between the Company and its shareholders and relevant stakeholders

Managing Director

• Developing strategic direction of the Group
• Ensuring the Group is properly and efficiently managed by having the executive team implementing the policies and strategies being adopted efficiently
• Take remedial action when it is necessary
• Consistently leading and monitoring of the Group's goals and objectives

Chief Operating Office

• Ensuring the Group's operation is properly executed with the strategic direction of Titijaya Group of Companies
• Ensuring the objectives and standards of performance are fully understand employees
• Ensuring all operational planning and control systems to perform on track
• Monitoring performance results against plans
• Solve operation matters

5. Functions & Duties of The Board

The Board oversees, review and monitors the operation, adequacy and effectiveness of the Group's system of internal controls.

The Board has established the following core committees to assist them in the discharge of their duties and responsibilities in accordance with the approved terms of reference of the respective core committees.

• Audit Committee
• Nomination Committee
• Remuneration Committee

The Board shall schedule at least found (4) meetings annually and special meeting can be convened if it is required.

• Notice of Board meeting, full agenda and full supporting Board materials should be given in advance of each meeting and directors are expected to review materials in advance in order to facilitate meaningful discussion during each meeting.

According to paragraph 15.04 of the Listing Requirements, the Board of directors has the right to the resources, whenever necessary and reasonable for the performance of his duties, at the cost of the Group and in accordance with a procedure to be determined by the Board, including but not limited to obtaining:-

• Full and unrestricted access to any information pertaining to the Group
• Full and unrestricted access to the advice and services of the Group secretary
• Independent professional or other advice

Paragraph 15.08 of the Listing Requirements requires the Board of directors to comply with the following:-

• A director of a listed company must ensure that he attends such training programmes as may prescribed by Bursa Malaysia from times to time
• Bursa Malaysia considers continuous training for the directors of listed companies as important to enable the directors to effectively discharge their duties. In this respect, the Board of a listed company must on a continuous basis, evaluate and determine the training needs of its directors. The subject matter of training must be one aids the directors in the discharge of his duties as a director. The Board must disclose in the listed company's annual report whether its directors have attended training for the financial year. Where any of its directors have not attended any training during the financial year, the Board must state reasons thereof in the annual report of each director.

In addition, it is important for Board of directors to keep abreast of regulatory changes and developments in corporate governance through reading and attendance at relevant training programmes.

Board of directors are required to act in the best interests of the Company. The directors also have a duty of confidentiality in relation to the Group's confidential information.

Board of directors should disclose to the Board if any material personal interest they have in a matter which relates to the affairs of the Group and any other interest which the director believes is appropriate to disclose in order to avoid conflict of interest.

6. Functions & Duties of Committee

A. Remuneration Committee

The Remuneration Committee shall provide competitive, reasonable and fair remuneration to executive directors to ensure that the company retains high calibre executive directors who is filled with knowledge and expertise to increase the value of the entity to benefit all shareholders.

The Remuneration committee shall provide fixed base fee to non-executive directors. It is not by commission or percentage of profit/turnover. The amount of directors' fee to nonexecutive director is subject to the approval of the shareholders at Annual General Meeting.

B. Audit Committee

The Audit Committee aims to present a clear and balanced assessment of the Group's financial position and prospects for its financial statements and quarterly announcements to the shareholders.

The Audit Committee ensure that the financial statement are prepared accordance to the Companies Act and applicable approved accounting standards set out by Malaysian Accounting Standards set out by Malaysian Accounting Standards Board to present true and fair view of the state of affairs of the Group.

The Audit Committee actively identify, assess and monitor key business risks to safeguard shareholders' investments and Group's assets, including the relevant measures deployed by Board to address the said risks.

Understanding the principal risks of the business of the Group and recognize that business decisions require the incurrence of risk.

Audit Committee will ensure an annual review of risk management process, including the procedures should be carried out.

C. Nomination Committee

The Nomination Committee should ensure that the appointment, resignation of directors, company secretaries and auditors are duly executed and documented.

The Board via Nomination Committee must evaluate the training needs of its directors and ensure that their training needs are met. Competencies of members need to be refreshed by participation in:-

• Seminars and workshops that highlight techniques of enhancement of shareholder value and methods of evaluating business performance and capital proposals
• Updating of regulatory and legislative reforms that has impact to The Company
• Understanding financial statements and products which relates to The Company
• Industry conferences and trade shows which strengthen professional networking and enable the gaining of visions of customers and competitors

7. Company Secretary

The Company Secretary plays an important advisory role and is the source of information and advice to the Board on issues relating to compliance with laws, rules procedures and regulations affecting the Group.

The board shall appoint someone who is capable of carrying out the duties to which the post entails and the removal of the Company Secretary shall be a matter for the Board as a whole.

The Company Secretary shall report directly to the Board and the responsibilities will be:-

• Advising the Board and Management on governance issues
• Ensuring the compliance with listing and related statutory obligations
• Attending Board and general meetings ensuring the proper recording of minutes
• Ensuring proper upkeep of statutory obligations
• Assisting Chairman in the preparation for and conduct of meetings
• Assisting the induction of the new directors, and continuously update the Board of changes in listing requirements, other related legislations and regulations

8. Review of Charter

The Board will regularly review this charter to ensure they remain consistent with the Board's objectives, responsibilities, current law and practices.