TOMYPAK HOLDINGS BERHAD

BOARD CHARTER




INTRODUCTION


The Board of Directors of Tomypak Holdings Berhad fully subscribes to the principles and best practices on structures and processes that companies may use in their operations towards achieving the optimal governance framework set out in the Malaysian Code on Corporate Governance 2012 (the Code). It believes that good corporate governance would result in sustainable long term growth, safeguard the interests of all stakeholders, and enhance shareholders’ value and the Company’s financial performance.



PURPOSE


The Board Charter sets out the structure, role, function, composition and responsibilities of the Board.



BOARD STRUCTURE


As stated in the Article of Association of the Company, the number of directors of the Company shall not be less than three (3) nor more than (15). In accordance with the Company’s Articles of Association, which is in compliance with Chapter 7 of the Listing Requirements, one-third (1/3) of the Directors (including the Managing Director) for the time being or the number nearest to one-third (1/3) shall retire from office at each Annual General Meeting so that all Directors shall retire from office once at least in each three years but shall be eligible for re-election. Directors who are over seventy (70) years of age are required to offer themselves for re-election annually in accordance with Section 129(6) of the Companies Act, 1965. The Board’s composition complies with the Listing Requirements which require one-third (1/3) of the Board members to be independent directors to reflect fairly the interests of the minority shareholders of the Company.



ROLES AND RESPONSIBILITIES OF THE BOARD


1) Roles and Responsibilities of Board

a) Reviews and adopting strategic plans for the Group;

b) Oversee the performance of management, critical and material business issues and specific areas such as risk management, internal control, investor relations and shareholders’ communication;

c) Executive directors are directly involved in managing the Group’s business and resources;

d) Independent non-executive directors are actively involved in various Board Committees and contribute significantly in areas such as performance monitoring and enhancement of corporate governance and controls;

e) Ensure succession planning, including appointing, training and fixing the compensation.


2) Roles and Responsibilities of Chairman and Managing Director

a) The Chairman provides overall leadership to the Board and ensures that the Group’s corporate objectives are met; ensure a balance composition of skills, knowledge and experience within the Board.

b) The Managing Director is responsible to develop and recommend to the Board the long-term strategy of the Group; making and implementing operational decisions and managing day-to-day operations of the Group.

3) Roles and Responsibilities of Board Committees

The Board has delegated certain responsibilities to the Board Committees with clearly defined terms of reference. This Board Committees include Audit Committee, Nomination Committee, Remuneration Committee and Risk Management Committee

a) Audit Committee: The Audit Committee takes the overall responsibility to ensure compliance of accounting policy, reliability of financial statements and audit findings.

b) Nomination Committee: The Nomination Committee takes the overall responsibility of identifying and selecting suitable candidates for the Board as well as reviewing the structure, size and composition of the Board.

c) Remuneration Committee: The Remuneration Committee takes the overall responsibility of reviewing the remuneration packages of the Managing Director, directors and senior executives of the Group.

d) Risk Management Committee: The Risk Management Committee takes the overall responsibility of developing, evaluating and monitoring risk policies, procedures and controls of the Group.



BOARD MEETINGS


The Board convenes at least four quarterly scheduled meetings annually with additional meetings convened for urgent and important matters as and when necessary. Agenda and a full set of Board papers are circulated to all the Directors prior to the Board meetings so as to give directors time to consider and deliberate on the issues to be raised at Board meetings. The Board has the services of qualified and competent Company Secretaries who provides support to the Board for ensuring that all Board procedures are followed and that applicable laws and regulations are complied with. Besides Company Secretaries, directors have access to the financial and operation officers as well as the internal auditors of the Group. Where necessary, Board members are also entitled to seek independent professional advices on specialized issues at the Group’s expense to enable them to discharge their duties with full knowledge of the cause and effect. A resolution in writing signed by a majority of the directors for the time being entitled to receive notice of a meeting of the directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.



REVIEW OF BOARD CHARTER


The Directors will periodically review or revise the Board Charter in accordance with the needs of the Group and any new regulations that may have impact on the discharge of the Board’s duties and responsibilities. The Board Charter is made available for reference in the Company’s website at www.tomypak.com.my