TOMYPAK HOLDINGS BERHAD

Board Charter

board charter

Introduction

Our Board of Directors is guided by the principles and best practices of the Malaysian Code on Corporate Governance 2021 (MCCG 2021) and complies with the Main Market Listing Requirements (MMLR) issued by Bursa Malaysia Securities Berhad.

Pursuant to the Company’s Constitution:

  • The Board comprises no fewer than three (3) directors and no more than fifteen (15).
  • In line with the Listing Requirements, at least two (2) directors or one-third (1/3) of the Board, whichever is higher, must be Independent Directors.
  • The Company shall ensure the Board has at least one (1) woman director.
  • Directors shall retire by rotation in accordance with the Constitution and be eligible for re-election.
  • Tenure of Independent Directors: An Independent Director’s cumulative tenure shall not exceed twelve (12) years; thereafter, the director shall resign or be re-designated as a non-independent director.
  • Fit & Proper Policy: Appointment and re-election of directors shall comply with the Company’s Directors’ Fit & Proper Policy, published on the Company’s website.

COMMITMENTS

Roles and Responsibilities

The Board assumes the following principal responsibilities:

  • Review and adopt strategic plans for the Group.
  • Oversee management performance and key business issues including risk management, internal control, investor relations, and shareholder communications.
  • Oversee sustainability governance, including the integration of ESG considerations into strategy, risk management, targets, and reporting.
  • Ensure succession planning, including appointments, training, fit & proper assessments, and remuneration frameworks for Directors and senior management.
  • Board and Director Evaluation: Conduct annual evaluation of the Board, Committees, and individual Directors; disclose assessment methodology and summary in the Annual Report.
  • Directors’ Training: Ensure all Directors undertake continuous education, and the Board discloses training attended in the Annual Report.
  • The Chairman leads the Board and ensures corporate objectives are met. The Chairman shall not be a member of the Audit Committee, Nomination Committee, or Remuneration Committee.
  • The Managing Director develops and implements corporate strategy and manages operations.

The Board has established Committees to assist in discharging its duties. Each Committee operates under a Terms of Reference (ToR) approved by the Board, which sets out its composition, authority, and responsibilities. The ToRs are reviewed periodically and published on the Company’s website.

  • Audit Committee (AC): Comprises at least three (3) non-executive directors, the majority of whom are independent. The Chairman must be an independent director and must not be the Chairman of the Board. The Committee assists the Board in overseeing financial reporting, internal audit, external audit, and related-party transactions.
  • Nomination and Remuneration Committee (NRC): Comprises exclusively non-executive directors, with a majority independent. The Chairman of the Board shall not chair the NRC. The NRC oversees board appointments, fit and proper assessments, diversity, succession planning, and remuneration policies for directors and senior management.
  • Risk Management Committee (RMC): Supports the Board in identifying, assessing, and monitoring key business and ESG risks. The RMC ensures the Group maintains an effective risk management framework, while ultimate accountability remains with the Board.
  • Sustainability Committee (SC): Advises and supports the Board on sustainability matters, including ESG strategy, targets, disclosures, and compliance with Bursa Malaysia’s sustainability reporting requirements.
  • Investment and Development Committee (IDC): Reviews major investment and development proposals, ensuring due diligence and alignment with strategic objectives, prior to submission to the Board for approval.

KEY EVENTS

Board Meetings and Access to Information

  • The Board convenes at least four (4) scheduled meetings annually, with full agenda and papers circulated sufficiently in advance to allow members to consider the matters and seek clarification as needed.
  • The Board is supported by qualified and competent Company Secretaries who provide governance advice and ensure compliance.
  • Directors have unrestricted access to management and independent advice when necessary.
  • Written Resolutions: Written resolutions signed by the majority of directors are valid as if passed at a meeting.

Communication with Shareholders and Stakeholders

The Board promotes transparent, timely, and accurate communication through Bursa disclosures, the Annual Report, the Company’s website, and general meetings. The Board ensures its corporate governance application is disclosed annually in accordance with the MMLR.

Review of this Board Charter

The Board will periodically review this Charter to ensure it remains current, relevant, and consistent with applicable laws, regulations, and best practices in corporate governance.

Last reviewed and approved by the Board on 23 October 2025.