Board Charter

OF DAIMAN DEVELOPMENT BERHAD (11681-T)

The Board Charter (‘the Charter’) sets out the composition, term of office, authority, responsibilities, and proceedings of the Board of Daiman Development Berhad (‘the Company’). It should be read in conjunction with the Company’s Code of Conduct and other documents governing how the Daiman Group conducts its business affairs.

The Charter is applicable to all Directors of the Company.

1. PURPOSE OF THE CHARTER

Consistent with the principles of good corporate governance and practice, in accordance with applicable laws and guidelines in Malaysia, the Charter provides the basis for a strong and responsible Board function in the Company.

2. BOARD COMPOSITION & TERM OF OFFICE

Pursuant to the Company’s Memorandum and Articles of Association, the Board Composition and Term of Office shall be as follows:

The Board shall comprise a minimum of one third Independent Non-executive Directors and comprise Directors with a broad range of skills, diversity, expertise and experience from a range of background.

The Chairman, who must be an Independent Non-executive Director, is appointed from amongst the Directors as approved by the Board.

The roles of the Chairman and the Managing Director are distinctly separate and clearly defined. The positions are held by two persons. The Chairman is primarily responsible for the proper conduct and working of the Board whilst the Managing Director is responsible for the day-to-day running of the business and implementation of Board policies and decisions. The Managing Director’s responsibilities for the day-to-day running of the business shall be specified in the employment contract duly approved by the Board, including any variation thereto.

A Director is considered to be independent if he or she satisfies the standards adopted by the Board from time to time to assist it in its regular ‘independence’ determination. Generally speaking, Directors are considered independent where they are independent of management and free from any business or other relationships that could materially interfere (or perceived to interfere) with their judgment and fetter their decisions in discharging their duties.

The nomination of any new Director is to be appointed by appropriate recommendation of the Nomination and Remuneration Committee for the Board’s consideration and approval of the full Board.

Newly appointed Directors are expected to declare their time commitment to the Board, and if anyone Director is appointed to sit in other listed corporations as a Director, then the said Director should inform the Chairman of the Board.

The number of directorships in listed corporations held by any Board Member at any one time shall comply with the Listing Requirements of Bursa Malaysia Securities Berhad.

Members of the Board must devote sufficient time to attend the Board and Board Committee meetings and other meetings where necessary so as to judiciously discharge their duties and obligations.

The Board currently does not have any gender, ethnicity and age policy or target. The appointment of new board members will not solely be guided by gender, ethnicity or age but rather skills, knowledge and experience of the newly appointed Director. Nevertheless, the Board is supportive of gender diversity in the boardroom as recommended by the Malaysian Code on Corporate Governance 2012 to promote the representation of women in the composition of the Board. The Board will endeavor to ensure that gender, ethnicity and age diversity will be taken into account in nominating and selecting new Directors to be appointed on the Board.

The Board, through the Nominating Committee, regularly reviews the independence of each Independent Non-executive Director from available information relevant to such an assessment as disclosed by him or her to the Board.

In addition to the Company’s Memorandum and Articles of Association on the eligibility, retirement, and re-election of Directors, the Company also complies with the relevant regulations and the laws on such matters.

3. AUTHORITY

The Board derives its authority to act from the Memorandum and Articles of Association, the Company’s Discretionary Authority Limits and the relevant law and regulations governing companies in Malaysia.

The following are specifically reserved for the Board or its Committees:

  1. Appointment of the Chairman
  2. Appointment of Directors
  3. Establishment of Board Committees, their membership and delegated authorities
  4. Approval of interim dividends and recommendation of final dividend for shareholders’ approval
  5. Review of corporate governance principles and policies
  6. Approval of operating budgets and major capital expenditures exceeding the delegated authorities
  7. Recommend acquisitions and divestments for shareholders’ approval as appropriate
  8. Any other specific matters nominated by the Board from time to time.

4. THE BOARD'S ROLE

The Board’s role is as follows:

  1. Represent and serve the interest of all shareholders by exercising oversight and evaluating the Company’s strategies, policies and performance.
  2. Review the Company’s performance against agreed targets and set the agenda for sustainable business performance.
  3. Set, review and ensure compliance with good corporate governance and a prudent and effective system of internal controls and risk management.
  4. Ensure shareholders are kept informed of the Company’s performance and major developments affecting the Company.

5. BOARD COMMITTEES

The Board may, in discharging its duties and responsibilities or where required by appropriate laws and regulations governing Corporate Governance, establish the following Committees and approve their terms of reference:

  1. Audit Committee
  2. Nomination and Remuneration Committee

The Board may also delegate specific functions to ad hoc committees as and when required.

6. BOARD RESPONSIBILITIES

The main responsibilities / functions of the Board include:

  1. Reviewing corporate performance and implementation of strategy and business plans.
  2. Providing inputs and steer in the development of corporate strategy and performance targets.
  3. Approving operating budgets and major capital expenditures, exceeding the authority levels delegated to management in the Discretionary Authority Limits.
  4. Reviewing management processes including risk management and internal controls framework with the guidance of the Audit Committee.
  5. Selecting, appointing and evaluating from time to time the performance of the Directors and the Board as a whole under the guidance of the Nominating Committee.
  6. Reviewing and approving the remuneration of all Directors under the guidance of the Remuneration Committee.
  7. Monitoring and reviewing policies and processes relating to safety, compliance with relevant laws and the practice of high ethical standards.

In carrying out its responsibilities and functions, the Board may delegate any of its powers to a Board Committee, a Director, employee or other persons subject always to the ultimate responsibility of directors under the Companies Act, 1965.

7. MANAGEMENT AND BOARD RELATIONSHIP

  1. Ultimate responsibility for business strategy and system of internal controls rests with the Board as guided by the Managing Director, notwithstanding the Directors may delegate their powers as they consider appropriate in the Discretionary Authority Limits.
  2. The management function is conducted by, or under the supervision of the Managing Director as directed by the Board.
  3. Management will supply the Board with information in a form, timeframe and quality that will enable the Board to effectively discharge its duties. In this regard, Board papers to be tabled at a Board meeting shall be made available to all Directors. Directors are entitled to request additional information and seek expert external advise where required.
  4. All Directors will be provided with advance notice of Board meetings.
  5. The relevant members of Management may be invited to the Board meetings, as the Directors deem necessary.

8. REVIEW

This Charter was established on 23 May 2013 and reviewed by the Board 23 August 2016.

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