BOARD CHARTER The Board and the Board Committees are guided by a Board Charter and the respective Terms of Reference (TOR) which sets out the ethos of the Board and the Board Committees as well as its structure and authority. The Board Charter is a primary document that elucidates the governance of the Board, Board Committees, and individual Directors. Aside from setting out the governance structure, authority and TORs of the Board Committees and Management, as well as clearly identifying their respective roles and responsibilities and what is expected of them in terms of commitment, the Board Charter sets out the issues and decisions reserved for the Board. The Board Charter and the TORs of the Board Committees are made available on the Group’s website at www.bousteadplantations.com.my. The Board Charter and the TOR of the RC, SC and BTPC were last reviewed on 22 August 2019. The TOR of the AC and NRC were updated on 4 April 2022 and 11 April 2023 respectively. BOARD’S ROLES AND RESPONSIBILITIES The Board is collectively responsible for the overall leadership of the Group, meeting its objectives and goals and for promoting its long-term sustainability and success within a framework of prudent and effective controls. In discharging its functions, the main roles and responsibilities of the Board are as follows: 01 to review, approve and monitor the strategic business plans, goals and key policies proposed by the Management; 02 to ensure that appropriate policies are in place, adopted effectively and are regularly reviewed; 03 to review and approve financial statements; 04 to review and manage principal risks and adequacy of BPlant’s internal control systems; 05 to ensure there is an appropriate succession plan for members of the Board and Senior Management; and 06 to ensure there is effective communication with stakeholders. The Board safeguards stakeholder value creation and ensures that the strategic plan of the Group supports long-term value creation and includes strategies on environmental, social and governance (ESG) considerations, which in turn will strengthen the integration of sustainability in the Group’s operations. Together with Management, the Board promotes good corporate governance culture within the Group ensuring honest and ethical leadership, prudent and professional behaviour in the conduct of its business and in all aspects of its business operations. Prudent and effective controls make it possible for the Board to assess and manage emerging risks and opportunities continuously to ensure long-term sustainable development and growth. The balance on the Board with the presence of Non-Executive Directors (NEDs) ensures that no individual or small group of Directors are able to dominate the decision-making process and that the interests of shareholders are protected. The Board considers each NED to be independent in character and judgement. The Board is satisfied that each Director has devoted sufficient time to effectively discharge his/her responsibilities. The current composition of Directors has a blend of skills, experience and knowledge enabling them to provide effective oversight, strategic guidance and constructive challenge and decide on Management’s proposals and empower the CEO to implement strategies approved by the Board. During the year under review, the Board deliberated on business strategies and critical issues concerning the Group, including its business plan, annual budget, significant acquisitions and disposals, financial results as well as key performance indicators. Integrated Report 2023 101
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