CORPORATE GOVERNANCE OVERVIEW STATEMENT BOARD COMMITTEES As part of its efforts to ensure the effective discharge of its duties, the Board has delegated certain functions to Committees with their own TORs. The Chairman of all Committees will report to the Board on the decision or outcome of Committee meetings. In delegating its authority to Board Committees, the Board does not abdicate its responsibility and exercises collective oversight at all times. The reports of the RC, AC, and SC are set out on pages 115 to 116, 123 to 127 and 134 to 180, respectively. SEPARATE ROLES OF THE CHAIRMAN AND CEO There is clear delineation of roles of the Board and Management. The positions of the Chairman and CEO are held separately by two individuals. The segregation ensures a clear distinction between the Chairman’s responsibility to manage the Board and the CEO’s responsibility to manage the Company’s business. Separation of the role of the Chairman and the CEO is imperative as both roles have different expectations and serve distinct primary audiences. The CEO is the intermediary between the Board and the Management in driving the success of the Group’s governance and management function. The CEO implements the Board’s policies and decisions towards meeting the Company’s business objectives. The Chairman is responsible for leading and guiding the Board whilst maintaining the highest standard of governance. The Chairman also serves as the main link between the Board and Management, particularly between the Board and the CEO. INTEGRITY AND ETHICS The Board is committed to a corporate culture that encompasses ethical conduct within the Group by adopting numerous policies which serve to achieve this commitment. Integrity is a core value of the Group. The Board is cognisant of its responsibility to set the ethical tone for the Group. The Code of Ethics and Conduct, Whistleblowing Policy and Anti-Corruption Policy have been put in place to foster an ethical culture and allow legitimate ethical concerns to be escalated in confidence without any risk of reprisal. The policies are reviewed periodically by the Board and published on the Group’s website, www.bousteadplantations.com.my. BOARD COMPOSITION The Board currently comprises seven (7) members, three (3) of whom are Independent Non-Executive Directors (INEDs). The Board strives to ensure that it has an appropriate mix of skills, qualifications and experience to discharge its roles and responsibilities effectively. The Board, from time to time undertakes a review of its composition to determine areas of strengths and improvement opportunities. The Board’s size ensures that the purpose of involvement, participation harmony and sense of responsibility of the Directors are not jeopardised and that it achieves the correct balance to realise the Group’s strategic objectives. The Board believes that the current overall Board composition is adequate in terms of size, skills, experience and diversity to ensure inclusiveness of views as well as to facilitate effective decision- making and constructive deliberations during meetings. The Board has determined that the two INEDs are independent in line with the requirements of Paragraph 15.02 of the MMLR. All Board members are persons of high calibre and integrity with diverse professional backgrounds, sound knowledge and understanding of the Group’s business. The Board acknowledges that NEDs may hold external directorships and other business interests, which varied exposure will benefit the Group significantly. The Board annually reviews the declarations made by Directors on the number and nature of their external directorships that they hold as well as their assurances on time commitment in carrying out their duties and responsibilities to the Company. As at the date of this Statement, none of the Directors hold more than five directorships in any other public listed companies. The Board would like to take the opportunity to place on record its utmost appreciation to the late Maj. Gen. Dato’ Seri Haji Khairuddin Haji Abu Bakar (R) J.P. (Dato’ Seri Khairuddin) for his immense contribution during his tenure as a Director of the Company. Dato’ Seri Khairuddin had served as a Director of the Company from 10 April 2014 to 7 February 2024. Boustead Plantations Berhad 104
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