CORPORATE GOVERNANCE OVERVIEW STATEMENT BOARD CONDUCT The Board commits itself and its Directors to ethical business and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members. All Board members discharge their duties and responsibilities at all times as fiduciaries in the best interest of the Group. They act with integrity, lead by example, keep abreast of their responsibilities as Directors and of the conduct, business and development of the Group. In directing or managing the Group’s business affairs, they exercise reasonable care, skill and diligence by applying their knowledge, skill and experience. The Board ensures that key transactions or critical decisions are deliberated in a meeting. The Board also ensures that decisions and basis for those decisions, including any dissenting views are made known and properly minuted. MATTERS RESERVED FOR THE DECISION OF THE BOARD The Board discharges some of its responsibilities directly and delegates certain responsibilities to its Committees to assist in carrying out its functions of ensuring independent oversight and stewardship. The Board also delegates authority for the operational management to the CEO for further delegation by him in respect of matters that are necessary for the effective day-to-day running of the Group’s business. A clear schedule of Matters Reserved for the Board are reviewed periodically against industry best practices and corporate governance provisions and guidance. Matters reserved for the Board are as follows: 01 approval of strategic directors, plans and key policies; 02 approval of annual budgets, including major capital commitments and capital expenditure budgets; 03 approval of new major ventures; 04 approval of material acquisitions and disposition of assets not in the ordinary course of business; 05 key changes to management and control structure within the Company; 06 appointment of CEO, Board members, Board Committee members and Company Secretary; and 07 any matters or transactions that fall within the ambit of the Board pursuant to the Companies Act, MMLR, Company’s Constitution or any other applicable laws and regulations. Accounting Military Legal Corporate Governance Finance and Economics Business Administration Strategy Development BOARD SKILLS AND EXPERIENCES DIVERSITY Diversity is important to ensure that the Group remains relevant, resilient and sustainable in the rapidly transforming and evolving business environment. While it is important to promote diversity, the normal selection criteria of a Director based on an effective blend of competencies, skills, experience and knowledge in areas identified by the Board remains a priority. The Board is committed to ensure that its composition not only reflects the diversity as recommended by the MCCG, as best as it can, it will also have the right mix of skills and balance to contribute to the achievement of the Group’s goals. The Board endeavours to increase the proportion of female representation in the near future. Boustead Plantations Berhad 106
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