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Board Charter

INTRODUCTION

The Board of Directors (the “Board”) of Greater Bay Holdings Berhad (the “Company”) is committed in ensuring good corporate governance is implemented and practised by the Company as part of its culture in conducting the business and affairs of the Company in order to enhance shareholders’ value and the financial performance of the Company whilst taking into account the interest of other stakeholders.

The Company has established and implemented a proper and practical framework for governance and controls that are in line with the principles of and best practices in corporate governance as recommended in the Malaysian Code on Corporate Governance (“MCCG”) & its subsequent changes and the relevant provisions in the Bursa Malaysia Securities Berhad Listing Requirements.

PURPOSE

The Board Charter sets out the roles, functions and responsibilities of the Board. The Board Charter is to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities. It will assist the Company’s stakeholders to better understand the roles of the Board, the Company’s structure, and the manner in which the Board manages the affairs of the Company.

COMPOSITION

The Board shall be of a size and composition with the benefit of diversity in perspectives, competencies, extensive experience, knowledge, and skills to understand properly and deal with the current and emerging issues of the business of the Company.

The Board acknowledges the importance of gender diversity on the Board as well as the Management. The Board shall comprise at least one (1) female Board member.

The Board shall comprise at least two (2) Directors or one-third (1/3) of the Board, whichever is higher, who are Independent Directors as required under Listing Requirements (the “LR”).

The office of the Chairman and Managing Director shall be separated to ensure there is a balance of authority and power.

TENURE

New Directors shall hold office only until the next Annual General Meeting at which they will retire and be eligible for re-election.

All Directors are subject to retirement by rotation and re-election by shareholders at least once in every three years, which is consistent with the Company’s Constitution and MMLR.

The Independent Directors, whose tenure exceed those set by the LR, may continue to serve on the Board subject to the re-designation as Non-Independent Director upon the recommendation of the Nomination Committee, and approval of the Board.

ROLES AND RESPONSIBILITIES

Roles of the Board

The Board’s overall functions, roles and responsibilities in discharging its fiduciary duties and leadership, amongst others are as follows :-

Role of Individual Director

Directors are expected to comply with their legal, statutory and fiduciary duties obligations when discharging their duties and responsibilities. They must act in good faith, exercise due care and avoid conflicts of interest.

Role of Chairman

The Chairman’s main responsibility is to provide leadership to the Board and ensure effective conduct of the Board meeting and encourage participation and deliberation by all Board members.

Role of Managing Director

The Managing Director is the principal officer and primarily responsible for the overall running and management of the business and affairs of the Company and implementation of the Board’s decisions.

BOARD COMMITTEES

The Board has established the following Board Committees to assist in the discharge of duties and responsibilities. The Chairman of the respective Committees will report to the Board on matters considered and make recommendations to the Board for endorsement or approval.

BOARD PROCESS

Meeting Frequency

The Board and Audit Committee meet at least four times a year and additional meeting when necessary whereas other committees meet at least once a year.

Notice , Agenda and Meeting Papers

Notice of meeting, agenda and meeting papers are circulated in advance of each meeting to all Directors of the Board and members of the Board Committees. The Company Secretary and the management are responsible for the preparation and circulation of all the necessary notices of meeting and meeting papers.

Conduct of Meeting

The Chairman will determine the format and the degree of formality required at each meeting while maintaining the decorum of such meetings. He / She will have to ensure that all members are present or a quorum is reached, the decisions are well concluded and recorded and the interested party shall abstain from deliberation and making decision.

Meeting Participation

Board meetings are a fundamental component of governance processes as the platform provides opportunity for Directors to obtain and exchange information, deliberate and make decisions. As such, each Director is encouraged to commit his best efforts to attend and actively participate in all meetings of the Board and the Board Committees.

Minutes

The Company Secretary is responsible for the proper recording of the meeting Minutes. The Board and Board Committees shall ensure that the Minutes are a concise summary of matters discussed, endorsed or approved. All decisions made will be recorded in the Minutes. The Company Secretary shall be responsible for the safe keeping and integrity of all Board documents including Minutes.

COMPANY SECRETARY

The Board is responsible for the appointment and removal of the Company Secretary. The Company Secretary shall be suitably qualified, competent and capable in carrying out his/her duties as required of the position. The Company Secretary is responsible for all the secretarial function of the Company to ensure proper regulatory compliance to law, regulations and listing requirements. The Company Secretary provides advice and services to Directors and the Company as and when the needs arise to ensure effective functioning of the Board and the Company.

INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION

The Board shall maintain an effective policy that enable the Board and management to communicate effectively with the shareholders and the general public through timely dissemination of all material information. The timely release of announcement, quarterly and annual financial results, annual reports, circulars and notices of meetings provides shareholders with regular and updated information of the Company. Shareholders and members of the public can obtain online information from both the websites of Bursa Malaysia Securities Berhad and the Company. The Company’s website also provides more information to the public for better understanding of the Company and its business. At the Annual General Meeting (“AGM”), the Directors present the progress and performance of the Company and shareholders are encouraged and given the opportunity to participate in asking relevant questions pertaining to the Company and its business. The AGM remains the principal forum for dialogue with shareholders.

SUSTAINABILITY

The Board reviews from time to time the environment in which the Company is operating at and to ensure that it operates in a sustainable manner. It aims to strike a balance between profitability, environment, social and governance.

REVIEW OF THE BOARD CHARTER

The Board Charter will be reviewed and updated in accordance with the needs of the Company and any new regulation that may have an impact on the discharge of the Board’s responsibilities.

ENFORCEMENT OF THE BOARD CHARTER

This Board Charter was adopted by the Board on [·] and duly published on the Company’s website.

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