The Board of Directors of Boustead Holdings Berhad regard Corporate Governance as vitally important to the success of Boustead’s business and are unreservedly committed to applying the principles necessary to ensure that the following principles of good governance is practised in all of its business dealings in respect of its shareholders and relevant stakeholders:

• The Board is the focal point of the Company’s Corporate Governance system. It is ultimately accountable and responsible for the performance and affairs of the Company.
• All Board members are expected to act in a professional manner, thereby upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.
• All Board members are responsible to the Company for achieving a high level of good governance.
• This Board Charter shall constitute, and form, an integral part of each Director’s duties and responsibilities.

The Directors’ Code of Ethics and Conduct shall serve as formal commitment for the Board of Directors (“Board” or “Board members”) of Boustead Holdings Berhad (“Boustead” or “the Company”) to conduct themselves in an honest, fair, diligent and ethical manner.

The Audit Committee of Boustead Holdings Berhad (“Boustead Holdings” or “the Company”) was established on 27 June 1994.

The purpose of the Audit Committee is to assist the Board of Directors of the Company (“the Board”) in fulfilling its oversight responsibilities in respect of the following:

• Reviewing the financial statements, the financial reporting process and accounting policies;
• Ensuring proper implementation of a system of internal controls relevant to the risks of the Boustead Holdings Berhad Group (“the Group”), the control environment and any compliance requirements;
• Evaluating the internal and external audit process;
• Reviewing conflict of interest situations and related party transactions; and
• Reviewing and monitoring of corporate governance practices within the Group.

The Nominating and Remuneration Committee (“NRC”) is a committee of the Board of Directors (“the Board”) of Boustead Holdings Berhad (“BHB” or “the Company”).

The Nominating and Remuneration Committee (“NRC”) is a committee of the Board of Directors (“the Board”) of Boustead Holdings Berhad (“BHB” or “the Company”).

This Corporate Governance Overview Statement sets out the principal features of Boustead Holdings Berhad (BHB or the Company) and its subsidiaries’ (collectively referred to as the Group) corporate governance approach, summary of corporate governance practices during the financial year as well as key focus areas and future priorities in relation to corporate governance. The Corporate Governance Overview Statement is made pursuant to Paragraph 15.25(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (MMLR) and guidance was drawn from Practice Note 9 of the MMLR and the Corporate Governance Guide (3rd edition) issued by Bursa Malaysia Securities Berhad (Bursa Malaysia).

SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing Requirements.