BOARD CHARTER

1. INTRODUCTION

The Board of Directors (“Board”) of Kawan Food Berhad (“Kawan Food” or  the “Company”) recognizes that good corporate governance practices and culture are the keys to the Kawan Food Berhad’s success, sustainability and survival in the ever changing social, economic and political eco-systems in the business environment locally and globally. The Board is, therefore, wholly committed to applying the principles necessary to ensure good corporate governance is practiced throughout Kawan Food in all its business dealings in respect of its shareholders and other stakeholders.

This Charter sets out the key corporate governance principles adopted by the Board of the Company.

2. PURPOSE

The Board Charter of KAWAN FOOD BERHAD sets out the composition, roles and responsibilities of the Board.

3. BOARD STRUCTURE

3.1 Composition and Board Balance

  • The Board consists of qualified individuals with diverse set of skills, experiences and knowledge that are necessary and relevant to the Group’s business

operations. The composition and size of the Board is such that it facilities the decision making of the Company.

  • There is a clear segregation of responsibilities between the Chairman and the Chief Executive Officer to ensure a balance of power and authority.

  • The number of directors shall be not less that two (2) nor more than fifteen (15) as set out in the Company’s Articles of Association.

  • Profiles of Board members are included in the Annual Report of the Company.

  • In accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company must ensure that at least two (2) directors or 1/3 of the board of directors of the Company, whichever is the higher, are independent directors. If the number of directors of the Company is not three (3) or a multiple of three (3), then the number nearest 1/3 must be used. In the event of any vacancy in the board of directors, resulting in non-compliance, the Company must fill the vacancy within three (3) months.

  • An Independent Director is one who is independent from management, free from any relationship or any transaction, which may interfere with their independent judgment or the ability to act in the best interest of the Company and are willing to express his/her opinion at the Board Meeting free of concern about their position or position of any third party.
 
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