Board Charter

Board Charter

1. INTRODUCTION

This Charter is designed to provide guidance and clarity for Directors with regard to the role of the Board of Directors (“Board”) of Dominant Enterprise Berhad (“DEB” or the “Company”) and its committees, the requirements for Directors in carrying out their role and in discharging their duties towards the Company. This Board Charter incorporates the Principles and Practices of the Malaysian Code on Corporate Governance (“MCCG”), as considered appropriate, relevant provisions of the Companies Act 2016, the Constitution of the Company and the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).

This Charter is available on DEB’s website at: www.dominant.com.my

2. ROLES AND RESPONSIBILITIES

2.1 ROLE OF BOARD

i) Each Director has a legal duty to act in the best interest of the Company and its subsidiaries (“the Group”) and managing the Group in an effective and responsible manner. A Director shall at all times exercise his powers for a proper purpose and in good faith and shall act with honesty, integrity, lead by example and use reasonable care, skill and diligence in the discharge of the duties of his office.

ii) A Director shall at all times avoid conflicts of interest, and shall as soon as practicable after the relevant facts have come to his/her knowledge, declare the nature of his/her interest at the Director’s meeting.

iii) The Board shall meet at least once every quarter to facilitate the discharge of their responsibilities. The annual meeting calendar is prepared before the beginning of each financial year so as to provide the scheduled dates for meetings of the Board and Board Committees. The Board may invite any employee or third party to attend and speak on matters relevant to the meetings.

iv) The Board oversees the business and affairs of the Company and will assume, amongst others, the following duties and responsibilities:-

a) reviewing, discussing, approving and monitoring the overall strategies and direction of the Company;

b) overseeing and evaluating the conduct and performance of the Company’s businesses;

c) reviewing, discussing and approving the financial statements encompassing annual audited accounts and quarterly reports;

d) ensuring that all directors are able to understand financial statements and form a view on the information presented;

e) identifying potential risks and managing the risks affecting the Company;

f) reviewing the adequacy and integrity of the Company’s internal control policy;

g) ensuring that there is an adequate group wide framework for co-operation and communication between the Group and its subsidiaries to enable it to discharge its responsibilities including oversight of group financial and non-financial performance, business strategy and priorities, risk management including material sustainability risks, and corporate governance policies and practices.

h) reviewing, discussing and monitoring group wide framework on corporate governance, including risk management and internal compliance and controls, code of conduct and ethics, continuous disclosure, legal compliance and other significant corporate policies such as anti-corruption policy, whistleblowing policy, directors’ fit and proper policy etc.;

i) reviewing, discussing and approving any major investments in capital projects, corporate financial exercise /restructuring, and/or material acquisitions and disposals of undertakings and properties not in the ordinary course of business;

j) reviewing, discussing and approving the Audit Committee Report, Corporate Governance Overview Statement and Statement of Risk Management and Internal Control for the Annual Report and Corporate Governance Report;

k) reviewing and approving the declaration of dividend;

l) approving and discussing the nomination, selection and remuneration packages for the Board members, Executive Directors and Senior Executives;

m) approving the appointment, resignation or removal of Company Secretary;

n) approving the appointment of external auditors and their fees;

o) ensuring that the Company adheres to high standard of ethics and corporate behaviour; and

p) ensuring that appropriate plans are in place in respect of the succession plan of the Company.

2.2 ROLE OF INDIVIDUAL DIRECTORS

A Director who is appointed by virtue of his/her position as a representative of a shareholder, must act in the best interest of the Company. In the event of any conflict between his/her duty to act in the best interest of the Company and his duty to his nominator, he/she must not subordinate his/her duty to act in the best interest of the Company to his/her nominator.

Directors shall comply with their legal duties and obligations when discharging their responsibilities. Broadly these include:-

i) exercising his/her power for a proper purpose and acting in good faith and in the best interests of the Company as a whole;

ii) acting with care and diligence of a reasonable person subject to business judgement rule;

iii) maintaining a sound understanding of the business, and keep abreast of relevant developments to ensure he/she is able to discharge his/her duties and responsibilities effectively;

iv) preparing for Board meetings, contributing constructively to Board discussions and decision-making, and conducting due inquiry before approving a matter;

v) ensuring key transactions or critical decisions are deliberated and decided on by the Board in a meeting;

vi) ensuring his decisions and the basis for those decisions, including any dissenting views and made known and properly minuted;

vii) avoiding conflicts of interest with the Company in a personal or professional capacity and together with the Company, establish policies and procedures to manage potential conflict of interest situations;

viii) refraining from making improper use of information gained through the position of Director and from taking improper advantage of the position as Director;

ix) adhering to the Company’s Code of Conduct and Ethics;

x) disclosing and recusing on matters of material personal interest; and

xi) taking adequate steps for the Company to comply with corporation laws, securities legislation and Listing Requirements.

The Directors will keep all Board information, discussions, deliberations and decisions that are not publicly known confidential and not use such information gained through the Board for their interest or their employers’ interest.

2.3 ROLE OF CHAIRMAN OF THE BOARD

The Chairman of the Board carries out a leadership role in the conduct of the Board and its relations to shareholders and other stakeholders. He represents the Board to shareholders and his primarily responsibilities include: -

i) leading and ensuring efficient and effective conduct of the Board’s meetings;

ii) ensuring that all relevant issues of the Company’s business are on the agenda;

iii) encouraging all Directors to play an active role in Board activities;

iv) promoting constructive and respectful relations amongst Board members;

v) chairing general meetings of shareholders;

vi) ensuring that board committee meetings are held separately and not combined with the main board meeting;

vii) ensuring that general meetings support meaningful engagement between the board, senior management and shareholders such as discussion on the company’s financial and non-financial performance as well as the company’s long-term strategies and sustainability; and

viii) fulfilling such other responsibilities as are allocated by the Constitution or the Board from time to time.

The Chairman of the board should not be a member of the Audit Committee, Nominating Committee or Remuneration Committee pursuant to Practice 1.4 of MCCG 2021.

2.4 ROLE OF MANAGING DIRECTOR (“MD”)

The MD leads the Directors in ensuring the effectiveness of all aspects of their role. His responsibilities include:-

i) providing leadership to the Board;

ii) overseeing the Board to discharge of its duties effectively;

iii) ensuring that quality information to facilitate decision-making is delivered to Board members on a timely basis;

iv) determining the Company’s strategic objectives and policies;

v) implementing the strategic plans as approved by the Board and ensuring the Board’s directions are responded to; and

vi) monitoring progress towards achieving the objectives and policies of the Group.

2.5 ROLE OF CHIEF EXECUTIVE OFFICER (“CEO”)

The CEO is primarily accountable for overseeing the day-to-day operations of the Company and to ensure the smooth and effective running of the Group. The key roles of the CEO include :

i) providing strong leadership that is effective in communicating the business strategy and management philosophy to the employees;

ii) reporting, communicating and recommending key strategic and operational issues to the MD;

iii) working together with MD in setting the overall strategic policy and direction of the Group and ensuring the development of the strategies are effectively implemented;

iv) ensuring that the financial management practice is performed at the highest level of integrity and transparency and that the business and affairs of the Group are carried out in an ethical manner and in compliance with the relevant laws and regulations; and

v) keeping the Board fully informed of all important aspects of the Group’s operations.

2.6 ROLE OF BOARD COMMITTEES

i) The Board has delegated certain of its responsibilities to three (3) committees. They are: -

Audit Committee
Nominating Committee
Remuneration Committee

ii) All committees have written Terms of Reference and have the authority to examine particular issue and report to the Board with recommendations. The Board must make an independent assessment of the recommendations, having regard to the Board’s knowledge of the business and risks of the Company and the complexity of the structures and operations of the Company.

iii) The Board may from time to time establish other committees.

iv) The Board, through the Nominating Committee, reviews the Board Committees’ effectiveness. Evaluation will be carried out to assess the performance of individual Board members on an annual basis. These assessments can be used to facilitate the Nominating Committee’s evaluation of Board Committees’ performance and the Board as a whole.

v) Independent Directors play a leading role in these Committees. The Chairman of the various Committees will report to the Board on the outcome of the meetings of each Committee.

2.7 ROLE OF NON-EXECUTIVE DIRECTORS (“NEDs”)

i) NEDs are persons of calibre, credibility and have the necessary skill and experience to bring an independent judgement to bear on the issues of strategy, performance and resources, including key appointments and standards of conduct. They act as a channel of communication between Management, shareholders and other stakeholders, and provide the relevant checks and balances, focusing on shareholders’ and other stakeholders’ interests and ensuring that high standards of corporate governance are applied.

ii) NEDs are expected to devote sufficient time to update their general knowledge and enhance their skills to enable them to participate effectively during board deliberations.

iii) NEDs can either be independent or non-independent.

2.8 ROLE OF INDEPENDENT NON-EXECUTIVE DIRECTOR (“INED”)

i) An INED is independent of management and free of any significant business or other relationships that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement, and who otherwise meet the criteria for independence.

ii) The Independent Directors provide independent judgement, experience and objectivity without being subordinated to operational considerations.

iii) The Independent Directors help to ensure that the interests of all shareholders and stakeholders, and not only the interests of a particular fraction or group, are indeed taken into account by the Board and that the relevant issues are subject to objective and impartial consideration by the Board.

iv) The views of the Independent Directors should carry significant weight in the Board's decision-making process.

v) The Board undertakes to assess the independence of the Independent Directors on an annual basis upon readmission or when any new interest or relationship develops.

2.9 ROLE OF SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR (“SINED”)

The Board may appoint a SINED to act as an additional safeguard to whom the concerns pertaining to the Group may be conveyed by stakeholders. The duties of Senior Independent Director would typically include the following: -

i) ensuring all Independent Directors have an opportunity to provide input on the agenda, and advise the Chairman on the quality, quantity and timeliness of the information submitted by management that is necessary or appropriate for the Independent Directors to perform their duties effectively;

ii) consulting the Chairman regarding Board meeting schedules to ensure the Independent Directors can perform their duties responsibly and with sufficient time for discussion of all agenda items;

iii) serving as the principal conduit between the Independent Directors and the Chairman on sensitive issues, for example issues that arise from ‘whistleblowing’; and

iv) serving as a designated contact for consultation and direct communication with shareholders on areas that cannot be resolved through the normal channels of contact with the Chairman or Managing Director and/or Chief Executive Officer.

3. COMPOSITION AND BOARD BALANCE

3.1 Size and Composition

i) The Board shall consist of qualified individuals with diverse experiences, backgrounds and perspectives.

ii) The Board shall comprise of a minimum of two (2) Directors and not more than twenty (20) Directors.

iii) At any one time, at least two (2) or one-third (1/3) of the Board, whichever is higher, must be Independent Directors and at least one (1) director of the Company is to be a woman.

iv) If, on any matter discussed at a Board meeting, any Director holds views contrary to those of any of the other Directors, the Board minutes will clearly reflect this.

3.2 Nomination and Appointments

i) The Appointment of a new Director shall be considered and approved by the Board upon appropriate recommendation from the Nominating Committee.

ii) A Director may from time to time nominate a person, not being a Director, to act as his alternate and at his discretion to remove such alternate Director but the appointment shall not take effect until approved by a majority of the other Directors provided always that any fee paid by the Company to an alternate director shall be deducted from that director’s remuneration.

iii) In assessing the suitability of candidates and making its recommendation, the Nominating Committee shall consider the character, competence, experience, integrity, time commitment, expected contribution and performance of the candidates, as well as diversity factors including ethnicity and age distribution of the Directors, to maintain a balanced Board composition.

iv) The fit and proper assessment on any person identified to be appointed as a Director shall be conducted prior to the appointment. The Board and the Nominating Committee, in conducting the fit and proper assessment, shall be guided by the Director’s Fit and Proper Policy (as amended from time to time).

v) New Directors are expected to have such expertise as to qualify them to make a positive contribution to the Board performance of its duties. New Directors are required to commit sufficient time to attend the Company’s meetings or matters before accepting his/her appointment to the Board.

vi) No person shall be appointed, re-appointed, elected or re-elected as a Director on the Board or continue to serve as a Director if the person is or becomes an active politician. A person is considered an “active politician” if he is a Member of Parliament, State Assemblyman or holds a position at the Supreme Council, or division level in a political party.

vii) The Company Secretary has the responsibility of ensuring that relevant procedures relating to the appointments of new Directors are properly executed.

viii) The directorships held by any Board member at any one time shall not exceed 5 in listed companies or such other numbers prescribed by the relevant regulatory body.

3.3 Re-election and Re-appointment

In accordance with the Company’s Constitution, all Directors who are appointed by the Board are subject to re-election by shareholders at the first opportunity after their appointment. The Constitution also provides that at least 1/3 of the remaining Directors be subject to re-election by rotation at each Annual General Meeting (“AGM”) provided always that all Directors including the Managing Director shall retire from office at least once every 3 years but shall be eligible for re-election.

The Board and the Nominating Committee will consider the performance, contribution, and independence of the Director (through the annual evaluation of the individual Directors) and conduct the fit and proper assessment prior to making recommendation for re-election of the existing Director. The fit and proper assessment shall be guided by the Directors’ Fit and Proper Policy (as amended from time to time).

3.4 Tenure of Independent Director

The tenure of an Independent Director shall not exceed a cumulative term of 9 years. However, upon completion of the nine years, the Independent Director may continue to serve in the Board subject to the Director’s re-designation as a Non-Independent Director. In the event the Director is to remain designated as an Independent Director, the Board shall, upon the recommendation from the Nominating Committee, with justifications, seek shareholders’ approval at a general meeting of the Company via a two-tier voting process. If the board wishes to appoint an independent director for more than 12 years, after observing the requisite 3-year cooling off period, an explanation on why there is no other eligible candidate is required in the statement accompanying the notice of annual general meeting and announcement on the appointment of a director.

3.5 Time commitment

The Directors are expected to have the expertise to qualify themselves in making positive contributions to the Board performance of its duties and to give sufficient time and attention to the affairs of the Company.

4. MATTERS RESERVED FOR THE BOARD

To ensure the business of the Group is properly governed by the Board, the Board adopts a formal schedule of matters reserved for the Board’s deliberation and decision. The following is a list of matters reserved for the Board:

i) Appointment and resignation of Directors and Board Committees members based on recommendations of the Nominating Committee;

ii) Approval and/or amendment on Terms of References of Board Committees;

iii) Disclosure of corporate governance practices in the Annual Report;

iv) Approval of the remuneration packages for all Directors and Senior Executives based on recommendations of the Remuneration Committee;

v) Approval of Group’s business strategy, operational plans and budgets;

vi) Ongoing review of Group’s performance on business strategy and operational plans;

vii) Approval of quarterly and annual financial statements;

viii) Approval of the Annual Report and Statutory Financial Statements;

ix) Approval of dividend;

x) Review of the effectiveness of the Group’s system of internal control;

xi) Any other matters requiring the convening of a general meeting of shareholders or any class of shareholders.

5. PERFORMANCE

5.1 Directors’ Assessment/ Board Evaluation

The Board entrusts the Nominating Committee with the responsibility for carrying out the annual Board Effectiveness Evaluation.

5.2 Directors’ Training and Development

In addition to the mandatory programmes as required by the Bursa Malaysia Securities Berhad (“Bursa Securities”) for newly appointed Director, Board members are required to attend training programmes conducted by highly competent professionals and which are relevant to the Group’s operations and business.

The Board will assess the training needs of the Directors and ensure that the Directors have access to continuing education programme. The Board shall disclose in the Annual Report the education programme or trainings attended by the Directors.

6. MEETINGS

6.1 Board meetings

i) Meetings of the Board should be held at least once every quarter to ensure that all Directors are kept informed on a timely basis of all material quality information affecting the Company and in a form and manner appropriate for them to discharge their duties effectively. The Non-Executive Directors are encouraged to meet among themselves at least annually or as and when required to discuss among others strategic, governance and operational issues.

ii) The Management is responsible for providing the Board with the required information in an appropriate and timely manner. The Chairman, assisted by the Company Secretary, assesses the type of information required to be provided to the Board. If the information provided by the Management is insufficient, the Board will make further enquiries where necessary to which the persons responsible will respond as fully and promptly as possible.

iii) A full agenda and comprehensive Board papers shall be circulated to all Directors in advance of each Board meeting at least 5 working days before the meeting.

iv) The quorum for the Board meetings shall be two (2) in accordance with Clause 102 (6) of the Company’s Constitution.

v) Full Board minutes of each Board meeting are kept by the Company Secretary and shall be available for inspection by any Director during office hours.

6.2 Annual General Meeting (“AGM”)

i) The Board regards the AGM as an important event in the corporate calendar of which all Directors and key senior executives should attend.

ii) The Company regards the AGM as the principal forum for dialogue with shareholders and aims to ensure that the AGM provides an important opportunity for effective communication with and constructive feedback from the Company's shareholders.

iii) The Chairman encourages active participation by the shareholders during the AGM. During the AGM, the Chairman shall inform shareholders of their right to poll voting at the commencement of the meeting or as required by the regulatory bodies.

iv) The Chairman or, where appropriate, the Chairman of any of the three delegated Board committees, or the shall respond to shareholders’ queries during the meeting. Where necessary, the Chairman will undertake to provide a written answer to any significant question that cannot be readily answered at the meeting.

v) The Company must publish a summary of the key matters discussed at the AGM, as soon as practicable after the conclusion of the AGM to ensure Para 9.21(2)(b) of the Listing Requirements is complied with.

vi) Minutes of the general meeting should be circulated to shareholders no later than 30 business days after the general meeting.

7. REMUNERATION POLICIES

i) The Remuneration Committee reviews the remuneration package of the Directors and Senior Executives and makes recommendations on the same to the Board for approval. In its review, the Remuneration Committee considers various factors, among others, including the compensation levels for comparable positions among other similar public listed companies, their fiduciary duties, time commitments expected of them and the Group’s performance.

ii) The fees and benefits payable to the Directors shall from time to time be determined by an ordinary resolution of the Company in general meeting and shall (unless such resolution otherwise provides) be divisible among the Directors as they may agree.

iii) The Directors shall be reimbursed for all their travelling and other expenses properly and necessarily expended by them in and about the business of the Company including travelling and other expenses incurred in attending board meetings of the Company.

8. ACCESS TO INFORMATION AND INDEPENDENT ADVICE

i) The Directors shall have full and timely access to all relevant information, records and the unrestricted access to the advice and services of the Company Secretary and Auditors. Notice of meetings, agenda and accompanied by detailed reports will be circulated to all the Directors. All issues discussed during the Board meetings are recorded by the Company Secretary and all minutes of meetings are kept in the minutes book at the registered office.

ii) Where necessary, the Directors may seek independent professional advice at the Company’s expense in order to discharge their duties and responsibilities effectively. If a Director considers it is necessary to seek for such advice, the member shall first discuss with the Chairman and bring the matter to the Board during a Board meeting. The seeking of independent professional advice and the proposed cost should be presented to the Board for approval.

9. FINANCIAL REPORTING

9.1 Transparency

i) The Company aims to present a clear and balanced assessment of the Company's financial position and future prospects that extends to the interim and price-sensitive information and other relevant reports submitted to the regulators.

ii) The Company and its Directors must cause to be kept the accounting records and other records to sufficiently explain the business, transactions and financial position of the Company and its Subsidiaries, and to enable the accounting and other records to be conveniently and properly audited.

iii) The Company and its Directors must ensure that all financial records and other records used for audit purpose and the preparation of true and fair financial statements, are retained for not less than seven years from the completion of the transactions or operations to which the entries or records relate.

iv) The Directors shall ensure that the financial statements are prepared so as to give a true and fair view of the current financial status of the Company in accordance with the Malaysian Financial Reporting Standards, Financial Reporting Standards and provisions of the Companies Act, 2016

v) The Company's practice is to announce to Bursa Securities its quarterly financial results as early as possible within 2 months after the end of each quarterly financial period.

vi) The Auditor’s Report shall contain a statement from the Auditors explaining their responsibilities in forming an independent opinion, based on their audit, of the financial statements.

9.2 Company Auditors

i) The Board has established formal and transparent arrangements for considering how financial reporting and internal control principles will be applied and for maintaining an appropriate relationship with the Company Auditors through its Audit Committee.

ii) The Audit Committee shall keep under review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the Company Auditors. The Company ensures that the Company Auditors do not supply a substantial volume of non-audit services to the Company.

iii) The independence of the Company Auditors will be assessed on an annual basis by the Audit Committee.

iv) Appointment of the Company Auditors is subject to approval of shareholders at General Meetings. The Company Auditors have to retire during the AGM every year and be re-appointed by shareholders for the ensuing year.

10. STAKEHOLDER COMMUNICATIONS

10.1 Investor Relations

i) The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Company and as such adopts an open and transparent policy in respect of its relationship with its shareholders and investors.

ii) The Board ensures the timely release of financial results on a quarterly basis to provide shareholders with an overview of the Company’s performance and operations in addition to the various announcements made during the year.

iii) The Company meets financial analysts from time to time as a means of effective communication that enables the Board and Management to convey information relating to the Company’s performance, corporate strategy and other matters affecting shareholders’ interests to enhance shareholders’ value.

iv) The Company leverage on information technology for effective dissemination of information. The Company’s website provides easy access to corporate information pertaining to the Company and its activities and is continuously updated.

v) The Board shall ensure that general meeting of the Company (whether fully virtual or hybrid) support meaningful engagement between the board, senior management and shareholders, including having in place the required infrastructure and tools to support among others, a smooth broadcast of the general meeting and interactive participation by shareholders.

10.2 Other Stakeholders

The Board recognises that no Company can exist by maximising shareholders' value alone. In this regard, the needs and interests of other stakeholders are also taken into consideration.

10.3 Employees

The Board acknowledges that the employees are invaluable assets of the Group. The Group provide safe and healthy working environment for all employees and manage employees’ welfare and well-being in the workplace in the best way to promote corporate social responsibilities.

11. COMPANY SECRETARY

The Board appoints the Company Secretary, who plays an important advisory role and provides support to the Board in fulfilling its fiduciary duties, and ensures that the Company Secretary fulfils the functions for which he/she has been appointed. The Company Secretary is accountable to the Board through the Chairman of the Board and Committees on all governance matters, compliance with Laws, rules and regulatory requirements.

The Board members have unlimited access to the professional advice and services of the Company Secretary.

12. CONFLICTS OF INTERESTS

i) Every Director who may have direct or indirect interest in any contracts or proposed contract or arrangement with the Company shall immediately declare his/her interest to the Board.

ii) If a conflict or potential conflict situation exists, it is required that the interested Director(s) shall be absent from the meeting whilst the Board discusses the matter and not vote on the matter, unless the other Directors who do not have a material personal interest in the matter have passed a resolution that states that those Directors are satisfied that the interest should not disqualify the Director from being present.

iii) The Directors are expected to advise the Company Secretary of any proposed Board or executive appointment to other companies as soon as practicable and to ensure compliance with the Listing Requirements continually on the maximum number of Directorships in Listed Companies.

13. DEALINGS IN SECURITIES

13.1 Description on “Dealings”

“Dealings” includes any one or more of the following actions, whether undertaken as principal or as agent :

i) acquiring or disposing of securities or any interest in securities;

ii) subscribing for or underwriting securities;

iii) making or offering to make with any person, or inducing or attempting to induce any person to enter into or to offer to enter into -

a) any agreement for or with a view to acquiring or disposing of securities or any interest in securities;

b) any agreement for or with a view to subscribing for or underwriting securities; or

c) any agreement the purpose or avowed purpose of which is to secure a profit to any of the parties from the yield of securities or by reference to fluctuations in the values of securities; and

iv) granting, accepting, acquiring, disposing of, exercising or discharging an option (whether for the call or put or both) or any other right or obligation, present or future, conditional or unconditional, to acquire or dispose of securities or any interest in securities.

13.2 Description on “price-sensitive information” and Dealing in securities

“Price-sensitive information” means information that “on becoming generally available would or would tend to have a material effect on the price or value of securities” as referred to in Section 185 of the Capital Market Services Act 2007. A Director must not deal in the securities of DEB as long as he is in possession of price-sensitive information relating to DEB’s securities.

14. CODE OF BUSINESS CONDUCT AND ETHICS

The Board has established and maintained a Code of Conduct and Ethics (“CCE”) to guide Directors, senior executives and all employees, to ensure that the Company’s integrity when carrying out its activities is never compromised.

The Directors are expected to conduct themselves with the highest ethical standard .and to behave ethically and professionally at all times and thereby protect and promote the reputation and performance of the Company and to ensure appropriate corporate governance structures are in place and promoting a culture of corporate and social responsibility, while achieving the objectives and goals of the Company.

The CCE should be read in conjunction with the Anti-Bribery and Anti-Corruption Policy (“ABAC Policy”), Whistleblowing Policy, and Directors’ Fit and Proper Policy. The CCE, ABAC Policy, Whistleblowing Policy and Directors’ Fit and Proper Policy are available at the Company’s Website : www.dominant.com.my

15. ANTI-CORRUPTION COMPLIANCE PROGRAMME

The Board shall ensure a sustainable Anti-Corruption compliance programme, which includes the Anti-Bribery and Anti-Corruption Policy (“ABAC Policy”) and assign adequate resources to implement the anti-corruption compliance programme.

16. WHISTLEBLOWING POLICY

The Company has adopted a Whistleblowing Policy to enhance corporate governance across the Group, enabling internal and external stakeholders of the Group to raise concerns in confidentiality.

The Whistleblowing Policy provides Directors, officers, employees and all other stakeholders of the Group with an avenue to report suspected improprieties such as illegal or unlawful conduct, breach of the ABAC Policy, contravention of the Group’s policies and procedures, acts endangering the health or safety of any individual, public or employee, and any other improper acts. The aim of this policy is to encourage the reporting of such matters in good faith, with the confidence that the person filing the report, to the extent possible, be protected from reprisal, victimisation, harassment or subsequent discrimination.

17. DIRECTORS’ FIT AND PROPER POLICY

The Company has adopted a fit and proper policy for the appointment and re-election of Directors of the Company and its subsidiaries to enhance the governance of the Company in relation to the Board’s quality and integrity, as well as ensure that each of its directors has the character, experience, integrity, competence, time and commitment to effectively discharge his/her role as a director.

The Board shall ensure that the fit and proper criteria on the appointment and re-election of directors of the Group are applied on a continuing basis. The Fit and Proper Policy is available for reference on the Company’s website at www.dominant.com.my

18. APPLICATION

The Board will review this Charter and make any necessary amendments from time to time as it deems appropriate to ensure they remain consistent with the Board’s objectives, current law and practices. Any updates to the principles and practices set out in this Charter will be made available on the Company's website.

This Board Charter has been updated and adopted by the Board on 31 May 2022 and is available on the Company's website, at www.dominant.com.my