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The Board of Directors of EP Manufacturing Bhd recognizes corporate governance as important principles and practices and will continue to adopt and uphold good governance practices and social ethics in conducting its business dealings to achieve its corporate mission and enhance shareholders' value. This Board Charter shall constitute and form an integral part of the Directors' duties and responsibilities and procedures for effective functioning of the Board.


The Board of Directors ("Board") has the overall responsibility of setting and reviewing strategies and policies and ensuring proper management of the Group to optimise long-term financial returns and increase shareholders' value. The Board also has responsibilities towards the Group's customers, employees, suppliers, other stakeholders and the communities where it operates, all of whom are fundamental to successful continuation of the business.  

The Board shall assume the following responsibilities:-

  1. Establish the value, vision and mission of the Group and develop and review strategic plans to achieve them;
  2. Establish policies for strengthening the financial and operational performance of the Group and ensuring proper and effective execution of the policies;
  3. Adopting performance measures to monitor implementation and performance of the strategy, policies, plans, legal and fiduciary obligations that affect the business;
  4. Overseeing the conduct of the Group's business to evaluate whether the business is being properly managed. This includes ensuring the solvency of the Group and the ability of the Group to meet its contractual obligations and to safeguard its assets;
  5. Ensuring that the Group has appropriate risk management process/framework and adequate internal control systems to identify, analyse, evaluate, manage and control significant financial and business risks;
  6. Ensure the conduct of the Group business complies with applicable laws, regulations, rules, directives and guidelines;
  7. Formalise the company's strategies on promoting sustainability, focusing on environmental, social and governance aspects;
  8. Appointing board committees to address specific issues, considering recommendations of the various board committees and discussing problems and reservations arising from these committees' deliberations and reports;
  9. Ensuring that the statutory accounts of the Company and Group are fairly stated and conform with the relevant regulations including acceptable accounting policies that result in balanced and understandable financial statements;
  10. Ensuring the integrity of the Company and Group financial and non-financial reporting;
  11. Ensuring that there is in place an appropriate succession plan for members of the Board and senior management;
  12. Ensuring that the Group adheres to high standards of ethics and corporate behaviour including transparency in the conduct of business;
  13. Ensuring that there is in place an appropriate investor relations and communications policy; and
  14. Together with senior management, promote good corporate governance culture which reinforces ethical, prudent and professional behaviour.

The duties, power and functions of the Board are governed by the Constitution of the Company, the Companies Act, 2016, Main Market Listing Requirement of Bursa Malaysia Securities Berhad and other regulatory guidelines and requirements that are in force.

Non-Executive Directors  

The Board comprises Non-Executive Directors (NED) that provides considerable depth of knowledge gained from experiences across diverse public and private companies.

NED are responsible to advise and direct management in development and evaluation of strategy, monitor operational performance, management's strategy implementation and review the risk management and internal control systems.

Independent NEDs (INEDs) are independent from management and free from any business or relationship, which could materially interfere with the exercise of their independent judgment.

The Independent Directors shall provide independent judgment and objectivity without being subordinated to operational considerations. The Independent Directors are to uphold the interests of all stakeholders and not only the interests of a particular group, and that all relevant matters and issues are objectively and impartially considered by the Board. The views and opinions of the Independent Directors shall carry significant weight in the Board's decision-making process.

If there are any Directors that hold differing views on any matter discussed at a Board Meeting, the Board minutes shall clearly reflect this.

Senior Independent Non-Executive Director (SINED)  

Senior Independent Director acts as the point of contact between the Independent Directors and Chairman/COO/CEO on sensitive issues and has been identified as a designated contact to whom shareholders' concerns or queries may be raised, as an alternative to the formal channel of communication with shareholders. SINED also be the focal point for external parties to whistle blow any unethical behaviours or business misconducts by internal parties (including Directors) of the Company and within the Group.


TBoard of Directors and Senior Management shall:

  • act honestly and in the best interests of, and fulfill their fiduciary obligations to the Company;
  • conduct themselves in a professional, courteous and respectful manner and maintain a culture of high ethical standard and commitment to compliance;
  • act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated;
  • not use any information or opportunity received by them in their capacity as Directors or senior management in a manner that would be detrimental to the Company's interests;
  • declare any personal, professional or business interests that they may have regarding any matters or proposals at Board meetings and abstain from discussion and voting on such transactions or otherwise influencing a decision on any matter in which the concerned Director has or may have such an interest;
  • respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors or senior management, except when authorized or legally required to disclose such information;
  • not use confidential information acquired in the course of their service as Directors or senior management for their personal advantage or for the advantage of any other entity;
  • prohibit from trading in securities based on price sensitive information not publicly announced; and
  • encourage the reporting and investigating of unlawful and unethical behavior.
  • safeguarding against bribery, corruption and unethical practices. (New CG Practice 3.1)
  • observe the Whistleblowing Policy and Procedures of the Group developed to manage improper conduct such as criminal activity, breach of legal obligation (including negligence, breach of contract, breach of law), miscarriage of justice, danger of health and safety or to the environment. This policy covers areas from lodging of reports to investigation and corrective actions that are required to be taken.

The Board should consist of a minimum of two (2) Directors and maximum of twelve (12) Directors. At least 2 directors or 1/3 of the Board, whichever is higher, shall be independent directors.

The Board shall include an appropriate balance of executive and non-executive directors (including independent non-executives) such that no individual or small group of individual will dominate decision-making. The Board shall identify a senior independent non-executive director to whom concerns may be conveyed.

The tenure of independent director shall not exceed a cumulative term of 9 years. Upon completion of the 9 years, the independent director may continue to serve the Board but subject to the said director be re-designated to non-independent director. In the event, the director is to remain designated as independent director, the Nominating Committee must first assess and recommend to the Board its justifications, and the Board shall review and supports the said justifications and to obtain shareholders' approval.

New board members are appointed by the full board after considering the recommendation of the Nomination Committee. The new Director shall declare his time commitment and other directorships to the Board upon appointment.

A newly appointed Director shall retire from office and be eligible for re-election by the shareholders at the first annual general meeting after his appointment. All Directors are subject to re-election by the shareholders at least once in every three (3) years subject to the Company's Articles of Association.


The Board shall meet at least four (4) times a year or more frequently when necessary, with timely circulation of notice of meeting and agenda at least 7 days before the meeting. The Board should record its deliberations and the decisions and resolutions carried at the board meetings. The Board should ensure that the minutes of board meetings are prepared on time and review the minutes to ensure completeness and accuracy.

A formal schedule of matters should be reserved for the BoardĄ¯s deliberations and decisions to ensure the direction and control of the company is firmly vested in the Board. The formal schedule of matters, amongst others, shall include:-

  • Review and approve strategic direction and business plans.
  • Review and approve the financial statements of the Group for timely lodgement and release to relevant authorities and market.
  • Review major risks and relevant measures deployed by management to address the risks.
  • Establish and delegation of power to board committees and management team.
  • Review and approve corporate exercise, restructuring plans, capital expenditure, disposal of capital items, funding requirements.
  • Approve the appointment and resignation of directors, company secretary, auditors.
  • Review and consider succession plan, evaluation of board and board committees and individual directors based on recommendations of Nomination committee.
  • Review recommendation from remuneration committee on remuneration packages of directors.

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