BOARD CHARTER

1. Overview

The Board of Directors (“Board”) of CUCKOO INTERNATIONAL (MAL) BERHAD (“Company”) is collectively responsible for the long-term and continuous success of the Company and its subsidiaries (“Group”) by providing entrepreneurial leadership and strategic guidance as well as oversight of the management of the Company (“Management”). The Board has primary responsibility in both the governance and administration of the Company bearing fiduciary responsibilities for the financial integrity and organisational well-being.

The Board Charter is designed to:

serve as a point of reference and cornerstone literature providing insights to the existing and prospective Board to aid them in the performance of their fiduciary duties as Directors;
“Sensitive Personal Data” means any personal data consisting of information as to the physical or mental health or condition of a data subject, his political opinions, his religious beliefs or other beliefs of a similar nature, the commission or alleged commission by him of any offence or any other personal data as the Minister may determine by order published in the Gazette.
set out the roles, functions and responsibilities of members of the Board and Management to facilitate Board and Management’s accountability to the Company and its shareholders and stakeholders;
ensure parity in authority to prevent unfettered powers by a single Director or a group of Directors; and
assist the Board in the assessment of its collective performance and of each individual Director.

2. BOARD STRUCTURE

2.1 Board Composition and Balance

In accordance with Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“MMLR”), the Board shall ensure that the composition of the Board consist of at least two directors or one-third of its Board of Directors, whichever is higher, are independent directors and one director of the Board is a woman. In the event of any vacancy in the Board resulting in non-compliance with the composition of Independent Directors as prescribed under the MMLR, the said vacancy must be filled within three months.

The Board recognises the importance of independence and objectivity in the decision-making process. To the extent where practicable, a majority of the Board shall comprise of Independent Directors. This will allow for more effective oversight over the Management. Independent Directors shall have the meaning as defined in the MMLR.

The Board endeavours to keep its size at a reasonable level to ensure participation, involvement and effectiveness. The number of Directors shall not be less than two and not more than eleven as set out in the Company’s Constitution. The Board shall from time to time examine its size with a view to determine the impact of its number upon its effectiveness and composition to ensure its appropriateness.

The Board recognises the need for the composition to reflect a range of diversity, mix of skill, knowledge, and expertise which are necessary for the leadership and management of the Company. As such, the Board aims to maintain at least 30% women representation in its Board and in accordance with the MMLR, at least one woman director at all times. High levels of professional skills and appropriate personal qualities are pre-requisite for directorships. Without limiting the generality of the foregoing, the qualifications for Board membership are the ability to make informed business decisions and recommendations, an entrepreneurial talent for contributing to the creation of shareholders’ value, relevant experience, the ability to appreciate the bigger picture, ability to ask probing operational related questions, high ethical standards, sound practical sense, and total commitment to furthering the interests of shareholders and the achievement of the Company’s goals.

Any appointment of new Board members shall be reviewed and recommended by the Nomination and Remuneration Committee to the Board for final approval.

2.2 Role of the Board of Directors

The Board is the ultimate decision-making body of the Company, with the exception of matters requiring shareholders’ approval. The Board assumes, amongst others, leadership, due care and fiduciary duties in the interests of the Company under the Companies Act 2016 (“CA”) and applicable laws. Members of the Board must act with integrity, lead by example, keeping abreast of the responsibilities as a Director and of the conduct, business activities and development of the Company. Each Director is responsible, and all Directors are collectively responsible for the Company.

The Board takes full responsibility for the business performance of the Company and guides the Company towards achieving its short and long-term objectives, setting corporate strategies for growth and new business development while providing advice and direction to the Management to enable the Company to achieve its corporate goals and objectives. The Board is also responsible for the delivery of sustainable value to its shareholders and stakeholders and plays a critical role in championing good governance and ethical practices throughout the Company.

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 a meeting of the directors of the Company. Every Director shall give notice to the Company of such events and matters relating to him/her as may be necessary or expedient to enable the Company and its officers to comply with the requirements of the CA.

In line with the Malaysian Code on Corporate Governance 2021 (“MCCG”) issued by Securities Commission Malaysia, the Board has the following duties and responsibilities:

To review, monitor and implement strategic plans for the Group and to ensure that such strategic plans and the risk, performance and sustainability thereon are effectively integrated and appropriately balanced;
To promote and adopt corporate governance best practices in relation to risk management, legal and compliance management and internal control systems to safeguard the Group’s reputation, and the employees and assets and to ensure compliance with applicable laws, regulations, rules, directives and guidelines;
To align with applicable laws, regulations, rules, directives, and guidelines, including those outlined in the MCCG, the Company ensures the establishment of effective Board committees. This includes appointing committees, delegating powers, evaluating their composition, performance, and effectiveness, as well as reviewing reports and deliberating on recommendations made by these committees.
To monitor the relationship between the Group and the Management, shareholders and stakeholders, and to develop and implement an investor relations programme or shareholders’ communications policy for the Group;
Set the strategic aims of the Company, ensure that the necessary resources are in place for the Company to meet its objectives and review the Management’s performance;
Set the Company’s values and standards and ensure that its obligations to its shareholders and other stakeholders are understood and met;
Take responsibility together with the Management for the governance of sustainability in the Company including setting the Company’s sustainability strategies, priorities and targets;
Take appropriate action in ensuring that members of the Board and Management stay abreast with and understand sustainability issues relevant to the Company and its business, including climate-related risks and opportunities;
Identify a designated person within the Management to focus on strategically managing sustainability, including the integration of sustainability considerations in the operations of the Company;
Carry out performance evaluations of the Board and Management including a review of the performance of the Board and Management in addressing the Company’s material sustainability risks and opportunities;
Ensure that the sustainability strategies, priorities and targets as well as performance against these targets are communicated to internal and external stakeholders;
Review and approve the annual corporate plan for the Group, which includes the overall corporate strategy, sustainability strategy, business development and marketing plan, human resources plan, financial and budget plan, regulatory plan and risk management plan;
Review and approve strategic initiatives including corporate business restructuring or streamlining and strategic alliances;
Oversee the conduct of the Group’s businesses to evaluate whether the businesses are being properly managed;
Ensure the Company has appropriate corporate governance structures in place including standards of ethical behaviour and promoting a culture of corporate responsibility;
Identify principal risks and ensure the implementation of appropriate systems to manage these risks;
Approve the nomination, selection, succession policies, and remuneration packages for the Board members, Board Committee members, nominee Directors on the functional Boards of the subsidiaries and the principal officers, and the annual manpower budget for the Group, including managing succession planning, appointing, training, fixing the compensation of, and where appropriate replacing the Management or key management personnel;
Approve the appointment, resignation or removal of the Company Secretary;
Review the adequacy and integrity of the Group’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines (including the securities laws, CA, and MMLR);
Review and approve various key documents and policies, including annual business plans, financial statements, and annual reports. This encompasses the review and approval of financial statements such as annual audited accounts and quarterly reports, as well as decisions regarding dividend policy, credit facilities from financial institutions, and guarantees;
Review and approve the Audit and Risk Committee Report and Statement of Risk Management and Internal Control for the Annual Report;
Prepare a Corporate Governance Overview Statement in compliance with the MCCG for the Annual Report;
Review and approve investment policies and guidelines for the Company’s surplus funds, asset allocation policy and policy on exposure limits on investment with banking institutions;
Review and approve the capital expenditure, purchase of fixed assets, operating expenditure, variation order and any other matters in accordance with the Authority Limits Document. For the purpose of this Board Charter, Limits of Authority is a formal guide that specifies who can make decisions and approve actions within an organization, based on their position or level of authority. It sets limits on financial transactions and outlines responsibilities for decision-making and reporting. Authority Limits Document may include but not limited to financial approval levels, project approval levels, hiring authority levels, contract signing authority levels, expense reimbursement level and etc;
Approve the appointment of external auditors and set their related audit fees;
Initiate a Board self-evaluation program and follow-up action to deal with issues arising and arrange for directors to attend courses, seminars and participate in development programs as the Board considers appropriate; and
Review conflict of interest issues relating to a Director or persons connected including approving related party transactions, subject to shareholders’ approval, where required.

The Board is also mindful of the importance of building a sustainable business, and therefore takes into consideration the environmental, social and governance (ESG) impact when developing the corporate strategy of the Group. The Board also ensures that the Company participates and undertakes activities related to corporate social responsibilities (CSR).

2.3 Matters Reserved for the Board

To ensure that the direction and control of the Group are firmly in its hands, the matters reserved for the Board’s decision are as follows:

Establishment of Board Committees and approval of the Terms of Reference;
Appointment of Board members as per recommendation from the Nomination and Remuneration Committee;
Appointment or resignation of the Company Secretary;
Approval of corporate plans and programmes;
Approval of annual budgets, including major capital commitments;
Approval of new ventures;
Approval of material acquisitions and disposals of undertakings and properties; and
Changes to Management and control structure within the Group, as well as establishing key policies and delegated authority limits, where necessary.

2.4 Authority of the Board

The Board derives its authority to act from the Constitution of the Company and laws, rules and regulations governing companies in Malaysia including the CA.

The Directors may exercise their collective authority and perform their duties on behalf of the Company in managing the Company within the scope and jurisdiction of the Constitution of the Company.

The Board sets the strategic direction and vision of the Company with the assistance of the Management of the Company. The Board is fully responsible for its duties in leading, governing and monitoring the performance of the Company whilst ensuring efficient execution of functions by the Management.

2.5 Separation of Positions between the Chairman of the Board and Chief Executive Officer (“CEO”)

The Board shall be under the leadership of the Chairman.
The Chairman and the CEO shall be two separate persons to ensure separation of powers and promote accountabilities. This is to ensure that their roles and responsibilities are separate and distinct.
In the event that the positions of Chairman of the Board and CEO are held by the same person or the requirement of a majority of Independent Directors on the Board is not met, the Company shall provide explanation and justification in the Annual Report of the Company.
The Chairman of the Board should not be a member of the Audit and Risk Management Committee, Nomination and Remuneration Committee, in line with the MCCG recommendations.

2.6 Role of the Chairman of the Board

The Chairman is elected by the Board and will preside at all Board meetings and general meetings of the Company. The Chairman of the Board will ensure that procedural rules are followed in the conduct of meetings and that decisions made are formally recorded and adopted.

The Chairman of the Board carries out a leadership role in the conduct of the Board and the primary responsibilities of the Chairman are, amongst others, as follows:

2.7 Role of Deputy Chairman

The Deputy Chairman is a member of the Board and plays a crucial role in supporting the Chairman to deputize and assist in providing leadership to the Board. If the Chairman is not an Independent Director, the Deputy Chairman shall be an Independent Director to promote further independence and objectivity of the Board.

The Deputy Chairman is tasked with assisting the Chairman in carrying out their duties effectively, providing continuity in leadership, and contributing to strategic decision-making processes. The primary responsibilities of the Deputy Chairman are, amongst others, as follows:

Assume the responsibilities of Chairman in the absence of the Chairman / where the Chairman is conflicted, ensuring smooth operations and decision-making processes.
Collaborate with the Board and Management on strategic planning to align long-term goals with the Group’s mission;
May be responsible for leading certain discussions, presenting reports, and representing the Board’s interests during the absence of the Chairman / where the Chairman is conflicted;
Ensure compliance with laws, regulations, and internal policies, while maintaining ethical standards; and
Foster relationships with key stakeholders, identify and mitigate risks, and contribute to succession planning efforts.

2.8 Role of Chief Executive Officer (“CEO”)

The CEO holds the primary executive responsibility for the Group’s business performance and manages the Group in accordance with the strategies and policies approved by the Board.

The CEO is responsible for the day-to-day operations of the Group, within the authorities as delegated by the Board. The primary job tasks for the CEO, amongst others, are as follows:

Focus on the business and lead the Management of the Company in making and implementing the day-to-day decisions on the business operations, managing resources and risks in pursuing the corporate objectives of the Group;
Develop and implement corporate strategies for the Group;
Ensure the efficiency and effectiveness of the Group’s operations with internal control mechanism;
Assess the business opportunities which have potential benefit to the Group;
Bring material and other relevant matters to the attention of the Board in an accurate and timely manner; and
Carry out other duties and responsibilities as may be delegated by the Board.

The CEO shall be a Board member and have the capacity to appoint members of the Management or appropriate personnel to join the Board as Executive Directors.

In the absence of the CEO, any of the Executive Directors who is fully acquainted with the Company’s day to day affairs shall be the person directly responsible for the overall running of the Company.

2.9 Role of the Executive Directors (“ED”)

The ED are involved in leadership roles supporting the CEO in the day-to-day operations and management within their specific areas of expertise and/or assigned responsibilities. They are further responsible for implementing strategic plans and policies set by the Board and to assist the CEO in discharging his duties. The ED represent the Company at the highest level and are decision makers on matters within their scope. The ED liaise frequently with the Board members and with each other to lead the Management in driving the Group forward.

2.10 Role of the Independent Directors

The CEO holds the primary executive responsibility for the Group’s business performance and manages the Group in accordance with the strategies and policies approved by the Board.

The Independent Directors are Non-Executive Directors of the Company. They are independent from the Management and free from any significant business or other relationship with the Group. Hence, they are able to provide an unfettered and unbiased independent judgement and to promote good corporate governance in their role as Independent Directors.

Their various roles in the Board Committees further contribute towards the enhancement of corporate governance and controls within the Group.

The Board has adopted a definition of ‘Independent’ setting out the interests and relationships to be considered by the Board in assessing the independence of each Director in accordance with Paragraph 1.01 and Practice Note 13 of the MMLR.

The role of the Independent Director is to constructively challenge and help develop proposals on strategy including, inter alia:

to make an independent assessment of the information, reports or statements, having regard to the Directors’ knowledge, experience and competence, to provide an independent view and demonstrate objectivity in reviewing and challenging the Management’s proposals at meetings;
to devote sufficient time to update their knowledge and enhance their skills through appropriate continuing education programmes, so as to keep abreast of industry issues, market development and trends, and enable them to sustain their active participation in board deliberations; and
act as a channel of communication between Management, shareholders and other stakeholders, and provide the relevant checks and balances, focus on shareholders’ and other stakeholders’ interests and ensure that high standards of corporate governance are applied.

2.11 Role of the Senior Independent Non-Executive Director

The Board may appoint a Senior Independent Non-Executive Director to whom concerns of shareholders and the public can be conveyed towards.

The Senior Independent Non-Executive Director contributes by playing the following roles:

to ensure all Independent Directors have an opportunity to provide input on agendas and advise the Chairman on quality, quantity and timeliness of the information submitted by the Management that is necessary or appropriate for the Independent Directors to perform their duties effectively;
to consult 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;
to serve 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 ED;
to serve as the principal conduit between the Independent Directors and the Chairman on sensitive issues such as whistleblowing issues arising; and
to chair the meeting between the Non-Executive Directors where neither the Chairman, Deputy Chairman and ED attend.

2.12 Board Committees

Board Committees will be formed only when it is necessary to facilitate efficient decision-making.

Board Committees will observe the same rules of conduct and procedure as the Board unless the Board determines otherwise in a separate Terms of Reference. Board Committees will only speak or act for the Board when so authorised.

The Board has established the following Board Committees, each with clearly defined Terms of Reference detailing also the Board Committees’ authorities, roles and responsibility in order to enhance business and corporate efficiency and effectiveness:

Audit and Risk Management Committee; and
Nomination and Remuneration Committee.

The Chairman of the relevant Board Committees will report to the Board on the key issues deliberated by the Board Committees at the Board meetings.

2.13 Tenure of Directors

Pursuant to the Company’s Constitution and MMLR, at each Annual General Meeting (“AGM”) of the Company (i) one-third of the Directors for the time being, or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office, and (ii) an election of Directors shall take place. Each Director shall retire once in every three years but shall be eligible for re-election.

The Directors to retire at each AGM shall be those who have been longest in office since their last election, but as between persons who became Directors on the same day those to retire (unless they otherwise agree among themselves) shall be determined by lot.

Any Director appointed by the Board during the financial year shall hold office only until the next AGM of the Company and shall then be eligible for re-election but shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting.

The tenure of the ED is tied to their executive office.

The independence of each Director is reviewed at least annually, and individual Directors do not participate in assessing their own independence.

The tenure of an Independent Director should not exceed a cumulative term of nine years without further extension.

3. BOARDROOM DIVERSITY POLICY

This Policy pursues to formally record the Company’s policy on Board diversity and to recognise the recommendations of the MCCG.

The Board is committed to maintaining an environment of respect for people regardless of their gender in all business dealings and achieving a workplace environment free of harassment and discrimination on the basis of gender, physical or mental state, ethnicity, nationality, religion, age or family status. The same principle is applied to the selection of potential candidates for appointment to the Board.

The Board acknowledges the importance to promote gender diversity, prioritising selection criteria based on an effective blend of competencies, skills, extensive experience and knowledge to strengthen the Board should be priority. Thus, the Board aims to maintain at least 30% women representation in its Board in the Gender Diversity Policy and will maintain the required numbers of women directors on the Board, as recommended under the MCCG.

Selection of candidates will be based on a range of diversity perspectives, including but not limited to professional and business experiences, skills, knowledge, gender, age, ethnicity and educational background. The ultimate decision will be based on merit and contributions that the selected candidates will bring to the Board. The Board’s diversity policy (including gender, ethnicity and age) will be disclosed in the Company’s Annual Report.

Scope & Policies

The Board acknowledges that the concept of diversity incorporates a number of different aspects, such as professional and business experiences, skills, knowledge, gender, age, ethnicity and educational background.

(a) Board Mix

The Board shall include a balanced composition of Executive, Non-Executive and Independent Non-Executive Directors, and to the extent where practicable, a majority of the Board shall comprise of Independent Directors to promote a strong element of independence within the Board. The Independent Non-Executive Directors shall be of sufficient calibre and standing, for their views to carry weight.

(b) Skills and Experience

The Board shall possess a balance of appropriate skills for the requirements of the business of the Company. The Directors shall have a mix of financial, legal, management and other backgrounds which when working in synergy, will provide the Company with considerable experience in a wide range of activities.

(c) Gender

The Board is cognisant of the recommendation of the MCCG to have at least 30% women directors’ representation to the Board and the Board further encourages women participation in the Management. The Company shall endeavour to increase women directors’ on the Board and Management to ensure a healthy talent pipeline.

(d) Ethnicity/Nationality

The Company aspires to have a board of directors of different nationalities and ethnic backgrounds who can contribute their knowledge and understanding of the business, industries and environments.

(e) Age

The Board is fully committed to promote age diversity, valuing the contribution of its members regardless of age, and seeks to eliminate age stereotyping and discrimination.

4. NOMINATION AND APPOINTMENTS

The appointment of a new Director is a matter for consideration and decision by the Board upon appropriate recommendation from the Nomination and Remuneration Committee.

In making the recommendation to the Board, the Nomination and Remuneration Committee will have due regard to diversity in skills, experience, age, cultural background, gender, character, integrity, competence and time to effectively discharge their role as Director.

New Directors are expected to have such expertise so as to qualify them to make a positive contribution to the Board’s performance of his/her duties and to devote sufficient time and attention to the affairs of the Company.

The Company Secretary shall have the responsibility of ensuring that relevant procedures relating to the appointments of new Directors are properly executed.

Upon appointment, new Directors are provided with comprehensive information on the Group to enable them to gain an understanding of the Group’s strategies and operations, and hence allow them to effectively contribute to the Board.

In the event of any vacancy in the Board, resulting in non-compliance with the MMLR, the Company must fill the vacancy within three months.

5. DIRECTORS’ EXTERNAL COMMITMENTS AND CONFLICT OF INTEREST

A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare his/her interest in accordance with the provisions of the CA. The Director concerned shall not participate in deliberations and shall abstain himself/herself from voting in any matter arising thereof.

Should there be an actual, potential or perceived conflict of interest between the Company or a related corporation and a Director, or an associate of a Director such as a spouse or other family members, or a related company, the Director involved shall make full disclosure and act honestly in the best interest of the Company.

An actual, potential or perceived conflict of interest shall not necessarily disqualify an individual Director from the Board provided that full disclosure of the interest has been made in good faith and with due honesty.

6. DISQUALIFICATION OR VACATION OF OFFICE

The office of Directors shall ipso facto become vacant if the Director:

if the Directors ceases to be a Director by virtue of the CA;
if (not being the Managing or Deputy or Assistant Managing Director holding office as such for a fixed term) the Director resigns his/her office by notice in writing under his hand sent to or left at the Company’s Registered Office;
if the Director is absent for more than fifty percent of the total Board of Directors’ meetings held during a financial year, unless approval is sought and obtained from Bursa Securities;
if the Director is removed from his/her office of Director by resolution of the Company in general meeting of which special notice has been given;
if the Director becomes of unsound mind or a person whose person or estate is liable to be dealt with any way under the Mental Health Act 2001; and
if the Director becomes prohibited or disqualified from being a Director by reason of any order made under the provisions of the CA or the MMLR.

Each Board member is expected to achieve at least fifty percent attendance of total Board meetings in any applicable financial year with appropriate leave of absence be notified to the Chairman and/or Company Secretaries, where applicable.

7. TIME COMMITMENT FOR ACCEPTING NEW DIRECTORSHIP

All Board members shall notify the Chairman of the Board before accepting any new directorship. The notification shall include an indication of time that will be spent on the new appointment.

The Chairman shall further notify the Board if he has any new directorship or significant commitments outside the Company.

As prescribed under the MMLR, each Board member must not hold directorships at more than five public listed companies.

8. DIRECTORS’ TRAINING

The Directors shall be regularly updated by the Company Secretary, the external auditors or the internal auditors on new statutory, corporate and regulatory developments relating to Directors’ duties and responsibilities or the discharge of their duties as Directors of the Company.

The Board should on a continuous basis evaluate and determine the training needs of each Director, particularly on relevant new laws and regulations and essential practices for effective corporate governance and risk management to enable the Directors to effectively discharge their duties.

9. COMPANY SECRETARY

The appointment, resignation or removal of the Company Secretary is a matter for the Board as a whole.

The Board recognises the fact that the Company Secretary should be suitably qualified and competent to provide sound governance advice, ensure adherence to rules and procedures, and advocate the adoption of corporate governance best practices in the Company.

The office of the Company Secretary shall be vacated if the Company Secretary resigns by notice in writing to the Company left at the Registered Office of the Company. Where a Company Secretary gives notice of resignation to the Directors, the Company Secretary shall cease to act as Company Secretary with immediate effect or on the date specified in such notice (as the case may be).

10. ACCESS TO ADVICE AND SERVICES OF THE COMPANY SECRETARY

Directors and the Board as a whole shall also have unlimited access to advice and services of the Company Secretary and may request information and documents relating to the Company from the Company Secretary in order to facilitate their work duties as Directors.

11. BOARD MEETINGS AND PROCEDURES

11.1 Board Meetings

The Board shall meet at least four times in a financial year, although additional meetings may be called at any time at the Chairman’s discretion.
The quorum of a Board meeting shall be two and a meeting of Directors for the time being at which a quorum present shall be competent to exercise all or any of the powers, authorities and discretions by or under the Constitution vested in or exercisable by the Directors generally.
Proceedings of all meetings are minuted and signed by the Chairman of the meeting. Minutes of all Board meetings are circulated to the Directors in a timely manner and approved by the Board at the subsequent meeting.
Actions on all matters arising from any meeting are reported at the following meeting.
The Board shall limit Board meetings to Directors and Management only. Any external parties such as auditors (both internal and/or external auditors), solicitors or consultants attending Board meetings will require basis and justifications for approval by the appointed Chairman of such meetings, and recorded by the Company Secretary. Invited external parties may attend part or all of the Board meeting at the discretion of the Board.
Any Director who has a direct or deemed interest in the subject matter to be deliberated shall abstain from deliberation and voting on the same during the Board meeting.
In the event the elected Chairman is not able to attend and/or absent from a Board meeting, the members of the Board shall elect amongst themselves a Chairman for the meeting.
The Board meeting may be held and conducted through the telephone or any communication equipment which allows all persons entitled to receive notice and participate in the meeting. A person so participating shall be deemed to be present in person at the meeting venue duly convened and held and shall be entitled to vote and be counted in a quorum accordingly.
A resolution in writing, signed or approved by letter, telegram, telex, telefax or electronic means by a majority of the directors for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more of the members of the Board. The resolutions are to be recorded in the Company’s minutes book kept by the Company Secretary.

11.2 Notices of Board Meetings

Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each attendee no later than five days before the date of the meeting.

As a best practice and allow ample time for Directors to study and evaluate the matters to be discussed and subsequently make effective decisions, the Board papers and agenda items shall be circulated at least five days prior to the meeting.

11.3 Decision Making Process

A decision by the Board requires the majority of the votes cast by the Board members who take part in the processing of an issue. In the event of an equality of votes, the Chairman of the Board shall have the casting vote.

12. INDEPENDENT PROFESSIONAL ADVICE

In discharging the Directors’ duties, each member of the Board is entitled to obtain independent professional advice at the cost of the Company.

Where such advice is considered necessary for the discharging of his/her duties and responsibilities as Director and, for the benefit of the Company, such Director shall first discuss it with the Chairman and, having done so, shall be free to proceed.

Subject to the prior approval of the Chairman/ Board, the cost of the advice will be reimbursed by the Company, but the Director will ensure, so far as is practicable, that the cost is reasonable.

13. ACCESS TO INFORMATION

The Board should have access to all information pertaining to the Company and advice/services of the Company Secretary and Management in the Group in a timely manner for the discharge of its duties effectively.

The Directors may whether as a full Board or in their individual capacity, seek independent professional advice, including the internal and external auditors, at the Company’s expense to enable the Directors to discharge their duties with adequate knowledge on the matters being deliberated.

The Board acknowledges that all confidential information received/disclosed in the course of exercising the Board duties shall remain as the property of the Company, whether it relates to the Group or another entity. Such confidential information shall not be disclosed unless either the Chairman of the Board has so authorised in writing and/or if such disclosure is required by law.

14. DIRECTORS’ REMUNERATION

The remuneration policy of the Company is based on the philosophy of giving higher weightage on performance-related bonuses. These are entrenched in the remuneration policy for Executive Directors, which are reviewed annually by the Nomination and Remuneration Committee. The performance of Directors is measured by the Directors’ contribution and commitment to both the Board and the Company. The Executive Directors’ remuneration shall be determined with reference to the performance of the Group.

In the case of Non-Executive Directors, the level of remuneration reflects the contribution and level of responsibilities undertaken by the particular Non-Executive Director.

The Board will determine the level of remuneration for each Board member, taking into consideration the recommendations of the Nomination and Remuneration Committee.

The Directors shall be paid all their travelling and other expenses necessarily expended by them relating to the business of the Company including their travel and other expenses incurred in attending Board meetings of the Company.

The Directors concerned shall abstain from voting on or discussing their own remuneration.

15. CODE OF CONDUCT AND ETHICS

The Directors are to maintain the highest degree of integrity and professionalism while at the same time promoting transparency and accountability in their actions.

The Company has in place a “Code of Conduct and Ethics” which is formulated to enhance the standard of corporate governance and behaviour through:

Establishing standards of ethical conduct for Directors based on acceptable beliefs and values;
Upholding the spirit of social responsibility and accountability in line with the legislation, regulations and guidelines governing the Group; and

Documenting and emphasising the integral obligation of each Director in performing his/her duty, to act in a manner that is lawful, honest, ethical and free from any conflict of interest or perceived conflict of interest.

16. ANTI BRIBERY AND CORRUPTION POLICY

The Board is committed to conduct the Group’s business lawfully and ethically in all the countries where the businesses are located. In order to ensure that all business associates maintain high standards of business ethics and integrity whilst conducting business with the Group, the company has established the Anti Bribery and Corruption Policy.

17. WHISTLEBLOWING POLICY

The Company has in place a “Whistleblowing Policy” to manage improper conduct on the part of the Directors, if any. This policy covers areas from lodging of reports to investigations and corrective actions that are required to be taken.

Director’s improper conduct is generally described as any conduct by a Director which if proven constitutes a criminal offence or any conduct that constitutes a wrongdoing or malpractice and may include any of the following:

The breach of any law, regulation or rule that is applicable to theCompany. For example, a breach of insider trading laws;
Any criminal act, including criminal breach of trust, extortion and sabotage;
Any act that is likely to cause significant financial loss or costs to the Company including any intentional misrepresentation of the Company’s financial statements;
Any other action that would cause significant harm to the Company or to any person(s); and
The deliberate concealment of information concerning any of the matters listed above.

The Board has overall responsibility for this policy and shall oversee the implementation of this policy.

18. RELATIONSHIP WITH SHAREHOLDERS AND STAKEHOLDERS

The Board will maintain an effective communications policy that enables both the Board and Management to communicate effectively with shareholders and the general public.

The Board will ensure that the general meetings of the Company are conducted in an efficient manner and serve as a mode of shareholders’ communications. This includes having in place the required infrastructure and tools to support among others, a smooth broadcast of the general meeting and interactive participation by shareholders. Additionally, the Company should ensure the supply of comprehensive and timely information to shareholders and the encouragement of active participation at the general meetings. The Company will leverage electronic means to facilitate:-

Voting including voting in absentia; and
Remote shareholders’ participation at the general meeting.

The methods of communication engaged by the Company are, amongst others, as follows:

timely announcements and disclosures made to Bursa Malaysia Securities Berhad;
the Company’s website, https://www.cuckoo.com.my/ which provides easy access to the corporate information pertaining to the Group and its activities, which is updated as and when necessary.

The Chairman shall encourage active shareholder participation during general meetings by supporting meaningful engagement between the Board, Management and shareholders. Shareholders shall be given opportunity to pose questions during the general meetings, all questions should receive a meaningful response and questions shall be made visible to all meeting participants during the general meeting.

The AGM is one of the principal forums for communication with shareholders. Notices of the AGM and annual reports shall be sent out to shareholders at least twenty-eight days as recommended by MCCG, before the date of the AGM.

The Board endeavours to have all its directors to attend the general meetings. The minutes of the general meetings will be published through the website of the Company not later than thirty business days after the general meeting.

19. ACCOUNTABILITY AND AUDIT

19.1 FINANCIAL REPORTING

The Board aims to present a clear and balanced assessment of the Group’s financial position and future prospects, which extends to the annual and quarterly reports.

The Board shall ensure that the annual and interim financial statements are prepared so as to give a true and fair view of the current financial status of the Group in accordance with the approved accounting standards. The Audit and Risk Management Committee plays an important role in ensuring that the Company’s financial statements are a reliable source of financial information and ensures the compliance of the applicable financial reporting standards before recommending the Company’s financial statements to the Board.

19.2 EXTERNAL AUDITORS

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 external auditors through the Audit and Risk Management Committee.

The Audit and Risk Management Committee further keeps under review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the external auditors of the Company.

The Audit and Risk Management Committee ensures that the external auditors do not provide a substantial amount of non-audit services to the Company.

Appointment of the external auditors is subject to the approval of shareholders at general meeting. The external auditors must retire every year during the AGM and be subject for re-appointment by the shareholders of the Company for the ensuing year.

20. REVIEW OF BOARD CHARTER

Where necessary, the Board Charter will be reviewed and updated by the Board to ensure its relevance in assisting the Board to discharge its duties with the changes in the corporate laws and regulations that may arise from time to time and to remain consistent with the Board’s objectives and responsibilities. Any updates to this Board Charter shall be made available on the corporate website.

Endorsed by the Board on: 14 August 2024

BOARD CHARTER

Login