AwanBiru Technology Berhad - Annual Report 2021

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS THE ROLE OF THE BOARD The Board remains resolute and upholds its responsibility in governing, guiding and monitoring the direction of the Company with the eventual objective of enhancing long-term sustainable value creation aligned with shareholders’ interests whilst taking into account the long-term interests of all stakeholders, including shareholders, employees, customers, business associates and the communities in which the Group and the Company conducts its business. The Board’s primary commitment is to lead and oversee the business of the Company and to ensure that the conduct of the Group’s operations promotes business sustainability, integrity and complies with the relevant law, rules and regulations. Hence, the Board reviews the strategy of the Company in the Company’s annual budget meeting. The role of the Board is stated in the Board Charter. A copy of the Board Charter is available on the Company’s website at https://www.awantec.my BOARD CHARTER The Board Charter is a comprehensive reference document for Directors on matters relating to the Board, its structure, and its processes. The Board Charter also sets out the roles and responsibilities of the Board, the individual Directors, the Senior Independent Director (“ SID ”), the Chairman and the President/GCEO. In addition, the processes for the onboarding of new directors and guidance on training and development and assessment of the Board are also prescribed in the Board Charter. BOARD RESERVED MATTERS Matters that are reserved for the Board are also stated in the Board Charter which is subject to review from time to time. They are summarised as follows: CORPORATE GOVERNANCE (“CG”) IN COVID-19 The financial performance as well as the welfare of the Group remain as a top priority to the Board. Without compromising the CG practices, the Group adapted to the current challenging scenarios to ensure stakeholders’ interest were preserved and protected. Operations were carried remotely to safeguard the employees and customers from the risk of the COVID-19. Meetings were conducted on a fully virtual setting in compliance to the movement control order announced by the Government of Malaysia and decisions were sought via virtual board meetings and/or resolutions in writing. BOARD DELIBERATIONS The Board met on a quarterly basis and meetings were scheduled prior to the commencement of each financial year. Special Board Meetings will be held to discuss urgent matters if required. During FY2021, the Board met nine (9) times to deliberate and consider any significant issues that require a thorough discussion and approval. All Directors have complied with the minimum 50% attendance requirement in respect of Board Meetings as stipulated in the Bursa Securities MMLR. Appointment and removal of Board members, senior management, and Auditors Matters relating to corporate governance and whistleblowing Approval of major expenditure, the Company’s annual business plan and scorecard Dividends Calling of shareholders meeting Terms of Reference of Board Committees Transparency | Awantec Annual Report 2021 81