Corporate Governance

Corporate Governance Report

SECTION A – DISCLOSURE ON MALAYSIAN CODE ON CORPORATE GOVERNANCE Disclosures in this section are pursuant to Rule 15.25 of Bursa Malaysia Listing Requirements.
SECTION B – DISCLOSURES ON CORPORATE GOVERNANCE PRACTICES PURSUANT TO CORPORATE GOVERNANCE GUIDELINES ISSUED BY BANK NEGARA MALAYSIA
Disclosures in this section are pursuant to Appendix 4 (Corporate Governance Disclosures) of the Corporate Governance Guidelines issued by Bank Negara Malaysia. This section is only applicable for financial institutions or any other institutions that are listed on the Exchange that are required to comply with the above Guidelines.

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Code of Ethics and Conduct for Directors and Employees

The Code of Ethics and Conduct (“Code”) aims to outline the standards of business conduct and ethical behavior which the Directors and employees should possess in discharging their duties and responsibilities and to enhance their high standards of personal integrity and professionalism.

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Board Charter

The Board supports Practice 2.1 “The board has a board charter which is periodically reviewed and published on the company’s website” as laid out in the Code. The Board is responsible for stewardship of the Group and has constituted the Board Charter that forms an integral part of each Director’s duties and responsibilities.

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Audit Committee

The Audit Committee currently comprises of three Independent Non-Executive Directors.

Chairman:	Hew Thin Chay (Independent Non-Executive Director)
Members:	Rungit Singh A/L Jaswant Singh (Independent Non-Executive Director) Norizan Binti Idris (Independent Non-Executive Director)

The primary objectives of the Committee are to assist the Board in discharging its statutory duties and responsibilities relating to accounting and financial reporting practices of the Group.

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Nomination Committee

The Nomination Committee currently comprises of three Independent Non-Executive Directors.

Chairman:	Rungit Singh A/L Jaswant Singh (Independent Non-Executive Director)
Members:	Hew Thin Chay (Independent Non-Executive Director) Norizan Binti Idris (Independent Non-Executive Director)

The principal objectives of the Committee are as follows :-

Assist the Board in their responsibilities in nominating new nominees to the Board and to assess the performance of the Board, the Committees of the Board and the Directors of the Company on an on-going basis.
The Committee shall also perform such other functions assigned by the Board..

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Remuneration Committee

The Remuneration Committee currently comprises of three Independent Non-Executive Directors.

Chairman:	Taufiq Bin Abdul Khalid (Independent Non-Executive Director)
Members:	Rungit Singh A/L Jaswant Singh (Independent Non-Executive Director) Hew Thin Chay (Independent Non-Executive Director)

The principal objectives of the Committee are as follows:-

Assist the Board in adopting a transparent policy on remuneration of Directors and ensuring the suitability of the remuneration packages of Directors.
The Committee shall also perform such other functions assigned by the Board.

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Fit and Proper Policy

The Board of Directors (“Board”) of Avillion Berhad (the”Company”) and its subsidiaries (the “Group”) provide strategic leadership that influence the financial position and future direction of the Group. Directors are required to possess the competence, character, diligence, honesty, integrity and judgement to properly perform their duties, intandem with good corporate governance practices.