Corporate Governance

Corporate Governance Statement

The Board of Directors ("Board") of Avillion Berhad ("AB" or "the Company") is committed to uphold the high standards of corporate governance throughout AB and its subsidiaries ("the Group") with the ultimate objective of realising long-term shareholder value while taking into account the interest of other stakeholders. This Corporate Governance Overview Statement sets out the extent to which the Company has applied the practices encapsulated in the Principles of the Malaysian Code on Corporate Governance ("MCCG") except where stated otherwise.

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Director Code of Conduct

This Code of Conduct and Ethics (“Code”) is adopted by the Board of Directors to attain best corporate governance practices and compliance with legislation governing Directors’ duties in discharging their duties to achieve corporate objectives.

It is important to establish a standard of competence for corporate accountability which includes standards of professionalism and trustworthiness in order to uphold good corporate integrity.his Code is in addition to the Board Charter, which has been adopted by the Board of Directors of Avillion Berhad on 8 June 2018.

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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 two Independent Non-Executive Directors and one Non-Independent Non-Executive Director.

Chairman:	Onn Kien Hoe (Independent Non-Executive Director)
Members:	Tan Sri Dato' Sri Dr. Samsudin Bin Hitam (Independent Non-Executive Director) Dato' Faisal Zelman Bin Abdul Malik (Non-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 two Independent Non-Executive Directors and one Non-Independent Non-Executive Director.

Chairman:	Tan Sri Dato' Sri Dr. Samsudin Bin Hitam (Independent Non-Executive Director)
Members:	Onn Kien Hoe (Independent Non-Executive Director) Dato' Faisal Zelman Bin Abdul Malik (Non-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 two Independent Non-Executive Directors and one Non-Independent Non-Executive Director.

Chairman:	Dato' Faisal Zelman Bin Abdul Malik (Non-Independent Non-Executive Director)
Members:	Tan Sri Dato' Sri Dr. Samsudin Bin Hitam (Independent Non-Executive Director) Onn Kien Hoe (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.