Palette

PALETTE MULTIMEDIA BERHAD (420056-K)

BOARD CHARTER

1. Introduction

This Board Charter has been adopted by the Board of Directors (“Board”) of Palette Multimedia Berhad (“Palette” or “Company”) which collectively leads and is responsible for the success of the Company and its subsidiaries (“PMB Group”) by providing entrepreneurial leadership and supervision as well as direction of the management. The Board is the ultimate decision making body.

2. Purpose

The Board Charter sets out the duties, responsibilities, functions and power of the Board and various Board Committees in accordance with the principles of good corporate governance as set out in the guidelines issued by the regulatory authorities.

3. Authority

The Board derives its authority to act from the Memorandum and Articles of Association (M&A) of the Company and the laws and regulations governing companies in Malaysia.

4. Board Structure

(a) Board Composition and Balance

The Articles of Association (“AA”) of the Company specifies that the number of Directors shall be at least two (2) and (unless otherwise determined by ordinary resolution) not more than ten (10).

At least two (2) or one-third (1/3), whichever is higher, of the Board members shall comprise of Independent Directors. The Independent Directors shall provide independent and objective judgment and mitigate risks arising from conflict of interest or undue influence from interested parties. The Independent Directors shall assist to ensure that the interests of all shareholders are taken nto consideration by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.

The Chairman of the Board shall be an Independent Director. However, where the Chairman is not an Independent Director, the Board shall comprise a majority of Independent Directors to ensure balance of power and authority on the Board.

The Board may appoint a Senior Independent Director to whom shareholders’ concerns can be conveyed.

The Board shall undertake an assessment of the independence of its Independent Directors on an annual basis to examine the level of independence of the Independent Director and to ensure the Independent Director can continue to bring independent and objective judgment to board deliberations.

The tenure of service of Independent Directors should not exceed a cumulativeterm of nine (9) years or upon reaching the age of 70 years, whichever is earlier. An Independent Director who has served the company for nine (9) years may, subject to the shareholders’ approval, continue to serve the Group in the capacity of Independent Director. In obtaining the shareholders’ approval, the Nomination Committee should conduct an assessment of the Independent Director(s) and recommend to the Board whether the Independent Director(s) should remain independent.

The Board shall consist of qualified individual with diverse experience,background, skill and knowledge to enable them to discharge their duties and responsibilities effectively. The Board shall assess and review its diversity, composition and size as a whole from time to time to ensure its appropriateness and effectiveness.

The Board shall at all times consider, promotes and welcomes diversity and gender mix in its composition and give due recognition to the financial, technical and business experience of the Directors.

(b) Appointment and Re-election of the Directors

(i) Appointment

The Board may exercise the power pursuant to the AA to appoint a person who is willing to act to be a Director either to fill a casual vacancy or as an additional Director upon due recommendation from the Nomination Committee.

(ii) Re-election and re-Appointment

The Director(s) appointed during the year is required to retire and seek election by shareholders at the following Annual General Meeting

(“AGM”) immediately after their appointment. As required in the AA, one-third (1/3) of the Directors shall retire by rotation and seek for re-election at each AGM and that each Director shall submit himself / herself for re-election every three years. The Managing Director shall be subject to retirement by rotation.

The Nomination Committee conducts an annual assessment on the performance of each Director. The results of the review of individual Directors together with the recommendation by the Nomination Committee will be taken into account by the Board in determining the assessment of the Directors and also on the re-appointment/re-election of Directors by shareholders under the annual re-election provisions.

Pursuant to Section 129 of the Companies Act, 1965, the Director(s) who is over the age of 70 years shall retire at every annual general meeting and may offer themselves for re-appointment to hold office until the next annual general meeting.

(iii) New Directorship

The Chairman of the Board and the Company Secretary shall be notified of any new directorship by any Board members. The notification shall include an indication of time that will be spent on the new appointment.

(iv) Director Training Requirement

The Board shall ensure compliance of Bursa Malaysia Mandatory Accredited Programme (“MAP”) for newly appointed directors and assess

further training programmes needs of the Directors on an on-going basis.

In addition to the MAP as required by the Bursa Malaysia Securities Berhad, the Directors shall continue to update their knowledge and

enhance their skill through appropriate continuing education programmes and life-long learning. This will enable Directors to effectively discharge duties and sustain active participation in the Board deliberation.

The Board shall assess the training requirement of the Directors from time to time and each of the directors is advisable to attend at least one

(1) workshop or seminar during a financial year.

Directors may request that training programmes on specific subjects be arranged in order to facilitate them in discharging their duties effectively.

(c) Annual Review of Directors

The Board shall undertake to review and evaluates its own performance on an annual basis to ensure Board effectiveness.

(d) Principal Duties and Responsibilities of the Board

The Board who oversees the business and affairs of the Company will assume the following responsibilities:-

 Reviewing, adopting and monitoring strategic plans for the Group to ensure that the Group’s goals are clearly established;

 Overseeing the conduct of the Company’s business;

 Identifying risks and assume active role in ensuring the implementation of appropriate systems to manage or mitigate these risks;

 Succession planning, including appointing, training, fixing the compensation of the key managements and to review the Succession

Policy from time to time;

 Ensuring measures and/or policies are in place to assess and oversee Management’s performance for strengthening the Group’s performance;

 Developing and implementing an investor relations programme or shareholder communications policy for the Group;

 Reviewing the adequacy and integrity of the Group’s internal control systems and management information systems, including system for

compliance with applicable laws, regulations, rules, directives and guidelines; and

 Establish various Board Committees and ensure their effectiveness to address specific issues, by considering recommendations of the various.Board Committees and acting on their reports.

(e) Power Delegated to Management

The Board delegates the day-to-day management of Palette’s business to the Board Executive Committee, but reserves for its consideration significant matters such as the following:

 Approval of financial results;

 Declaration of dividends;

 Risk appetite setting; and

 Credit policy

5. Role of the Board Committee

The Board may from time to time establish committees as it considers appropriate to assist in carrying out its duties and responsibilities. The Board delegates certain functions to the following committees to assist in the execution of its responsibilities:-

(i) Audit Committee;

(ii) Nomination Committee;

(iii) Remuneration Committee; and

(iv) Option Committee.

The above Committees shall operate within the roles and responsibilities as set out in the terms of reference of each Committee. The Committees are authorized by the Board to deal, deliberate and carry out the matters delegated to them within their terms of reference. The Chairman of the respective Committees shall report theoutcome of the Committee meeting to the Board accordingly and such reports or minutes will be included in the Board papers.

The terms of reference of the respective Board Committees are as attached to this Board Charter under the following Appendices:-

(i) Appendix I – Terms of Reference of the Audit Committee

(ii) Appendix II – Terms of Reference of the Nomination Committee

(iii) Appendix III – Terms of Reference of the Remuneration Committee

(iv) Appendix IV – Terms of Reference of the Option Committee

6. Board Process and Meeting Procedures

The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. A Director may at any time and the Secretary shall on his requisition summon a meeting of the Directors.

(a) Frequency

The Board shall schedule to meet at least four (4) times a year. However, additional meetings may be convened as and when deemed necessary as determined by the member of the Board.

(b) Notice

The Notice of Board Meeting together with Board Papers or such relevant materials should be delivered in advance to all Directors and the parties being invited to the Board Meeting for their review in order to facilitate meaningful deliberation during the meeting.

Pursuant to the AA, the quorum of the Board Meeting may be fixed by the Directors (as the case may be) and unless so fixed at any other number shall be two (2). However, a Director shall not be count in the quorum present at a meeting in relation to a resolution on which he/she is not entitled to vote.

(d) Attendance at Board Meeting

The office of a Director shall become vacant if a Director is absent from morethan 50% of the total Board Meeting held during a financial year.

Management is invited to attend Board and Committee Meeting to provide inputs as and when necessary.

(e) Voting

Question arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman of the meeting shall have a secondor casting vote. However, when two (2) Directors form a quorum, the Chairman of the meeting at which only such a quorum is present, or at which only two (2) Directors are competent to vote in the question at issue shall not have a casting vote.

(f) Minutes

The Board shall record its deliberation, in terms of the issues discussed, and the conclusions thereof in discharging its duties and responsibilities.

(g) Access to Information and Independent Professional Advice

All Directors have the same right of access to all information pertaining to the Company whether as a full or in their individual capacity, in furtherance of their duties and responsibilities as Directors in the Company. The Management should supply accurate and complete information to the Board in a timely manner to enable the Board to discharge its duties effectively.

All Directors should have access to the advice and services of the Company Secretary.

The Board collectively, and each Director individually, has the rights to seek independent professional advice at the Company’s expenses, subject to the approval by the Board.

7. Directors’ Remuneration

Remuneration Committee is responsible to recommend the remuneration packages for the Executive Director(s) taking into consideration of the individual performance, seniority, experience and scope of responsibilities that is sufficient to attract and retain the Directors needed to run the Company successfully.

The determination of remuneration packages of Non-Executive Directors should be a matter for the Board as a whole and the individual concerned should abstain from discussing their owing remuneration. Fees payable to the Non-Executive Directors shall be a fixed sum and shall not be payable by a commission on or percentage of profits or turnover.

The Board shall determine the remuneration packages taking into consideration the recommendations of the Remuneration Committee.

8. Roles of the Chairman

The role of the Chairman and the Managing Director/ Chief Executive Officer shall be distinct and separated to ensure a balance of power and authority.

The responsibilities of the Chairman should include leading the Board in the oversight of management, amongst others, includes the following roles and responsibilities:-

 Providing support and guidance to Senior Management Offices to assist and facilitate management succession planning;

 Grooming and mentoring Senior Management Offices to achieve consistently high levels of professionalism and excellent performance;

 Chairing the Board Executive Committee meetings;

 Providing leadership to the Board and is responsible for the developmental needs of the Board;

 Ensuring that guidelines and procedures are in place to govern the Board’s operation and conduct;

 Ensuring the smooth functioning of the Board and the Governance structure and inculcating positive culture in the Board;

 Ensuring that procedures and processes are in place to facilitate effective conduct of business by the Board;

 Chairing Board meetings and ensures the following:

 All relevant issues are on the agenda of Board meetings

 Board debates strategic and critical issues.

 Board receives the necessary management reports relating to the Company’s business on a timely basis

 All directors are able to participate openly in discussions at Board meetings

 Providing leadership to the Board and is responsible for the developmental needs of the Board

 Chairing general meetings of the Company and provide clarification on issues that may be raised by shareholders.

9. Roles of Managing Director/ Chief Executive Officer (“CEO”)

The Managing Director/ CEO shall focus on the business operation and day-to-day management of the Company. Amongst others, the responsibilities of the Managing Director/ CEO shall include the following:-

 Developing the business direction and strategies of the Company;

 Ensuring that the Company business strategies and policies are effectively implemented;

 Providing the direction for the implementation of short and long term business plans;

 Providing strong leadership ie. Effectively communicating a vision, management philosophy and business strategy to employees;

 Keeping the Board well informed of salient aspects and issues concerning the Company operations and ensuring that adequate management reports are submitted to Board members;

 Responsible for the effective management of the Company’s day-to-day operations;

 Ensuring that there are adequate systems and controls to safeguard the interests of the Company and all stakeholders.

10. Roles of Independent Non-Executive Directors

An Independent Director shall provide the independent judgment and opinions during Board Meeting. Amongst others, includes the following roles and responsibilities:-

 Providing independent and objective views (in the case of Non-Executive Directors who are Independent Non-Executive Directors), assessment and suggestions in deliberations of the Board;

 Ensuring effective check and balance in the proceedings of the Board;

 Mitigating any possible conflict of interest between the policy-making process and day-to-day management of the Company;

 Constructively challenging and contributing to the development of the business strategies and direction of the Company;

 Ensuring that there are adequate systems and controls to safeguard the interests of the Company and all stakeholders; Ensuring that the culture of accountability, transparency, integrity, professionalism and responsible conduct is consistently adhered to in the Company.

11. Company Secretary

The appointment or removal of Company Secretary or Secretaries shall be the prerogative of the Board as a whole. The Secretary or Secretaries appointed shall be suitably qualified under the Companies Act 1965 and be competent to provide support to the Board and Committees in carrying out the responsibilities and duties,such as ensuring Board procedures are followed and the applicable rules and

regulations are complied with and all matters associated with the Board and Committees are efficiently carried out.

12. Supply of Information

All the directors, including Independent Non-Executive Directors, are allowed to access to information concerning the Company or other external information as they may feel necessary. Board papers and reports which include the Group’s performance and major operational, financial and corporate information will be distributed to the Directors with sufficient time prior to Board meetings to enable Directors to obtain further explanation, where necessary, in order to be properly briefed before the meeting.

The Directors may obtain independent professional advice in furtherance of their duties, at the Company expenses, if necessary.

13. Internal Control and Risk Management

The Board is responsible to maintain a sound system of internal controls to safeguard shareholders’ investment and Group’s assets. The Board shall recognize that such system is structured to manage rather than eliminate possibility of encountering risk of failure to achieve corporate objective.

The Company outsourced its internal audit function to a consultancy firm which provides the Board with the level of assurance required on the adequacy and integrity of the system of internal control. The internal audit function adopts a risk-based approach and prepares its audit strategy and plan based on the updated risk profile of the Company.

The Audit Committee considers the report from the internal audit function and Management’s responses, before reporting and making recommendations to the Board in strengthening the risk management and internal control systems.

14. Financial Reporting

The Board is responsible to ensure that the financial statements are prepared in accordance with the Company Act, 1965 and the applicable approved accounting standards set by Malaysian Accounting Standard Board so as to present a balanced and fair assessment of the Group’s financial position and prospects. The Directors are also responsible for keeping proper accounting records, safeguarding the assets of the Company and taking reasonable steps to prevent and enable detection of fraud

and other irregularities.

15. Investor Relations and Shareholders Communication

The Board shall ensure the important information are disseminated to shareholders, stakeholders and the public at large through timely announcement of events, quarterly announcement of financial results to all shareholders in line with Bursa Malaysia objectives of ensuring transparency and good corporate governance. Additional information is available from the Company’s website [www.palettemm.com]. In addition, product information also available on the Company’s various websites.

16. Code of Ethics and Conducts

The Code of Ethics and Conducts shall be based on the following principles:-

- Conflicts of interests;

- Corporate opportunities;

- Protection of confidential information;

- Compliance with laws, rules and regulations;

- Trading on inside information;

- Compliance with this Code and reporting of any illegal or unethical behavior; and

- Waivers and amendments.

This Code of Ethics and Conducts is to be observed by all employees, officers and directors of the Group. The Board shall review the Code of Ethics and Conducts periodically to ensure it remains relevant and appropriate.

17. Corporate Social Responsibilities

The Board shall ensure the Company commits towards good corporate social responsibility participation especially the areas on the workplace, the community and the market place including the conduct of various training programmes for the human capital development, the commitment on time and effort in educating and developing the next work generation through the Palette Internship Program and to continue to invest in the R&D and places importance on innovation to enrich the quality of its product and services in ensuring customer satisfaction.

18. Review of Board Charter

The Board Charter will be reviewed periodically and updated in accordance with the needs of the Company and any new regulation that may have an impact on the discharge of the Board’s responsibilities.

This Charter shall be made available at the Company’s website at www.palettemm.com.

Appendix I

AUDIT COMMITTEE

TERMS OF REFERENCE

COMPOSITION

1. The Committee shall be appointed by the Board of Directors from amongst its members which fulfills the following requirements:

(a) shall comprise not less than 3 members;

(b) the majority shall be independent directors;

(d) at least one member:

(i) must be a member of the Malaysian Institute of Accountants; or

(ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience and:-

 he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or

 he must be a member of one of the association of accountants specified in Part II of 1st Schedule of the Accountants Act 1967; or

(iii) fulfils such other requirements as prescribed or approved by the Exchange.

2. Alternate Director shall not be appointed as a member of the Committee.

3. The Committee shall select a Chairman from among their members who is an Independent Non-Executive Director.

4. In the event of any vacancy in the audit committee resulting in the non-compliance of the above, the Board shall within three (3) months appoint new members as required to make up the minimum numbers.

RIGHTS OF THE AUDIT COMMITTEE

The Audit Committee shall in accordance with the procedure determined by the Board and at the cost of the Company:-

(a) have explicit authority to investigate any matter within its terms of reference;

(b) have the resources which are required to performs its duties;

(d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function;

(e) be able to obtain independent/external professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary; and

(f) be able to convene meetings with the external auditors excluding the attendance of the executive members of the Company, whenever deemed necessary.

DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the Audit Committee shall be:-

1) To review the following and report the same to the Board:-

(i) The audit plan before the audit commences, the evaluation of the system of internal controls and the audit report with the external auditors.

(ii) The appointment of the external auditor, the audit fee and any question of resignation or dismissal.

(iii) The assistance given by the employees of the Group to the external auditors.

(iv) The quarterly results and year end financial statements, prior to the approval by the Board, focusing particularly on:-

• changes in or implementation of major accounting policy;

• significant and unusual events; and

• compliance with accounting standards and other legal requirements.

(v) Problems and reservations arising from the interim and final audits, and any matter the auditor may wish to discuss (in the absence of management where necessary).

(vi) The external auditors’ management letter and management’s response.

2) To do the following, in relation to the internal audit function:-

(i) review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work;

(ii) review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function.

3) To review any related party transaction and conflict of interest situation that may arise within the Company and Group including any transaction, procedure or course of conduct that raises questions of management integrity.

4) To monitor the Group’s compliance with relevant laws, regulations and code of conduct.

5) To verify the allocation of options under the Employees Share Options Scheme.

MEETING

The Committee shall meet on at least four (4) occasions each year. Any member may at any time, and the head of group finance and the Company Secretary shall on the requisition of any of the members or the external auditors summon a meeting. The external auditors may request a meeting if they consider this necessary.

The quorum for a meeting shall be at least two (2) members provided that the majority number of members present must be independent directors.

Except in the case of any emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to any member entitled personally or by sending it via fax or through post or by courier or by email to such member to his registered address as appearing in the Register of Directors, as the case may be.

In addition to the Committee members, meetings would normally be attended by a representative of the external auditors, the financial controller and head of internal audit at the invitation of the Committee. Other Board members may also attend the Audit Committee meetings only at the Committee’s invitation.

The Committee should meet with the internal/external auditors without executive board members present at least twice a year. A resolution put to the vote of the meeting shall be decided on a show of hands. In the case of an equality of votes, the Chairman shall be entitled to a second or casting vote. The minutes of meetings shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and shall be circulated to the Committee and the Board.

The minutes of meetings shall be taken by the Company Secretary and be kept at the Company’s Registered Office.

Appendix II

NOMINATION COMMITTEE

TERMS OF REFERENCE

1. Composition

The members, including the Chairman, of the Nomination Committee shall be appointed by the Board. Its members shall comprise exclusively of non-executive directors, a majority of whom are independent and shall consist of not less than two (2) members.

The Chairman of the Nomination Committee shall be the Senior Independent Director identified by the Board.

2. Quorum of Meetings

A minimum of two (2) Nomination Committee members present in person shall constitute the quorum.

3. Frequency of Meetings

The Nomination Committee shall meet at least annually or at such other frequency as the Chairman may determine.

4. Others

Except in the case of any emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to the Nomination Committee personally or by sending it via fax or by email or through post or by courier.

Participants may be invited by the Nomination Committee from time to time to attend the meetings depending on the nature of the subject under review.

The Company Secretary or any other person whom the Nomination Committee deed fit shall act as the Secretary of the Committee and shall be responsible for sending out notices of meetings and preparing and keeping the minutes of meetings.

5. Functions of the Nomination Committee

The Nomination Committee should:-

a. Recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board after considering the candidates' -

- skills, knowledge, expertise and experience;

- professionalism;

- integrity; and

- in the case of candidates for the position of independent non-executive directors, to evaluate the candidates' ability to discharge such responsibilities/functions as expected from independent non-executive directors;

b. Consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and within the bounds of practicability, by any other senior executive or any director or shareholder;

c. Assess and recommend to the Board, directors to fill the seats on Board Committees.

d. Undertake an annual review of the required mix of skills, experience and diversity (including gender diversity) and other qualities of Directors, including core competencies which Non-Executive Directors should bring to the Board and to disclose this forthwith in every Annual Report;

e.Assist the Board to introduce a criteria and to formulate and implement a procedure to be carried out by the Nomination Committee

annually for assessing the effectiveness of the Board as a whole, the Board Committees and for assessing the contributions of each individual Director;

f. To ensure that the Directors to retire by rotation to be in accordance with the Articles of Association of the Company;

g. To ensure that the process carried out in the evaluation and assessment be properly documented.

h. To conduct assessment of the independent directors who have served the Board for a period of nine (9) years and above and to recommend to the Board whether the independent director should remain independent or be re-designated.

i. To review the induction and training needs of Directors.

j. To report to the Board on Board and key management succession planning.

6. Variation

The above Terms of Reference may be determined and/or varied by the Company's Board of Directors at any time and from time to time.

Appendix III

REMUNERATION COMMITTEE

TERMS OF REFERENCE

1. Composition

The members, including the Chairman, of the Remuneration Committee shall be appointed by the Board. Its members shall comprise exclusively or majority of non-executive Directors and shall consist of not less than 2 members.

2. Quorum of Meetings

A minimum of two (2) Remuneration Committee members present in person shall constitute the quorum.

3. Frequency of Meetings

The Remuneration Committee shall meet at least annually or at such other frequency as the Chairman may determine.

4. Others

Except in the case of any emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to the Remuneration Committee personally or by sending it via fax or by email or through post or by courier.

Participants may be invited by the Remuneration Committee from time to time to attend the meetings depending on the nature of the subject under review.

The Company Secretary or any other person whom the Remuneration Committee deem fit shall act as the Secretary of the Committee and shall be responsible for sending out notices of meetings and preparing and keeping the minutes of meetings.

5. Functions of the Remuneration Committee

The Remuneration Committee should:-

a. Establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of individual directors;

b. To structure the component parts of the Executive Directors' remuneration so as to link rewards to corporate and individual performance; whereas, in the case of Non-Executive Directors, the level of remuneration should reflect the experience and level of responsibilities

undertaken by the particular Non-Executive Director concerned;

c. Ensure the levels of remuneration are sufficient to attract and retain the directors needed to run the Company successfully. The determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman is a matter for the Board as a whole. The individuals concerned shall abstain from discussion of their own remuneration.

6. Variation

The above Terms of Reference may be determined and/or varied by the Company's Board of Directors at any time and from time to time.

Appendix IV

OPTION COMMITTEE

TERMS OF REFERENCE

1. Composition

The members, including the Chairman, of the Option Committee shall be appointed by the Board. Its members shall consist of not less than 2 members.

2. Quorum of Meetings

A minimum of two (2) Option Committee members present in person shall constitute the quorum.

3. Frequency of Meetings

The Option Committee shall meet at least annually or at such other frequency as the Chairman may determine.

4. Others

Except in the case of any emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to the Option Committee personally or by sending it via fax or by email or through post or by courier.

Participants may be invited by the Option Committee from time to time to attend the meetings depending on the nature of the subject under review.

The Company Secretary or any other person whom the Option Committee deed fit shall act as the Secretary of the Committee and shall be responsible for sending out notices of meetings and preparing and keeping the minutes of meetings.

5. Functions of the Option Committee

The Option Committee should:-

a. assist the Board of Directors in discharging its responsibilities relating to the implementation of the ESOS in accordance with the relevant laws and regulations including the By-Law;

b. carry out functions relating to the Scheme assigned by the Board of the Company.

6. Variation

The above Terms of Reference may be determined and/or varied by the Company's Board of Directors at any time and from time to time.