This Board Charter sets out general guiding principles of corporate governance to assist the Board of Directors of Pesona Metro Holdings Berhad (“PMHB”). The Board must act according to its obligations under the specific circumstances it faces; therefore, occasions may arise where it is appropriate for the Board to act differently than set out in this Charter. However, the Board is guided by the core principles of transparency, accountability, integrity and effective performance in all its dealings, which are ultimately driven by the quest to increase shareholder value and harness investor interest. It is with the aim of enshrining the Principles and Recommendations of corporate governance as promulgated by the Malaysian Code on Corporate Governance 2012 (the “Code”), relevant chapters of the Listing Requirements of Bursa Malaysia Securities Berhad that this Board Charter (the “Charter”) is established.

Whilst the Charter serves as a reference point for the activities of the Board of Directors (the “Board”) and its Committee, it should not be construed as a blueprint for Board operations. Just as each organisation has its own corporate culture, the dynamics of the Board are unique. The dynamics may shift as the composition of the Board changes, and Directors of the Company should always be open to new opportunities and ready to confront new challenges brought about by the changes.

This Charter is designed to provide guidance and clarity for Directors and Management with regard to the role of the Board and its Committee, the requirements of Directors in carrying out their stewardship role and in discharging their fiduciary duties towards the Company as well as the Board’s operating practices.

This document is under the custody of the Company Secretary and shall be reviewed at least once every three (3) years for updates, where relevant.

In no way is the use of “he,” “his,” and “him” meant to trivialize the role of women. For simplification, male terms (e.g. “he” and “him”) appear throughout the Charter and the reader is welcome to substitute “she” for “he,” “hers” for “his,” and “her for “him” when gender can be implied.