Governance Manual

The Board of Directors of Top Glove Corporation Bhd ("Top Glove” or "the Company”) ("the Board”) remains committed to embrace across organisation high standards of corporate governance and integrity whilst pursuing its corporate objectives in creating long-term shareholders’ value and competitiveness. The Board is always mindful on the importance of governance and acknowledges to continue delivering sustainable performance and instilling best corporate governance practices in building a sustainable business.

Top Glove continues to be the selected constituents of the FTSE4Good Bursa Malaysia Index ("F4GBM”). Top Glove is included in the F4GBM Index since December 2015, having demonstrated a leading approach in addressing Environmental, Social and Governance (ESG) risks, in accordance to globally recognized standards. The aforesaid achievement reflects greater recognition of and better adherence to higher sustainability disclosure.

Top Glove is also one of the component stocks of the MSCI Global Standard Index, FBM Mid 70 Index, FBM Top 100 Index, FBM EMAS Syariah Index and FBM Hijrah Shariah Index.

Click to view Corporate Governance Overview Statement and Corporate Governance Report.

The Board is committed to establish and maintain a sound, effective and efficient system of risk management and internal control to safeguard shareholders’ investment and the Group’s asset. There is an ongoing review process undertaken by the Board to ensure adequacy and integrity of the system mentioned.

The system of risk management and internal control is designed to identify and manage the Group’s risk within the acceptable risk tolerance, rather than to eliminate the risk of failure in achieving the Group’s corporate objective in accordance with the Group’s strategy. Accordingly, it can only provide reasonable assurance but not absolute assurance against material misstatement, financial loss or fraud.

Click to view Statement on Risk Management and Internal Control 2019.

The Board Audit Committee ("BAC”) of Top Glove Corporation Bhd is pleased to present the BAC Report for the financial year ended 31 August 2018 ("FY2018”).

Click to view Board Audit Committee Report 2019.

The Board of Directors is accountable and responsible for the performance and affairs of the Company, including practising a high level of good governance. All Board members are expected to show good stewardship and act in a professional manner, as well as upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.

Click to view Board Charter.

Internal Audit’s role is to assist the Board, Audit Committee and Management in the effective discharge of their responsibilities in establishing cost-effective controls, assessing risks, recommending measures to mitigate those risks and assuring proper control and governance process.

Click to view Internal Audit Charter.

The Board Audit Committee’s Terms of References outline the objectives, duties and responsibilities and parameters within which the authority is delegated to the Committee.

Click to view Board Audit Committee TOR.

The Board Nomination and Remuneration Committee’s Terms of References outline the objectives, duties and responsibilities and parameters within which the authority is delegated to the Committee.

Click to view Board Nomination and Remuneration Committee TOR.

The Board Risk Management Committee’s Terms of References outline the objectives, duties and responsibilities and parameters within which the authority is delegated to the Committee.

Click to view Board Risk Management Committee TOR.

The Investment Committee’s Terms of References outline the objectives, duties and responsibilities and parameters within which the authority is delegated to the Committee.

Click to view Board Investment Committee TOR.

The Board Sustainability Committee’s Terms of References outline the objectives, duties and responsibilities and parameters within which the authority is delegated to the Committee.

Click to view Board Sustainability Committee TOR.

The Company's Constitution outlines the objects, capacity, rights, powers and privileges of the Company and the rules and regulations governing the conduct of its business.

Click to view Company's Constitution.

The Company has adopted the following Code of Conduct and Ethics ("Code”) for Directors to reflect the underlying values and commitment to lay standardsof trust, integrity, responsibility, excellence, commitment, dedication, diligence, ethics and professionalism contributing towards the social and environmental growth of the surroundings in which Top Glove Group operates.

Embracing ethical culture in an organisation is fundamental in preservation of the Company’s reputation and thereby increases the confidence of stakeholders.

Directors are to adhere to, comply with and uphold the provisions of the code in carrying out their day-to-day functions.

Click to view Directors' Code of Conduct and Ethics.

The Company has adopted the following Employee Code of Conduct ("Code”) for employees to reflect the underlying values and commitment and dedication, diligence and professionalism contributing towards the social and environmental growth of the surroundings in which Top Glove operates.

The Company’s professionalism, honesty and integrity must at all times be upheld in the Company’s business dealings with:

1. customers;
2. vendors;
3. suppliers and contractors;
4. government and regulators;
5. investors;
6. the business community as a whole; and
7. in the relationship of its own employee.

Click to view Employees' Code of Conduct.

A Succession Planning Policy is developed to ensure the stability and accountability of the organization by preparing for an eventual permanent change in leadership, either planned or unplanned, so as to ensure continuity support in operation and service when the Executive Chairman, Senior Management or key business leader leave their positions.

Click to view Succession Planning Policy.

As a public listed company, Top Glove Corporation Berhad and its subsidiaries are committed to provide accurate, timely, consistent and fair disclosure of corporate information to enable informed and orderly market decision by investors. This information is directed to a diverse audience of shareholders, stakeholders and the public generally.

Click to view Corporate Disclosure Policy.

The Board Diversity Policy aims to set out the principles of Top Glove to maintain a Board with a diversity of directors.

Click to view Board Diversity Policy.

The External Auditors Assessment Policy outline the guidelines and procedures for the Committee to assess and review the External Auditors.

Click to view External Auditors Assessment Policy.

The Remuneration Policy was adopted (i) to ensure that the Non-Executive Directors are commensurate according to their level of responsibilities and experience; (ii) to structure the component parts of remuneration so as to link rewards to corporate and individual performance of Executive Directors and (iii) to also ensure it was aligned with the business strategy and long-term objectives of the Company.

Click to view Remuneration Policy.

This policy outlines the framework and the processes for purposes of identifying, monitoring, evaluating, reporting and approving the related party transactions ("RPTs") and recurrent related party transactions ("RRPTs"). It also serves as a guide to the Board Audit Committee and Board of Directors of Top Glove in discharging its role, which is to provide oversight over RPTs and RRPTs within the Top Glove Group.

Click to view Related Party Transactions Policy.

The length of service of an independent director is increasingly being recognised as a key element in the review of a director’s independence. Tenure is also increasingly regarded as a potential indicator of entrenchment and thus, the need for Board refreshment. This policy formalizes a practice we have been following for some time and sets out the tenure for Independent Directors to ensure the Board is at all times operating in an effective manner so as to best promote the interests of the Company and its shareholders.

Click to view Independent Director Tenure Policy.

Top Glove Corporation Bhd is committed to ensure all the Directors have access to learning, development and training opportunities to better equip them with skills and knowledge required to fulfil their fiduciary duties and carry out their roles and responsibilities.

Click to view Training Policy for Directors

This Board Effectiveness Evaluation Framework aims to provide vital tool for Directors to:

1. Structure a high-performing Board by reviewing and improving Board performance.
2. Reveal gaps in Board composition.
3. Improve Board alignment around key issues.
4. Provide fresh perspectives on the Board’s and Management’s functioning.
5. Establish proper guidelines for the Board to enhance the effectiveness of their interactions, particularly through strengthening Board practices and processes.

Click to view Board Effectiveness Evaluation Framework

Senior Independent Non-Executive Director

Dato' Lim Han Boon

Postal Address:
Level 21, Top Glove Tower,
16, Persiaran Setia Dagang,
Setia Alam, Seksyen U13,
40170 Shah Alam, Selangor

Email Address:
[email protected]

Responsibilities:

• Serve as a designated contact for consultation and direct communication with shareholders on areas that cannot be resolved through normal channels of contact with the Chairman;
• Serve as the principal conduit between the Independent Non-Executive Directors ("INEDs”) and the Chairman on sensitive issues;
• Ensure all INEDs have the opportunity to provide input on agenda, and advise the Chairman on quality, quantity and timeliness of the information submitted by the management that is necessary or appropriate for the INEDs to perform their duties effectively;
• Consult Chairman regarding Board meeting schedules to ensure INEDs can perform their duties responsibly and with sufficient time for discussion of all agenda items; and
• Chair meetings of the Board or Non-Executive Directors, in the absence of the Chairman.