Investor Briefing Directors' Profile Corporate Governance Vision & Mission

Corporate Governance   The Board is committed to achieving and maintaining high standards of corporate governance and effective application of the principles and best practices set out in the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) throughout the Group as a fundamental part of discharging its responsibilities to enhance long-term shareholders’ value and investors’ interest. Pursuant to Rule 15.25 of Bursa Malaysia Securities Berhad ACE Market Listing Requirements (“AMLR”), the Board is pleased to outline below the manner in which the Group has applied the Principles and Recommendations of Corporate Governance set out in the MCCG 2012. The Board of Directors supports the 8 principles and 26 recommendations stated in MCCG 2012 in promoting best corporate governance through structures, systems, processes in self-promoting good practices and development of a corporate governance culture and environment. The Board of Directors will continue the existing corporate governance practices and will undertake appropriate action in promoting the principles and recommendations of the MCCG 2012 into the existing Corporate Governance framework. The Board is pleased to report below on the extent to which the principles and best practices of the MCCG 2012 were applied throughout the financial year ended 31 December 2016. 1. Establish Clear Roles and Responsibilities 1.1 Clear Functions of the Board and Management The Group recognises the important role played by the Board in the stewardship of the Group’s direction and operations, and ultimately, the enhancement of long-term shareholders’ value. To fulfill this role, the Board is responsible for the overall corporate governance of the Group, including its strategic direction, establishing goals for management and monitoring the achievement of these goals. Management is primarily responsible for implementing the plans chartered out and the day to day management of the Group, with clear authority delegated by the Board. The Board has set the approved authority limit for Directors and Management on annual basis. The last reviewed approved authority limit was on 26 May 2016. 1.2 Board’s Roles and Responsibilities The Board’s roles and responsibilities are as follows: a. Oversee and set the strategic direction of the Group and to ensure the Group operates efficiently and sustains continuous growth. b. Overseeing the conduct of the Group’s business to ensure the business is properly managed in conformity with ethical values, integrity, fairness, trust and high performance. c. Identify the business risks and established an appropriate system to reduce and minimize the risks that affects the performance of the Group and the interest of the stakeholders. d. Ensuring an appropriate succession plan is in place including the appointment, training and fixing compensation of and where appropriate for the Board, Managing Director and the Management of the Company. e. Developing and implementing an investor relations programme that creates better communication between the Company and shareholders as well as other stakeholders. f. Reviewing the adequacy and the integrity of the Group’s internal control system and information system, including system for compliance with applicable laws, regulations, rules, directives and guidelines. 1.3 Formalised Ethical Standards Through Code of Conduct The Group has in place code of ethics for Directors and employees which is based on four elements, which are sincerity, integrity, responsibility and corporate responsibility. In the performance of the directors’ duties, the Board should at all times observe the following codes: a. Should have a clear understanding of the aims and purpose, capabilities and capacity of the Group; b. Should devote time and effort to attend meetings and to know what is required of the Board and each of its Directors, and to discharge those functions; c. Should ensure at all times that the Group is properly managed and effectively controlled; d. Should stay abreast of the affairs of the Group and be kept informed of the Group’s compliance with the relevant legislation and contractual requirements; e. Should insist on being kept informed on all matters of importance to the Group in order to be effective in corporate management; f. Should have access to the advice and services of the Company Secretary, who is responsible to the Board to ensure proper procedures, rules and regulations are complied with; g. Should at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the Group; h. Should disclose immediately all contractual interests whether directly or indirectly with the Group; i. Should neither divert to his own advantage any business opportunity that the Group is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others; j. Should at all times act with utmost good faith towards the Group in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his duties; k. Should be conscious of the interest of shareholders, employees, creditors and customers of the Group; l. Should at all times promote professionalism and improve the competency of management and employees; m. Should ensure adequate safety measures and provide proper protection to workers and employees at the workplace; and n. Should ensure the effective use of natural resources, and improve quality of life by promoting corporate social responsibilities. 1.4 Strategies Promoting Sustainability The Board of Directors exercises annual reviews of the strategic directions of the Group, by making necessary assessment on the sustainability of the Group’s strategic directions, with due consideration over the progress of the long term and short term plan, changes in business and political environment, level of competition, update in risk factors and any other factors which could affect the sustainability of the Group’s strategic directions. 1.5 Access to Information and Advice The Directors whether as full Board or in their individual capacity, have full and unrestricted access to all information within the Group and direct access to the advice and services of the Company Secretary who is responsible for ensuring that Board meeting procedures are followed and that applicable rules and regulations are complied with. At each meeting of the Board, the Company Secretary appraises the Board on the Group’s compliance obligations and highlights non-compliances with legal, regulatory and statutory rules and guidelines, if any. The Directors are also regularly updated and advised on new regulations, guidelines or directive issued by Bursa Securities, Securities Commission of Malaysia and other relevant regulatory authorities. The Board also avails itself of independent professional advice as and when necessary in furtherance of their duties, at the Group’s expense. Additionally, the Board invites the senior management to brief the Board from time to time on matters being deliberated as they are able to help bring insight into these matters. The agenda for Board meeting and the relevant reports and information for the Board’s review and approval are forwarded to all members minimum one (1) week prior to the Board meetings. 1.6 Qualified and Competent Company Secretaries The Board is satisfied with the performance and support rendered by the Company Secretary to the Board in the discharge of its functions. The Company Secretary ensures that all Board meetings are properly convened, and that accurate and proper records of the proceedings and resolutions passed are recorded and maintained in the statutory register of the Group. The Company Secretary also keeps abreast of the evolving capital market environment, regulatory changes and developments in Corporate Governance through continuous training. 1.7 Board Charter The Board is guided by a Charter which was adopted on 27 August 2013. The Board Charter sets out the principal roles of the Board, the functions, roles and responsibilities of the Board and its various committees. The Board Charter would act as a source reference and primary induction literature, provide insights to prospective Board members as well as assist the Board in the assessment of its own performance and that of its individual Directors. The Board Charter will be reviewed periodically and updated in accordance with the needs of the Group and any new regulations. The Board Charter is accessible through the company’s website at http://www.peterlabs.com.my. 2. Strengthen Composition 2.1 Nomination Committee The Nomination Committee (“NC”) is to identify, assess and recommend new nominees to the Board and Board Committees. The NC assists the Board in reviewing the Board’s required mix of expertise, skill, experiences, qualifications and to assess the effectiveness of the Board as a whole, the Board Committees and the contribution of each individual Director. The Committee met on two (2) occasions in the financial year 2016. The Board delegates specific responsibilities to the respective Committees of the Board namely the Audit Committee, Nomination Committee and Remuneration Committee in order to enhance business and corporate efficiency and effectiveness. The Chairman of the respective Committees will brief the Board on the matters discussed at the Committee meetings and minutes of these meetings are circulated to the full Board. The Board has established a Nomination Committee, consisting of three (3) Directors who are Independent Non-Executive Directors of the Group as follows: Name Designation Directorship Azman bin Abdul Jalil Chairman Independent Non-Executive Director Dr. Vijaya Raghavan a/l M P Nair Member Independent Non-Executive Director Dato’ Hon Choon Kim Member Independent Non-Executive Chairman This Committee is responsible for making recommendations on the appointment of any new Directors. New appointees will be considered and evaluated by the Board and the Company Secretary will ensure that all appointments are properly made, and that legal and regulatory obligations are met. The Nomination Committee also annually reviews the effectiveness of the Board as a whole, its committees and the contribution of each individual Director, as well as the Managing Director. The Nomination Committee will ensure that all assessments and evaluations carried out are properly documented and filed. In accordance with the Company’s Articles of Association, one-third (1/3) of the Directors, shall retire from office, at least once in three (3) years. The retiring Directors can offer themselves for re-election. The Directors who are appointed by the Board during the financial year are subject to re-election by shareholders at the next Annual General Meeting held following their appointments. Directors over seventy (70) years of age are required to submit themselves for re-appointment annually in accordance with section 129(6) of the Companies Act, 1965. The election of each Director is voted on separately. To assist shareholders in their decision, sufficient information such as personal profile, meetings attendance and the shareholdings in the Group of each Director standing for election are furnished. The term of reference for Nomination committee was adopted on 29 November 2016 and is accessible through the Group’s website at http://www.peterlabs.com.my. 2.2 Recruitment Process, Annual Assessment and Gender Diversity Policy Recruitment Process The Board believes in a right composition of Board members with balance of qualifications, skills, experiences and diversity among its Board members. As defined as one of the function of the NC, NC is periodically reviewing and making recommendation to the Board on Board composition matters and recommendations, which includes identification and selection of high caliber candidates who will be able to meet the present and future needs of the company. For the year under review, the Board is satisfied with its current mix of qualification, skills, experiences, expertise and strength, in discharging its duties effectively. Annual Assessment The NC will also be responsible in undertaking an annual evaluation of Directors, Board Committees as well as the Board performance as a whole. Such evaluation will be used as a tool to evaluate the strength, to identify the gaps or areas for improvement which would give rise to the requirement for new recruitments of board members, if necessary. The Board annual evaluation process is being conducted by cross evaluation among the Board members, of which the criteria of evaluation are predetermined as below: a. Board Structure; b. Board operation and communication; c. Board roles and responsibilities; d. Undertaking of roles and assignments; e. Mix of roles and knowledge; f. Commitment of members; and g. Depth of contribution. In carrying out the annual review on 25 February 2016, the NC is satisfied that the size of the Board is optimum and that there is appropriate mix of knowledge, skills, attributes and core competencies in the composition of the Board. All assessments and evaluations carried out by the NC in the discharge of all its functions were properly documented. The results of the evaluation are compiled into a report to be deliberated by both NC and the Board. Gender Diversity Policy The Board acknowledges the importance of boardroom diversity and is supportive of the recommendation of MCCG 2012 to the establishment of boardroom and workforce gender diversity policy. The Board currently has one female director who has been appointed on 01 March 2016 which the Board is of the view, is in line with the gender diversity recommended by MCCG 2012. The Group does not adopt any formal gender diversity policy in the selection of new Board candidates and does not have specific policies on setting target for female candidates in the workforce. The evaluation of the suitability of candidates as the new Board member or as a member of the workforce is solely based on the candidates’ competency, skills, character, time commitment, knowledge, experience and other qualities in meeting the needs of the Group, regardless of gender. The Group is an equal opportunity employer and does not practice discrimination of any form, whether based on age, gender, race and religion, throughout the organization. 2.3 Remuneration Policies In compliance with the MCCG 2012, the Board has established a Remuneration Committee, consisting of two (2) Independent Non-Executive Directors and one (1) Executive Director as follows: Name Designation Directorship Dr. Vijaya Raghavan a/l M P Nair Chairman Independent Non-Executive Director Dato’ Hon Choon Kim Member Independent Non-Executive Chairman Mr. Teo Chin Heng Member Executive Directors The remuneration of the Executive Directors is structured so as to link rewards to corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration reflects the experience, expertise and level of responsibility undertaken by the particular Non-Executive Director concerned. The Board as a whole determines the remuneration of Non-Executive Directors, and each individual Director abstains from the Board decision on his own remuneration. The details of the remuneration of the Directors of the Group for the financial year under review are as follows: The aggregate remuneration of the Directors categorised into appropriate components are as follows: Basic Salary & other Emoluments RM'000 Fees RM'000 Bonuses RM'000 EPF(Employer) RM'000 Total RM'000 Executive Directors 932 - 294 137 1,363 Non-Executive Directors - 114 - 114 96 Total 932 114 294 137 1,477 The numbers of Directors whose total remuneration falls within the following bands is set out as follows: Number of Directors Band of Remuneration Executive Non-Executive Less than RM50,000 - 4 RM50,001 to RM100,000 - - RM100,001 to RM150,000 - - RM150,001 to RM200,000 - - RM200,001 to RM250,000 - - RM250,001 to RM300,000 - - RM300,001 to RM350,000 3 - RM350,001 to RM400,000 1 - The Disclosure of directors’ remuneration is made in accordance with Appendix 9C, item 12 of the Bursa Securities, AMLR. This method of disclosure represents a deviation from the Best Practices set out in the MCCG 2012, which suggests separate disclosure of each director’s remuneration. The Board of Directors is of the opinion that separate disclosure will impinge upon the directors’ right of privacy and would not add value significantly to the understanding of shareholders and other interested investors in this area. 3. Reinforce Independence 3.1 Assessment of Independence Annually The Board strives on the independency of the non-executive directors, who shall have the ability to exercise their duties and make decisions which are in the best interests of the shareholders, unfettered by any business or other relationship with the executive directors, ownership and any other interest in the operation of the company. The Board conducts annual reviews on the independence of each and every of the Directors, in addition to the responsibility of each Director in making immediate declaration over their interest and independency to the Board at any time during his tenure of service. The Company currently has four (4) independent non-executive directors, who fulfill the criteria of “Independence” as prescribed under Rule 1.01 of the AMLR. 3.2 Tenure of Independent Directors The Board has adopted the recommendation of MCCG 2012 that the tenure of an independent director should not exceed a cumulative term of nine (9) years. Upon the completion of the nine (9) years, an independent director may continue to serve on the Board subject to the director’s re-designation as non-independent director or to obtain shareholders’ approval in the event it retains as an independent. 3.3 Shareholders’ Approval for the Re-appointment of Independent For the year under review, none of the current independent Board members had served the Company for more than nine (9) years cumulatively. However, if the tenure of the independent director exceeds nine (9) years, the said Board member would be re-designated as a non-independent director after the said nine (9) years of service. In the event that the said Board member is being retained as an independent director, he/she is to be officially re- elected by the shareholders at the general meeting. 3.4 Separate Positions of the Chairman and Managing Director There is a clear division of responsibility between the Chairman and the Managing Director to ensure that there is a balance of power and authority. The roles of the Chairman and the Managing Director are separated and clearly defined. The Chairman is responsible for ensuing Board effectiveness and conduct whilst the Managing Director has overall responsibilities over the Group’s operating units, organisational effectiveness and implementation of Board policies and decisions. The Chairman of the Board is an Independent Director which the Group has adopted best practices recommended in the MCCG 2012. 3.5 Composition of the Board and Gender Diversity The current Board has eight (8) members comprising one (1) Independent Non-Executive Chairman, one (1) Managing Director, three (3) Executive Directors and three (3) Independent Non-Executive Directors, which is in compliance with Rule 15.02(1) of the AMLR. One of the Board members is a female Executive Director through internal promotion. Although presently there is no gender diversity policy, the Board will strive to maintain the female composition of the Board in line with the recommendation of the MCCG 2012 in recognition of the contribution that women can bring to the Board and the Group. The Board comprises professionals drawn from various backgrounds, bringing in-depth and diversity in experience, expertise and perspectives to the Group’s business operations. The Board is satisfied that the current Board composition facilitate effective decision making and independent judgment where no individual shall dominate the Board’s decision making. The profiles of the members of the Board are set out in this Annual Report on pages 6 to 8. 4. Foster Commitment 4.1 Commitment of the Board Members The Board meets regularly on a quarterly basis and as and when required. During the financial year under review, the Board held five (5) meetings. A summary of the attendance of each Director at the Board meetings held during the financial year are as follows: Name of Directors Meetings Attended Percentage of Attendance (%) Dato’ Hon Choon Kim 5/5 100 Lim Tong Seng 5/5 100 Teo Chin Heng 5/5 100 Lau Yeng Khuan 5/5 100 Yap Siaw Peng 4/4 100 Prof. Dr. Paul Cheng Chai Liou 5/5 100 Dr. Vijaya Raghavan a/l M P Nair 5/5 100 Azman bin Abdul Jalil 5/5 100 All the Directors have complied with the minimum attendance at Board meetings of at least 50% attendance as stipulated by the AMLR during the financial year. The notices of meetings and board papers are distributed to the Directors prior to Board meetings to provide Directors with sufficient time to deliberate on issues to be raised at the Board meetings. All proceedings and resolution passed at each meeting are properly minuted and filed by Company Secretary. To facilitate the Directors’ time planning, an annual meeting calendar is prepared and circulated to them before the beginning of every year for their individual schedule planning. The Directors are required to submit and update on their other directorships and shareholdings to the Company Secretary whenever there is a change. The Board is satisfied with the level of time commitment given by the Directors towards fulfilling the roles and responsibilities which is evident by the satisfactory attendance record of the Directors at Board meetings. It is the Board’s policy for Directors to notify the Chairman before accepting any new directorship notwithstanding that the AMLR allow a Director to sit on the board of five listed issuers. Such notification is expected to include an indication of time that will be spent on the new appointment. 4.2 Directors’ Training All members of the Board have attended the Mandatory Accreditation Programme as prescribed by the AMLR. The Directors are also encouraged to attend any relevant training programme to further enhance their knowledge to enable them to discharge their responsibilities more effectively. List of training attended by the Directors during the financial year are as follows: SEMINAR DATE ORGANISER ATTENDEE(S) Customs Tax Incentives (Exemption) Under Section 14.2, Customs Act 1967 Plus The Latest GST Rules On This Specific Group Of Manufacturers 23 February 2016 Federation of Malaysian Manufacturers Ms. Yap Siaw Peng National Tax Conference 2016 09 - 10 August 2016 Chartered Tax Institute Of Malaysia & Inland Revenue Board Of Malaysia Prof. Dr. Paul Cheng Chai Liou Seminar On Embracing China : How To Export Effectively To China 18 August 2016 Malaysia External Trade Development Corporation (MATRADE) Mr. Lim Tong Seng Ms. Yap Siaw Peng After A Project Is Selected, How Do We Finance It? 23 August 2016 Paul Cheng & Co. Chartered Accountants (Malaysia) Dato’ Hon Choon Kim Dr. Vijaya Raghavan a/l M P Nair En. Azman bin Abdul Jalil Mr. Lim Tong Seng Mr. Teo Chin Heng Mr. Lau Yeng Khuan Ms. Yap Siaw Peng Advocacy Sessions On Management Discussion & Analysis For Chief Executive Officers And Chief Financial Officers 09 September 2016 Bursa Malaysia Berhad Ms. Yap Siaw Peng Seminar National Tax 2016 27 October 2016 Inland Revenue Board Of Malaysia Prof. Dr. Paul Cheng Chai Liou How Budget 2017 May Affect Your Business And Tax Planning 02 - 03 November 2016 YYC Tax Consultants Sdn Bhd Ms. Yap Siaw Peng Elective Program: Mandatory Accreditation Programme 07 – 08 November 2016 The Iclif Leadership and Governance Centre Mr. Lim Tong Seng Ms. Yap Siaw Peng Amendments To Bursa Malaysia’s Listing Requirements - With Latest Cases On Directors Duties 16 November 2016 Busatra Sdn Bhd Dato’ Hon Choon Kim 5. Uphold Integrity in Financial Reporting 5.1 Compliance with Applicable Financial Reporting Standards The Board takes the responsibility for presenting a clear, balanced and comprehensive assessment of the Group’s position and prospects in its presentation of the annual financial statements and quarterly announcements of its results. The Board is responsible for keeping proper maintenance of accounting records of the Group and that the financial reporting and disclosure are clearly completed to the highest standards. The Audit Committee assists the Board by reviewing the information to be disclosed, to ensure completeness, accuracy and adequacy and recommends the same for consideration and approval by the Board. 5.2 Assessment of Suitability and Independence of External Auditors The Board has established a transparent relationship with the external auditors through the Audit Committee, which has been accorded the authority to communicate directly with the external auditors. The external auditors in turn are able to highlight matters requiring the attention of the Board effectively to the Audit Committee in terms of compliance with the accounting standards and other related regulatory requirements. The Audit Committee has met the External Auditors separately without the presence of Executive Directors and Management twice (2) during FY 2016 on any matters relating to the Group and its audit activities. The last meeting was held on 29 November 2016. The Board has defined its policy on suitability and independence of external auditors during the financial year. In accordance to this policy the Audit Committee will review the qualification, audit performance and execution, provision of non-audit service and tenure of service of the External Auditors. Annually, the Audit Committee also reviews the appointment, performance and remuneration of the External Auditors before recommending them to the shareholders for re-appointment in the AGM. 6. Recognise and Manage Risks 6.1 Framework to Manage Risks The Board has the overall responsibility for maintaining a system of internal controls, which provides reasonable assessments of effective and efficient operations, internal financial controls and compliance with laws and regulations as well as internal procedures and guidelines. 6.2 Internal Audit Function Details of the Company’s internal audit function are set out in the statement on risk management and internal control on page 33 and 34 of this Annual Report. The Group’s Internal Auditor has adopted the Committee of Sponsoring Organisations of the Treadway Commission (‘‘COSO’’) control framework throughout their audit implementation as a basis for assessing the adequacy and effectiveness of the Company’s risk and control processes. The approach is in compliance with the Bursa Malaysia’s Listing Requirement para 15.27 (b) on the issuance of Statement of Risk Management & Internal Control. The COSO framework included: a. Organisational Control Environment - provides an atmosphere in which people conduct their activities and carry out their control responsibilities. It serves as the foundation for the other components. b. Risk Assessment - within this environment, management assesses risks to the achievement of specific objectives. c. Control Activities - are implemented to help ensure that management directives to address the risks are carried out. d. Information & Communication - meanwhile, relevant information is captured and communicated throughout the organisation. e. Monitoring - the entire process is monitored and modified as conditions warrant. 7. Ensure Timely and High Quality Disclosure 7.1 Corporate Disclosure Policy The Board strives to comply with corporate disclosure requirements set by Bursa Securities and adopted the following forms of information disclosure: a. Continuous disclosure – the core disclosure obligation and primary method of informing the market and shareholders. b. Periodical disclosure – quarterly reporting of financial results, annual audited accounts and annual report. c. Specific information disclosure – as and when required, of administrative and corporate developments, usually in the form of Bursa releases. All information made available to Bursa Securities is immediately available to shareholders, stakeholders and the public on the Company’s Investor Relations section of the website: www.peterlabs.com.my. 7.2 Leverage on Information Technology The Board continues to leverage the use of information technology to disseminate information to shareholders. The Group’s website is developed and maintained by IT professional to ensure the website is up to date and secured. The website has a dedicated section to provide information such as the Board Charter, share price announcements made to Bursa Securities and copies of the annual report. 8. Strengthen Relationship between Company and Shareholders 8.1 Shareholder Participation at General Meetings The Annual General Meeting (“AGM”) is the principal forum for dialogue with the shareholders. Shareholders are notified of the meeting and provided with a copy of the Group’s annual report twenty one (21) days before the meeting. All shareholders are encouraged to participate in discussions with the Board on matters relating to the Group’s operations and performance at the Group’s AGM. 8.2 Encourage Poll Voting Voting at the forthcoming annual general meeting will be conducted by poll. Poll voting reflects shareholders’ views more accurately and fairly as every vote is properly counted in accordance with the one share, one vote principle. 8.3 Communication and Engagements with Shareholders The Group recognises the importance of keeping shareholders informed of the Group’s business and corporate developments. Such information is disseminated via the Group’s annual reports, quarterly financial results and announcements made from time to time. The Group’s announcements made to Bursa Securities and other relevant information is also available at the Group’s website at www.peterlabs.com.my. 8.4 Workforce Diversity The Board is committed in recognising and utilising the contribution of diverse skills and talent from its directors, officers and employees as a mean of enhancing the Group’s performance. Diversity may result from wide range of factors which include age, gender, ethnicity or cultural background. The Board is actively managing its workforce diversity to ensure equal employment opportunity regardless of genders. It foster the environment where the ability to contribute and access employment opportunities is based on performance, skills and merits. These will include equal opportunity in respect of employment and employment conditions such as hiring, training for professional development and promotion for career advancement. As at the date of this reporting, the Board had not set a gender diversity target, however, it is moving towards a more gender equality of employees. It will focus on getting the participation of woman and those of different ethnicity on its Board and within senior management and the person selected must be able to contribute positively to the development of the Group. COMPLIANCE WITH THE CODE The Board considers that the Group has substantially complied with the best practices as stipulated in the Principles and Recommendations of the MCCG 2012 throughout the financial year ended 31 December 2016. This Statement was approved by the Board on 28 March 2017.

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