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Corporate Governance Statement

VITROX CORPORATION BERHAD

[649966-K]

The Board of Directors of ViTrox Corporation Berhad (“the Company”) is committed to ensure high standards of corporate governance

are in place and practised throughout the Group. Since obtaining listing approval, the Company has progressively implemented

the principles and best practices as recommended by the Malaysian Code on Corporate Governance (“the “Code”).

The size of the Board of Directors of the Company (“the Board”) is small but effective with a good presence of Independent, Non-

Executive Directors who participate actively in all Board discussions.

The Company has adopted most of the best practices as recommended by the Code with the following exceptions:

1)

The Company has not set up a nominating committee. The function of the nominating committee, namely to review, identify

and recommend new nominees to the Board and nominate Directors to Board Committees is assumed by the Board as a whole.

2)

The Company has not set up a remuneration committee. The remuneration packages for Executive Directors are determined

by the Board as a whole and the respective Executive Directors play no part in determining their own remuneration.

3)

The Board has not appointed a Senior Independent, Non-Executive Director to whom shareholders may address their grievances

and concerns. The Board will collectively be responsible to address all grievances and concerns brought up by the shareholders.

The Board will review the necessity to implement the above-mentioned best practices from time to time.

1.

Board of Directors

1.1 Composition and Board Balance

The Board comprises 3 Executive Directors, 1 Non-Independent, Non-Executive Director and 2 Independent, Non-Executive

Directors. The composition of the Board reflects fairly the investment of all shareholders in the Company and a good independent

element on the Board. There is also a clearly accepted division of responsibilities at the head of the Company where the roles

of the Chairman and Managing Director are separated which will ensure a balance of power and authority such that no one

individual has unfettered powers of decision. The Board is confident that its current size and composition is sufficient and

effective in discharging the Board’s responsibilities and in meeting the Company’s current needs and requirements.

The presence of the Independent, Non-Executive Directors who respectively has a wide range of experience is vital to ensure

that there is a broad, unbiased and independent view, advice and judgment on various issues dealt with at the Board. The

current complement of Non-Executive Directors provides an effective Board with a mix of industry specific knowledge, broad

based business and commercial experience together with independent judgment on matters of strategy, operations, resources

and business conduct. The Non-Executive Directors also bring along the breadth and depth of experience to ensure that the

strategies proposed by management are independently and objectively deliberated and examined, taking into account the

interests of all stakeholders.

The composition of the Board complies with the Bursa Malaysia Securities Berhad Listing Requirements for MESDAQ Market

(“MMLR”) which requires that independent non-executive directors make up at least 2 members or 1/3 of the membership of

the Board.

1.2 Board responsibilities

The Board assumes the following roles in discharging its stewardship responsibilities:

1.

To review and adopt a strategic plan for the Group

2.

To oversee the business conduct of the Group to ensure that the business is being properly managed

3.

To identify principal risks affecting the Group and ensure that appropriate systems to manage these risks are in operation

4.

To ensure succession planning for senior management is in place

5.

To develop and implement an effective communications channel to investors and shareholders

6.

To review the adequacy and integrity of the Group’s internal control systems and management information systems

including systems for compliance with applicable laws, regulations, rules, directives and guidelines