Board Charter

1.0   Introduction

The Board is accountable to shareholders and stakeholders for the corporate governance and performance of the Group’s sustainability. The Board Charter sets out, among others, the principal role of the Board, responsibilities and powers of the Board and Board Committees.

The Board Charter also serves as a general statement of intent on how the Board discharges its duties and responsibilities. In carrying out its responsibilities under this Charter, the Board will take into account of the requirements of all legislation, regulations and statutory standards, such as the provisions of the Companies Act 1965, Capital Market & Services Act 2007, Securities Commission Act 1993, Malaysian Code on Corporate Governance 2012 (“MCCG 2012” or “the Code”) and Bursa Malaysia Securities Berhad Main Market Listing Requirements (“MMLR”). The Board is also governed by the Memorandum and Articles of Association of the Company (“Articles”).

2.0   Role and Function of Board

2.1            Board Composition 

The Board comprises of professionals from various backgrounds and with the relevant experience and expertise that would add value to the Group. The mix of experience and talent is vital for the strategic success of the Group.

The control environment sets the tone for the Group and is driven by an effective Board consisting of competent individuals with appropriate specialized skills and knowledge to ensure capable management of the Group. The appointment of Independent and Non-Independent Directors is carefully considered to ensure that the Board is well balanced on views, advice, judgment and decision making.

2.1.1       Number of Directors, Independence and Composition

In accordance with the Articles, the number of Directors including a Managing Director shall not be less than two (2) but not more than twelve (12). Paragraph 15.02 of the MMLR which requires at least two (2) directors or one third (1/3) of the Board, whichever is the higher, to be independent.

The Executive Directors take on the primary responsibility of the day-to-day running of the Group’s business, as well as, implementing the policies and decisions of the Board.

The Independent Non-Executive Directors and Non-Independent Non-Executive Director act independently of management and do not participate in any business dealings and are not involved in any other relationship with the Group that may impair their independent judgment and decision making. They provide a broader view and independent assessment to the Board’s decision making process by acting as an effective check and balance.

2.2            Roles and Responsibility of the Board

The Board is the ultimate decision-making body of the Company, and is responsible for oversight and overall management of the Group.

It sets the strategic direction and vision of the Company and takes full responsibility in leading, governing, guiding and monitoring the entire performance of the Group.  It enforces standards of accountability, with a view to enabling Management to execute its responsibility effectively and efficiently to meet the long term goals of the business.  The Board has overall responsibility for putting in place a framework of good corporate governance within the Group, including the processes for financial reporting, risk management, internal control and compliance.

The Board retains full responsibility for guiding and monitoring the Company in discharging its responsibilities. The various committees perform certain of the Board's functions and to provide it with recommendations and advices.

The Board focused on the following matters which are specifically reserved for the Board and they constitute the key responsibilities of the Board:-

i)                Reviewing and Adopting the Company’s Strategy and Business Plan

            The Board reviews and is adopting a strategic plan for the Group presented by the Management and guides the Group in promoting its core values, policies and, meeting targets and objectives.

ii)              Overseeing the Conduct of the Company's Business

            To ensure the effective discharge of its functions and responsibilities, the Board delegates the day-to-day management of the Group's business to the Management. The Managing Director is responsible for the implementation of the Board's decisions, and the day-to-day operations of the Group's business and operational efficiency. The Managing Director drives the daily business activities of the Group.

iii)             Succession Planning

            The Board recognizes the importance of succession planning in building long-term sustainable performance excellence for key management positions. It has identified potential candidates for senior managerial positions to ensure continuity of positions.

iv)             Overseeing the Development and Implementation of a Communication Policy for the Company

            The Board recognizes the importance of keeping shareholders and investors informed of its latest business and corporate developments.

            The Board believes that an effective investor relationship is essential in enhancing value to its shareholders.

            The dissemination of information about the Group, its businesses and its activities is conducted via the timely release of quarterly financial results and announcements.

            During the financial period under review, the Company has been involved in investor relations activities, such as announcement to Bursa Securities and Securities Commission (“SC”), meetings with local fund managers and research houses, to keep shareholders duly informed on the performance, development and operational activities of the Group.

v)               Matters Reserved for the Board’s Decisions

             The responsibility for matters material to the Group is in the hands of the Board, with no individual Director having unfettered powers to make decisions. Matters reserved for the Board include discussions on matters of significance, such as, change of direction in strategy, changes related to structure and capital, changes in Board members, disposal and procurement of assets, Executive and Non-Executive Directors’ remuneration packages, approval of preliminary announcement of interim and final results that need authorization from time to time.

2.3           Separation of position of Chairman and the Managing Director (“MD”) 

To ensure balance of authority, increased accountability and a greater capacity for independent decision-making, the roles of the Chairman and the MD are distinct and separate with a clear division of responsibilities between the Chairman and the MD.

2.4           Role of Chairman

The Chairman is pivotal in creating the conditions for overall Board and individual Director’s effectiveness. Chairman’s responsibility is to run the Board and set its agenda taking into account the issues and concerns of all Board members. He/she ensures Board Members receive accurate, timely and clear information about the Company’s performance to enable the Board to make sound decisions, and encourages active engagement by all Board Members. He/she is responsible for the approval of all Group policies, ensuring they adhere to and conform to the highest standards. The Chairman also ensures the orderly conduct and management of the Board, and Board Committees performance.

2.5           Role of Executive Director

The role of the Executive Directors is to act as a steering committee and to collaborate with the Management in articulating the Group's vision, mission, values and strategies. It develops the Group's strategy, direction and business plan for the Board’s approval to manage and drive the daily operational activities, important critical matters and set priorities to achieve the business objectives, including looking into manpower requirements and succession planning. Executive Directors are led by the MD. Executive Directors take on the primary responsibilities for implementing the Group's business plans and managing the business activities.

2.6           Role of Managing Director

The MD is responsible for developing the Group’s objectives and strategies for approval by the Board having regard to the Group’s responsibilities to its various stakeholders. The MD also charged with implementing the Board’s directions, managing the day-to-day business operations, including chairing the Executive Committee and communicating its decisions and recommendations to the Board. MD duties include driving the Group’s performance and reviewing its operational results and strategic directions of the Group’s business. MD undertakes the responsibility of identifying and executing new business opportunities. MD also ensures the Board that appropriate risks and internal controls are in place.

All decisions of the Board are based on the decision of the majority of the Board Members and matters are deliberated with active participation of the Independent Non-Executive Directors and the Non-Independent Non-Executive Director. Therefore, no individual Director dominates the decision making process unless duly authorized by the Board.

Nevertheless, functionally and for all purposes and intent, the responsibilities of the MD are executed by delegating authority to designated Senior Management to ensure that division and accountability in essence are separated. Further, all decisions on matters reserved for the Board are made after due deliberation by the Board and the Board Committees, where required.

 

2.7           Role of Independence Directors

The role of the Independent Directors is particularly important as they provide unbiased and independent views, advice and judgment, and plays a pivotal role in decision making and corporate accountability. Independent Directors ensure that the business plans proposed by the Management are fully deliberated and examined objectively, taking into perspective the long term interests of the Company, its shareholders, other stakeholders and the community at large.

3.0   Board Committee

3.1            Audit Committee (“AC”)

The principal objective of the Audit Committee (“AC”) is to assist the Board in discharging its statutory duties and responsibilities relating to corporate accounting system of internal control and management and financial reporting practices of the Group.

3.2            Nomination Committee (“NC”)

The Nomination Committee (“NC”) of the Company consists entirely of Non-Executive Directors, the majority of whom are Independent Directors.

The principal objective of NC is to assist the Board to evaluate and recommend candidates on the appointment of the Director after considering the candidate skills, knowledges and experience and other qualities including core competencies which Director should bring to the Board and to assess the effectiveness of the Board as a whole.

3.3            Remuneration Committee (“RC”)

The majority of the Remuneration Committee (“RC”) are Non-Executive Directors. RC plays an essential role in overseeing the quality of the remuneration for Executive Directors.

4.0   Code of Ethic, Risk Management and Investor Relations

4.1            Code of Ethics of the Directors

The Board observes the Code of Ethics and Conduct ("COC") for Company Directors established by the Companies Commission of Malaysia ("CCM").

The Board has adopted a COC for Directors and employees towards their customers, business partners, communities and shareholders. It sets out the ethical standards and underlying core ethical values to guide actions and behaviors of all Directors and employees in conducting the day-to-day duties and operations of the Group.

4.2            Risk Management

Internal control system is principally designed to cater for the business needs and manage the potential business risks of the Group. The Board acknowledges its responsibility for maintaining a sound system of risk management through internal audit controls function in the Group. These controls provide reasonable but not absolute assurance against material misstatement, loss or fraud.

The Group has in place a Whistle Blowing Policy to eradicate unethical behavior in the workplace, and as avenue for employees to raise concerns in good faith without fear of reprisal. The Group also has established a risk management framework to identify, evaluate and manage risks that may affect the achievement of the business objectives of the Group.

The Board has delegated its authority to the AC to assist the Board in fulfilling its fiduciary responsibilities relating to system of internal control and risk management processes, corporate accounting, management and financial reporting practices of the Group. The Board has appointed an external independent internal audit firm reporting to AC the firm provides outsources services of internal auditing which covers Governance, Risk and Control.

 

4.3            Investor Relations

Annual General Meeting (“AGM”) is the principal forum for dialogue with shareholders. At the Company’s AGM, shareholders have direct access to the Board and are given opportunities to ask questions. The shareholders are encouraged to participate in the question and answer session.

The Chairman of the Board in the AGM often presents to the shareholders, the Company’s operations in the financial year and outlines future prospects of the Group. Further, the Group’s Company Secretary could provide shareholders and investors with a channel of communication on which they can provide feedback to the Group. Queries regarding the Group may be conveyed to the Company Secretary at the Company’s registered address.

In line with the MMLR, shareholders, investors and member of public can access the company’s announcements, quarterly financial results, annual reports, circulars to shareholders etc via the company’s website.

5.0   Directors Term of Service, Assessment and other matters

 

5.1            Appointment and Re-election

The NC task is to assist the Board to evaluate and recommend candidates for appointments to the Board.

The Board, through the NC will propose the board composition shall bring the required mix of skills and core competencies for the Board to discharge its duties effectively. New appointees will be considered and evaluated by the NC. The NC will then recommend the candidates to be approved and appointed by the Board.

The Group will continue to identify suitable candidates for appointment to the Board based on merit and competence and the contribution that each potential candidate can bring to further strengthen the Board. The evaluation of the suitability of candidates as Board members is solely based on the candidates’ competency, character, time commitment, knowledge and experience in meeting the needs of the Group.

5.2            Term of Appointment

In accordance with the Articles, all new Directors who are appointed by the Board during a financial year will retire at the following AGM. The Articles also provide that at least one-third (1/3) of the Directors for the time being, or if their numbers is not in multiple of three (3), then the number nearest to one-third (1/3) shall retire from office provided always that all Directors including the MD shall retire from office at least once every three (3) years but shall be eligible for re-election.

Directors appointed during a financial year hold office until the next AGM and if eligible, may offer themselves for re-election at the AGM.

A Director who is up to retirement by rotation but does not offer himself for re-election shall retire at the conclusion of the AGM.

5.3            Tenure of Independence

The tenure of service of Independent Directors is generally capped at the maximum limit of nine (9) years as required by the Code. However, upon completion of the nine years, the Independent Director may continue to serve the Board subject to the Director’s re-designation as a Non-Independent Director. In the event that the affected Director is to remain designated as an Independent Director, the NC’s recommendation based on appropriate justification and shareholders’ approval is required. The NC undertakes assessment of the independence of the Independent Directors, upon admission, annually and as and when new interest of relationship develops.

5.4            Directors Remuneration

The Directors’ remuneration is linked to experience, scope of responsibility, seniority, performance and industry information.

5.5            Board Annual Assessment

The NC compiles and conducts on an annual basis the following evaluation:-

·         The effectiveness of each Director’s ability to contribute to the effectiveness of the Board and the relevant Board Committees;

·         The effectiveness of the Board Committees and the Board as a whole;

·         Independent Directors’ self-assessment;

·         The External Auditors’ performance and independence; and private sessions with the External Auditors.

All assessments and evaluations carried out by the NC are properly documented. The assessment and comments by Directors’ are summarized pertaining to the effectiveness of the Board and its Board Committees, are tabled at the NC meeting. The NC Chairman will then report to the Board on the results of the Directors’ assessment and evaluation.

5.6            Directors Training and Development

The Group acknowledges the importance of continuous education and training to the Board members.

Board members are encouraged to attend training programmes conducted by competent professionals and which are relevant to the Company’s operations and business, including new developments pertaining to the law and regulations and changing commercial environment which may affect the Board and/or the Company.

 

6.0   Board Meeting

 

6.1            Call for Meeting and Proceeding

The Director may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Any Director may, whenever he/she thinks fit, and the Secretary at the request of a Director shall, call a meeting of the Board of Directors as provided in the Articles.

The Company Secretary is responsible to ensure minutes are recorded for all Board and Board Committee meetings, and the minutes duly confirmed by the Chairman of the meeting shall be reviewed and adopted at the subsequent meeting.

6.2            Notice of Meeting

Unless otherwise determined by the Directors from time to time, seven (7) days’ notice of all Directors’ meeting shall be given to all Directors.

6.3            Quorum for Board Meeting 

Under the Articles, the quorum shall be at least two (2) Directors. However, Board meetings are normally been fixed on dates when all or a majority of Directors are able to attend.
 

6.4            Frequent of Meeting

The Board shall meet at least four (4) times a year, at least every quarter, not later than two (2) months after the end of the financial quarter. Additional meetings may be called by the Board from time to time as and when required.

6.5            Attendance at Board Meeting 

Individual Directors shall attend at least 50% of the Board Meetings held in each calendar year. The office of a Director shall become vacant if a Director is absent from more than 50% of the total Board Meetings held in a year. 

The Company Secretary shall attend all Board and Board Committee meetings. Key managements are invited to attend Board and Committee Meetings to provide inputs as and when necessary. Auditors, other professional advisors and consultants may also be invited to brief the Board on specific areas as required.

6.6            Conflict of Interest 

In accordance to the Companies Act 1965 and MMLR, the Directors shall disclosure of shareholding and interests in the Company and interest in any contract or proposed contract with the Company, which include the nature, character and extent of any office or possession of any property, whether directly or indirectly, duties or interests that might be created in conflict with his/her duty or interest as a Director of the Company.

Internal policies and procedures are in place to address potential conflicts of interest situations, in areas, such as Related Party Transactions.

6.7            Voting & Decision Making 

Any question arising at a Board Meeting is decided by a majority of votes after due discussion and deliberation, and the Chairman has a second and casting vote. A Director is required to abstain from deliberations and voting in respect of any contract or proposed contract or arrangement in which he/she has direct or indirect interest.

The Chairman and the Board may, if deemed necessary and appropriate, request an interested Director to excuse himself/herself in the deliberation.

Where appropriate, decisions are also made by way of circular resolutions in between scheduled meetings. Such resolutions are signed by a majority of the Directors and valid as if the resolution was passed at a Board Meeting duly called and constituted.

6.8            Company Secretary

The Board appoints the Company Secretary who plays an important advisory role as a central source of information and, assist and advice the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Group

The Company Secretary who reports directly to the Board must be suitably qualified or licensed under the prevailing statutory requirements and is competent with adequate authority and experience to discharge his/her duties described herein.

The appointment and removal of the Company Secretary are subject to the approval of the Board.

6.9            Right of Directors to access information and advice

The Board is regularly updated and advised by the Company Secretary who are qualified, experienced and knowledgeable on statutory and regulatory requirements relating to the Companies Act, 1965, the MMLR and Corporate Governance, and the implications to the Company and the Directors in relation to their duties and responsibilities. The Company Secretary facilitate the flow of information to the Board and its committees.

The Directors have ready and unrestricted access to the advice and services of the Company Secretary pertaining to Board policies, procedures, the Companies Act, 1965, MMLR, MCCG 2012, and timing of material announcements, to enable them to discharge their duties effectively. The Company Secretary also keep the Directors and Principal Officers informed of the closed period for trading in the Company’s shares.

Besides direct access to the Management, Directors may obtain independent professional advice at the Company’s expense, if considered necessary.

6.10         Financial Reporting

The Board is committed to provide a balanced, clear and comprehensive assessment of the Group’s financial position and prospects by making sure the financial statements and quarterly announcements.

The Board takes responsibility for ensuring that the financial statements of the Group and of the Company give a true and fair view of the state of affairs of the Group and of the Company as required under Section 169 (15) of the Companies Act, 1965. Efforts are made to ensure that the financial statements comply with the provisions of the Companies Act, 1965 and the applicable approved accounting standards in Malaysia. The Board also ensures the accurate and timely release of the Group’s quarterly and annual financial results to Bursa Securities and SC accordingly.


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