Review of Board Charter


The Board Charter will be reviewed and updated as and when required for any relevant new amendments in rules, laws and regulations which may have significant impact on the discharge of Board’s duties and responsibilities, to ensure relevance and compliance.

 

The above Board Charter has been endorsed and adopted by the Board on 5 October 2016.

 

APPENDICES:

Appendix 1         Terms of Reference of Audit Committee

Appendix 2         Terms of Reference of Nomination Committee

Appendix 3         Terms of Reference of Remuneration Committee

Appendix 4         Whistleblowing Policy

 

Appendix 1

TERMS OF REFERENCE OF AUDIT COMMITTEE (“AC”)

Objectives

The principal objective of the 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. In addition, the Committee shall:

1.        Ensure the timely and accurate preparation and publication of financial statements of our Group;

2.        Review the adequacy of provisions against contingencies and bad and/or doubtful debts;

3.        Review internal control process and procedures, scope, internal audit findings and recommend actions to the Board;

4.        Recommend and appoint external auditors and deal with any issues arising from their audit findings;

5.        Review related party transactions that may arise within our Group;

6.        Approve fees relating to external auditors; and

7.        Address any accountability issues that may arise from time to time within our Group.

Membership

1.        The AC shall be appointed by the Board of Directors from amongst their members and comprising not less than three (3) members, of whom the majority shall be the Independent Non-Executive directors.

2.        At least one of the members of the AC must be a member of the Malaysian Institute of Accountants, or if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years of working experience or either must have passed the examinations specified in Part I of the 1st schedule of Accountants Act 1967, or must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountant Act, 1967.

3.        The members of the AC shall elect a chairman amongst themselves who shall be an Independent Non-Executive director. No alternate director shall be appointed as a member of the AC.

4.        If a result that the number of members is reduced below three (3), the Board of Directors shall, within three (3) months of the events, appoints such number of new members as may be required to make the minimum number of three (3) members.

5.        The Board of Directors shall review the terms of its members at least once (1) every three (3) years.

Authority

1.        The AC is authorised by the Board of Directors and have the authority to investigate any matter within its terms of reference and shall have unlimited access to both the internal and external auditors, as well as the employees of the Group. All employees are directed to co-operate with any request made by the Committee.

2.        The Committee shall have unlimited access to all information and documents relevant to its activities, to the internal and external auditors, and to senior management of the Group.

3.        The Committee shall have the authority to obtain independent legal or other professional advices as it considers necessary.

4.        The Committee shall be able to convene meetings with the external auditors, excluding the attendance of the executive members of the Committee, whenever deemed necessary.

5.        The AC shall have the power to establish Sub-Audit Committee(s) to carry out certain investigation on behalf of the Committee in such manner, as the Committee deem fit and necessary.

Meetings / Quorum and Committee’s Procedure

The Committee is at liberty to determine the frequency of the meetings at least four (4) times annually or more frequently as circumstance dictate. The quorum shall consist of two (2) members, where the majority of members present must be independent non-executive Directors. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present.

The Chairman shall submit an annual report to the Board summarizing the Committee’s activities during the year and the related significant results and findings.

The Committee shall meet at least once (1) a year with the Management, the Head of Internal Audit and External Auditors in separate sessions to discuss any matters without the presence of any executive members. The Committee shall regulate the manner of proceedings of its meetings, having regard to normal conventions on such matter.

Attendance of the Meetings

1.        The external auditors may be invited to attend to meetings. The Committee may invite any person to be in attendance to assist in its deliberations. The other directors and employees attend any particular audit committee meeting only at the AC’s invitation, specific to the relevant meeting.

2.     he Company Secretary shall be the Secretary of the Committee and shall be responsible for drawing up the agenda with concurrence of the chairperson and circulating it, supported by explanatory documentation to committee members prior to each meeting.

Duties

The duties of the AC include the followings:

1.        To consider the appointment or re-appointment of external auditors, the audit fee and matter relating to the resignation or dismissal of auditors, if any;

2.        To review with the external auditors the audit plan, their evaluation of the system of internal accounting controls, their letter to management and the management’s response;

3.        To review the quarterly and annual financial statements before submission to the Board of Directors for approval, focusing particularly on:

·         Changes in accounting policies and practices;

·         Significant and unusual events;

·         Significant adjustments resulting from the audit;

·         The going concern assumption; and

·         Compliance with accounting standard and other legal requirements

4.        To discuss problems and reservations arising from the interim and final audits, and any matter the auditors may wish to discuss (in the absence of management where necessary);

5.        To do the followings where an internal audit function exists;

·         Review the adequacy of the scope, function and resources of the internal audit function and that it has the necessary to carry out its work;

·         Review the internal audit programme and results of the internal audit process and where necessary ensure that appropriate action is taken on the recommendations of the internal audit function;

·         Review any appraisal or assessment of the performance of members of the internal audit function;

·         Approve any appointment or termination of senior staff members of the internal audit function; (if any)

·         Review the resignation of internal audit staff members and provide the staff member the opportunity to submit his reasons for resigning; (if any) and

·         To consider major findings of internal investigations and management’s response.

6.        To consider any related party transaction and conflict of interest situation that may arise within the Company or the Group including any transaction, procedure or course of conduct that raises questions of management integrity; and

7.        To consider other topics as defined by the Board.

Reporting

The AC is authorised to regulate its own procedures and in particular the calling of meetings, the notice to be given of such meetings, the voting and proceeding thereat, the keeping of minutes and the custody, production and inspection of such meetings.

The minutes of meetings shall be circulated by the Secretary of the Committee to the Committee members and all the other Board members.


Appendix 2

TERMS OF REFERENCE OF NOMINATION COMMITTEE (“NC”)

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.

Membership

1.        The NC shall be headed by a non-executive chairman and its members shall comprise exclusively of non-executive directors, a majority of whom shall be Independent.

2.        The Chairman of the NC should be the senior independent director identified by the Board of Directors. In the absence of the Chairman, the other independent director shall be the Chairman for that meeting.

Meetings / Quorum and Committee’s Procedure

1.        A minimum of two (2) NC members present in person shall constitute the quorum.

2.        The Secretary of the NC shall be the Company Secretary(s).

3.        The NC shall meet at least once a year or more frequently as deemed necessary. The Chairman may call for additional meetings at any time at the Chairman’s discretion.

4.        All decisions of the NC shall be decided on the votes of the simple majority of members present.

5.        In the event of equality of votes, the Chairman of the meeting shall have a casting vote.

6.        Any decision or recommendation made by the NC shall be subject to the review and ultimate approval of the Board

The NC’s roles are as follows:-

1.        Recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board after considering the candidates:-

·           Skills, knowledge, expertise and experience;

·           Professionalism;

·           Integrity; and

·           In case of candidates for the position of independent non-executive directors, to evaluate the candidates ability to discharge such responsibilities/functions as expected from independent non-executive directors;

2.        Consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and within the bounds of practicability, by any other senior executive or any director or shareholders;

3.        Recommend to the Board, directors to fill the seats on Board Committee;

4.        Recommend the removal of directorships for ineffectiveness or negligence; and

5.        Recommend the appropriate training or courses for the directors to facilitate the discharge of their duties.

The Board is responsible to decide the suitable candidates for the office after taking into consideration the recommendations from the NC.


Appendix 3
 

TERMS OF REFERENCE OF REMUNERATION COMMITTEE (“RC”)

Membership

1.     The Board of Directors (“The Board”) shall elect the RC members from amongst themselves, comprised wholly or mainly of non-executive directors. The terms of office of the RC shall be for a period of three (3) years and may be re-nominated and appointed by the Board from time to time.

2.     The Chairman of the RC shall be elected from amongst the RC members. The Chairman of the committee shall be approved by the Board.

3.     In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the Meeting.

 

Meetings/ Quorum and Committee’s Procedure

 

1.     The RC shall meet at least annually or at such other frequency as the Chairman may determine.

 

2.     A quorum shall consist of two (2) members, one (1) of whom shall be an independent Director.

 

3.     The Secretary shall on the requisition of the members of RC summon a meeting of the RC except in the case of an emergency, reasonable notice of every RC meeting shall be given in writing.

 

4.     All decisions of the RC shall be decided on the votes of the simple majority of those Members present.

 

5.     No Executive Director shall participate in the discussion of his own remuneration.

 

6.     Any decision or recommendation made at the RC shall be subject to the review and ultimate approval of the Board.

 

7.     In the event there be an equality of votes, then the Chairman of the meeting shall have a casting vote.

 

8.     The Secretary shall table the minutes of each RC meeting and shall circulate the same for each members’ record. The Chairman’s confirmation of the Minutes shall be taken as a correct proceedings thereat.

 

9.     The Chairman shall report on each meeting to the Board

 

 

 

The RC is to recommend to the Board, the remuneration of the Executive Directors in all its form, drawing from outside advise as necessary with the objective of ensuring:-

  1.     That the Company’s Executive Directors are fairly rewarded for their individual contributions to the Company’s overall performance; and

  2.    That the levels of remuneration are sufficient to attract and retain directors with the relevant experience and expertise needed to manage the business of the Company effectively.

The determination of the remuneration for the Non-Executive Directors will be a matter to be decided by the Board as a whole with the Director concerned abstaining from deliberations and voting on decision in respect of his individual remuneration package.


Appendix 4

WHISTLEBLOWING POLICY
   

Fibon Berhad and its subsidiaries ("the Group") are committed to a high standard of compliance with accounting, financial reporting, internal controls, corporate governance and auditing requirements and therefore has a Whistleblowing Policy ("Policy") as an avenue for employees to raise concerns in good faith without fear of reprisal. Below is a summary of the policy.  

The policy is to enable individuals to raise concerns internally and at a high level if the individual believes there is a case of malpractice or impropriety, which are matters of public interest. These concerns could include:

         i.Financial malpractice or impropriety or fraud

       ii.Failure to comply with a legal obligation or Statutes

     iii.Bribery

     iv.Abuse of Power

       v.Conflict of Interest

     vi.Theft or embezzlement

    vii.Misuse of Company property

  viii.Non Compliance with procedure