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.
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
TERMS OF REFERENCE OF AUDIT COMMITTEE (“AC”)
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.
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.
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.
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.
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.
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.
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.
Committee shall be able to convene meetings with the external auditors,
excluding the attendance of the executive members of the Committee,
whenever deemed necessary.
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
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.
Chairman shall submit an annual report to the Board summarizing the
Committee’s activities during the year and the related significant
results and findings.
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
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
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.
The duties of the AC include the followings:
consider the appointment or re-appointment of external auditors, the
audit fee and matter relating to the resignation or dismissal of
auditors, if any;
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;
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
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;
the adequacy of the scope, function and resources of the internal audit
function and that it has the necessary to carry out its work;
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)
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.
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.
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.
minutes of meetings shall be circulated by the Secretary of the
Committee to the Committee members and all the other Board members.
TERMS OF REFERENCE OF NOMINATION COMMITTEE (“NC”)
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.
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.
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).
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:-
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;
· Integrity; and
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
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.
Board is responsible to decide the suitable candidates for the office
after taking into consideration the recommendations from the NC.
TERMS OF REFERENCE OF REMUNERATION COMMITTEE (“RC”)
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
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.
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.
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
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:-
the Company’s Executive Directors are fairly rewarded for their
individual contributions to the Company’s overall performance; and
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.
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.
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.
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
i.Financial malpractice or impropriety or fraud
ii.Failure to comply with a legal obligation or Statutes
iv.Abuse of Power
v.Conflict of Interest
vi.Theft or embezzlement
vii.Misuse of Company property
viii.Non Compliance with procedure