Board of Directors
The main principle objective of the Board Charter is to set out the functions, role, responsibilities and composition of the Board and to ensure that all Board members acting on behalf of the Company are aware and have knowledge of their duties and responsibilities as Board members discharge its responsibility directly and through the various Committees.
ROLE OF THE BOARD – PRACTISE 1.1
The Board of Directors shall takes full responsibility for the overall performance of the Company and discharge its obligations to the Shareholders. The main duties and responsibility of the Board comprise the followings:-
- Setting the objectives, goals and strategic plan for the Company
- Deliberating, monitoring, deciding and approving the Company’s strategy, budgets, plans and policies
- Overseeing the Company’s business to evaluate whether the business activities are being properly managed
- Retaining an effective and efficient Board with appropriate specialized skills and knowledge of the industry
- Identifying principal and potential commercial risks and ensuring that the Company has the correct and appropriate systems to manage and mitigate these risks
- Succession planning including appointing, training, fixing the compensation of and where appropriate, replacing any member of Senior Management
- Maintaining an effective system of internal control to safeguard the Shareholder’s investment and Company’s assets
- Approving the quarterly results and annual audited financial statements
- Reviewing the Company’s internal control management information systems in relation to compliance with the regulations rules, directives and guidelines of Bursa, the Securities Commission (or any regulatory bodies) and state and federal laws.
- Developing and implementing an investor relations programme or Shareholder communications policy for the Company.
The Board shall be helmed by a Chairman, appointed by the Board. At least half of the total number of directors on the Board, must be Independent Non-Executive Directors (“INEDs”).
The tenure of INED shall be for a cumulative term of nine (9) years since appointment as INED. The INED may continue to serve on the Board beyond the nine (9)-year tenure provided the INED is re-designated as a Non-Independent Director. Where the Board is of the view that the ID can continue beyond the nine (9)-year tenure, it must justify and seek shareholders’ approval. The Board shall also identify, from amongst its members for inclusion in the Company’s Annual Report, a Senior INED to whom concerns of fellow Directors, shareholders or stakeholders may be conveyed.
The Board will review the skills, experience and knowledge required of the Board members, in the context and requirement of the Company. The Board will review its composition and size from time to time to ensure its appropriateness and effectiveness.
Directors shall not sit on the boards of more than five (5) listed issuers. Before accepting any new directorship, Directors needs to assess whether there is potential conflict of interest that could arise as a result of the appointment, and shall notify the Chairman, the notification of which shall include an indication of time that will be spent on the new appointment and declaration there is no conflict of interest arising from the appointment.
ROLES AND RESPONSIBILITIES
Role Of The Chairman
Key responsibilities of the Chairman include:-
- providing leadership for the board so that the board can perform its responsibilities effectively;
- setting the board agenda and ensuring that board members receive complete and accurate information in a timely manner;
- leading board meetings and discussions;
- encouraging active participation and allowing dissenting views to be freely expressed;
- managing the interface between board and management;
- ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the board as a whole; and
- leading the board in establishing and monitoring good corporate governance practices in the company.
Role Of The Group Chief Executive Officer And Executive Directors
- The Group Chief Executive Officer (“GCEO”), assisted by his fellow Executive Directors (“EDs”), serves as a conduit between Management and the Board and is responsible for the effective implementation of the Company’s strategic plan and policies established by the Board, besides managing the daily operations of the Company
- Generally, the GCEO, assisted by his EDs as the case may be, is responsible to the Board for the following
i. achievement of agreed Company’s goals and observance of Management authorities delegated by the Board
ii. developing long-term strategic and short-term business plans, designed to enable the Company’s requirements for growth, profitability and return on capital are achieved, subject to the Board’s review and adoption
iii. providing assistance to members of the Board and the Board Committees, as required, in discharging their duties; and
iv. assisting the Chairman in organising information necessary for the Board to deal with the agenda and for providing such information to Directors on a timely basis
- The Board shall receive the following from or through the GCEO at its scheduled meetings:
i. reports on the performance and activities of the Group for the period under review, including explanations for significant fluctuations over the period; and
ii. where appropriate, a briefing pertaining to risk management issues, challenges faced by the Group, changes to legislations that may affect the Group’s operations, litigations and other salient events or issues affecting the Group
- The GCEO and his fellow EDs shall act within all specific authorities delegated to them by the Board
- In discharging the above responsibilities, the GCEO can delegate appropriate functions to any member of Senior Management, including EDs, who shall report to the GCEO
Role Of Independent Non-Executive Directors
The Board comprises Independent Non-Executive Directors (INED) that provides considerable depth of knowledge gained from experiences across diverse public and private companies. INEDs are independent from management and free from any business or relationship, which could materially interfere with the exercise of their independent judgment.
The INED shall provide independent judgement and objectivity without being subordinated to operational considerations. The INED’s are to uphold the interests of all stakeholders and not only the interests of a particular group, and that all relevant matters and issues are objectively and impartially considered by the Board. The views and opinions of the INED shall carry significant weight in the Board's decision-making process.
If there are any Directors that hold differing views on any matter discussed at a Board Meeting, the Board minutes shall clearly reflect this.
Additional Role Of Senior Independent Non-Executive Director
Senior Independent Director acts as the point of contact between the Independent Directors and Chairman on sensitive issues and has been identified as a designated contact to whom shareholders' concerns or queries may be raised, as an alternative to the formal channel of communication with shareholders.
Role Of The Company Secretary
The appointment or removal of Company Secretary or Secretaries of the Board shall be the prerogative of the Board. The Company Secretary’s role in advisory and assisting the Board and Committees in achieving good corporate governance and ensuring compliance of statutory laws, rules and regulations of the Companies Act, 2016, Main Market Listing Requirements of Bursa Securities, the Securities Commission guidelines and other relevant legislation and regulatory authorities.
In addition, the Company Secretary shall also maintain proper the Company’s statutory records, register books and documents. These said records are essential to assist the Board to achieve and meeting and discharging their fiduciary responsibilities in accordance with the intent of good corporate governance, in addition to ensuring proper conduct at the Annual General Meetings, Extraordinary General Meetings, Board Committees’ Meeting and any other meetings and the preparation of minutes thereat.
The Board has 3 Board Committees with specific Terms of Reference:-
• Audit and Risk Committee
• Nominating Committee
• Remuneration Committee
The Board shall meet at least 5 times a year. Special Meeting(s) may be convened as required. Notice of meetings and business to be conducted shall be given to members of the Board at least 7 days prior to the meeting.
Matters reserved for the Board to decide will include amongst others decision on Group strategic plans, corporate exercises, material acquisition and disposal of assets, investment or divestments, capital expenditure, risk management policies, nomination of auditors and review of the financial statement, financial and borrowing activities, ensuring regulatory compliance and reviewing the adequacy and integrity of internal controls.
A full agenda together with the relevant Board papers are circulated at least 7 days prior to the meeting to all the Directors which include, amongst others, the following:-
• the quarterly report highlighting unaudited Group financial results and factors affecting the Group results;
• minutes of meetings of the Board and all committees of the Board;
• status of sales performance;
• management proposals that required Board’s approval;
• list of Directors’ circular resolutions passed during the period covered;
• list of Directors’ dealings in securities during the period covered;
• list of announcements submitted to BMSB during the period covered; and
• major operational and financial and material legal issues.
The Company Secretary shall take minutes of the meetings which shall be reviewed and approved by the Chairman and management before being tabled to the Board at the next meeting.
The Chairman, in conjunction with the Company Secretary(ies), shall assess the type of information needed to be supplied to the Board and the contents of the agenda. The agenda shall include, amongst others, matters specifically reserved for the Board’s decision. The Board shall record its deliberation, in terms of the issues discussed, and the conclusions thereof, in discharging its duties and responsibilities
- 1. To allow sufficient time for Directors to consider the relevant information, Board papers and agenda items are to be circulated at least seven (7) days, or a shorter period where unavoidable, prior to the meeting. Where there is a need to table a report, a brief statement of findings and/or recommendations is prepared.
- 2. Minutes are prepared following a Board meeting. The draft minutes shall be tabled at the following meeting for confirmation and signing
APPOINTMENT AND RE-ELECTION
The appointment of a new director is for consideration and decision by the full Board, upon the recommendation from the Nominations Committee and approval of the Shareholders.
All newly appointed Directors are required to participate a training programmes from time to time to provide them with necessary up to date information to enable them to participate and contribute effectively and efficiently to manage and direct the Company.
All directors are required to submit themselves for re-election every 3 years. Full information is disclosed through the notice of meeting regarding directors who are retiring and who are willing to serve if so re-elected.
The tenure of an independent director should not exceed a cumulative term of 9 years. Upon completion of the full 9 years, the independent director may either retire or continue to serve on the Board subject to the director’s re-designation as a non-independent director. However, the Board may justify and seek shareholders’ approval in the event that it retains an independent director, who has served a cumulative term of [x] years as an independent director of the Company.
The Board will take into consideration and review the appropriate skills, experience and knowledge required of the Board members, in the context of the needs of the Company. The Board will also review its composition and size from time to time to ensure its appropriateness and effectiveness.
The board should use a variety of approaches and sources to ensure that it is able to identify the most suitable candidates. This may include sourcing from a directors’ registry and open advertisements or the use of independent search firms.
DIRECTORS’ ASSESSMENT / BOARD EVALUATION
The Board recognizes the importance of assessing the effectiveness of individual Directors, the Board as a whole and its Committees. The Board reviews and evaluates its own performance as well as the performance of its Committees on an annual basis.
DIRECTORS’ TRAINING PROGRAMME
In addition to the mandatory Accreditation Programmes required by the Bursa Securities, the Directors shall continue to update their knowledge and enhance their skills through appropriate continuing education programmes to keep them abreast with the current development of industry as well as any the new statutory and regulatory requirements. This also will enable Directors to effectively discharge duties and sustain active participation in the Board deliberations.
The Board will assess the training needs of the Directors and shall disclose in the Annual Report the trainings attended by the Directors.
ACCESS TO INFORMATION AND INDEPENDENT ADVICE
Directors shall have access to all information within the Company whether as a full Board or in their individual capacity, to the extent that the information required is pertinent to the discharge of their duties as Directors.
All Directors have access to the advice and services of the Company Secretaries in carrying out their duties.
The Company aims to present a clear and fair assessment of the Company’s financial position and future prospects in respect of all quarterly results, annual audited financial statements and announcements issued by the Company.
The Board is assisted by the Audit Committee in scrutinizing information for disclosure to ensure its timeliness, accuracy, adequacy and compliance with the required standards, regulations and laws.
The Board ensures that the financial statements are prepared so as to give a true and fair view of the current financial status of the Company in accordance with the approved and acceptable accounting standards.
INVESTOR RELATIONS AND SHAREHOLDERS COMMUNICATION POLICY
The Board shall ensure timely release of financial results and announcements to provide shareholders with an overview of the Company’s performance, corporate exercises and strategies and any other matters affecting the investors and Shareholders’ interests.
The Board shall maintain appropriate corporate disclosure policies and procedures which are in compliance with the Main Market Listing Requirements of Bursa Securities.
NEDs will be paid a fee for acting as Directors of the Company, subject to approval by shareholders
The remuneration of EDs shall be recommended by the Remuneration Committee with the individual Director concerned abstaining from discussing his individual remuneration. The amount of remuneration payable shall be determined with reference to corporate and individual performance of Directors
CODE OF CONDUCT
The Group has in place a formal Code of Conduct which emphasizes on ethical and professional behaviour of its’s Directors and employees. It is imperative that the Group’s business be operated and administered with the highest degree of integrity. Integrity and ethical standards must not be compromised in order to obtain short-term advantage. Thus, it is the responsibility of all to enhance the image of the Group by adhering to the Code of Conduct.
The Code of Conduct is issued as written guidelines. It establishes the minimum standards of conduct expected of the Group’s employees. It defines the elements of decency and good judgment which are expected of the Group’s employees and Directors.
Underlying the Code of Conduct are the following main principles:-
- Conflicts of Interest
- Fiduciary Duties
- Competition with the Group
- Misapplication of Group’s Assets
- Insider Trading and Abuse of Corporate Information
- Anti-Money Laundering
The Group has drafted a Whistleblowing Policy which is pending the Board’s approval. The aim of the policy is to enable individuals to raise genuine concerns without fear of retaliation. This policy will detail the oversight and responsibilities of the whistleblowing process, the reporting process, protection and confidentiality given to the whistleblowers.An overview of the Whistleblowing Policy will be made available on the Group’s website once it has been approved.
REVIEW OF THE BOARD CHARTER
The Board shall review the said Charter periodically and any amendments/improvements shall be made thereto as and when the Board deems appropriate and necessary. Any subsequent amendments shall be approved by the Board.
AUDIT AND RISK MANAGEMENT COMMITTEE
The Audit and Risk Management Committee comprises of the following individuals:
Chee Suan Lye
Independent Non-Executive Director
Mohamad Tarmizi bin Ismail
Independent Non-Executive Director
Amirul Azhar bin Baharom
Independent Non-Executive Director
COMPOSITION AND CHAIRMAN OF AUDIT COMMITTEE
- The Audit Committee should comprise solely of Independent Directors
- The Chairman of the Audit Committee is not the Chairman of the board.
The principal objective of the Audit and Risk Management Committee
- Implement and support the oversight function of the proposed board of directors in the area of governance, risk management and internal control.
- Provides a means for review of the Company processes for producing financial data, its internal controls, corporate code of conduct, the independence of the Company’s external auditors
- Maintain an open line of communication and consultation between the board of directors of the Company, the internal auditors, the external auditors and the Proposed Key Management.
Functions of the Audit and Risk Management Committee:
(a) review with the internal and/or external auditors the nature and scope of their audit plans, audit reports, major findings and evaluations of the internal controls system;(b) review the quarterly and annual financial statements before submission to the board of directors of the Company, focusing on, amongst others, change in implementation of major accounting policies and practices, significant and unusual events, significant adjustments arising from the audit, the going concern assumption and compliance with accounting standards and other regulatory or legal requirements;
(c) review matter concerning the suitability for appointment or reappointment of external auditors and matters relating to their resignation;
(d) review any related party transactions entered into by the Company and any conflict of interest situations that may arise within the Company;
(e) review the adequacy of the scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work and to report the same to the board of directors of the Company;
(f) perform such other functions as may be requested by the board of directors of the Company;
(g) review the adequacy of the Company’s risk management framework and assess the resources and knowledge of the management and employee involved in the risk management process;
(h) review the effectiveness of internal control systems deployed by the management to address those risks;
(i) review and recommend corrective measures undertaken to remedy failings and/or weaknesses;
(j) review and further monitor principal risks that may affect the Company directly or indirectly that if deemed necessary, recommend additional course of action to mitigate such risks;
(k) communication and monitoring of risk assessment results to the board of directors of the Company; and
(l) actual and potential impact of any failing or weakness, particularly those related to financial performance or conditions affecting the Company.
a) The Committee is to meet at least 4 times a year and as many times as the Committee deems necessary;
b) The quorum for any meeting of the Committee shall be majority of members present;
c) The Secretary to the Committee shall be the Company Secretary or any other person appointed by the Committee;
d) The Secretary shall be responsible, in conjunction with the Chairman, for drawing up the Agenda and circulating it to the Committee members prior to each meeting. The Secretary will also be responsible for keeping the minutes of the meeting of the Committee, and circulating to the Committee members and to other members of the Board; and
e) The Audit Committee meeting dates are arranged ahead and communicated to the auditors in advance for them to prepare the Audit Review Memorandum, Audit Planning Memorandum and Audited Financial Statements for presentation to the Audit Committee in order to meet deadlines.
The Committee shall have the authority to:-
a) Investigate any matter within its terms of reference;
b) Have the resources which are required to perform its duties;
c) Have full and unrestricted access to any information which it requires in the course of performing its duties;
d) Have direct communication channels amongst the internal and external auditors;
e) Obtain independent/external professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary; and
f) Convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other Directors and employees of the Group, whenever deemed necessary.
COOLING OFF PERIOD FOR KEY AUDIT PARTNER
Former key audit partner of the Group’s existing external auditor is to observe a cooling-off period of at least two years before being appointed as a member of the Audit Committee. However, the Board is currentlyreviewing this policy as it is of the view it will not be considered appropriate to appoint key audit partner of the engagement as anIndependent Director of the Group.
The Remuneration Committee comprises of the following individuals:
Tan Sri Nik Awang @ Wan Azmi BinWan Hamzah
Non-Independent Non-Executive Chairman
Mohamad Tarmizi bin Ismail
Independent Non-Executive Director
Dr. Ir. Jeyanthi A/P Ramasamy
Independent Non-Executive Director
The principal objectives and role of the Remuneration Committee are as follows:
(a) review and recommend the entire individual remuneration packages for each of the Directors and key management and technical personnel of the Company;
(b) ensure that a strong link is maintained between the level of remuneration and individual performance against agreed targets, the performance-related elements of remuneration forming a significant proportion of the total remuneration package of the Directors, key management and technical personnel of the Company; and
(c) establish and recommend to the board of directors of the Company the remuneration structure and policy and the terms of employment or contract of employment/service, any benefit, pension or incentive scheme entitlement; other bonuses, fees and expenses; any compensation payable on the termination of the service contract for the Directors, key management and technical personnel.
The Nomination Committee (“NC”) shall comprises of the following individuals:
Mohamad Tarmizi Ismail
Independent Non-Executive Director
Chee Suan Lye
Independent Non-Executive Director
TERMS OF REFERENCE
The Nomination Committee’s terms of reference include the following:
(a) assess and recommend to the Company, candidates for directorships of the Company and Directors as members of the relevant board of directors of the Company’s committees;
(b) evaluate the effectiveness of board of directors of the Company and the relevant board of directors of the Company committees including its size and corporation and the contribution of each individual Director including Independent Non-Executive Directors;
(c) review annually the required mix of skills and experience and other qualities of the board of directors of the Company, including the core competencies which Directors should bring to the board of directors of the Company; and
(d) ensure an appropriate framework and succession planning for the board of directors of the Company.
APPOINTMENT OF ALTERNATE DIRECTOR
A director may appoint a person approved by a majority of his co-directors to act as his alternate, provided that any fee paid by the company to the alternate shall be deducted from that director’s remuneration.
In discussing on the matter of appointing a Director (including alternate director), the candidate should broadly meet the following attributes :-
- Skills, knowledge, expertise and experience;
- Professionalism; and
REVIEW OF EXECUTIVE COMMITTEE OF THE GROUP
The NC shall have the authority to review and to recommend to the Board of Directors on matters pertaining to the appointment of the Executive Committee of the group.