The Directors regard good corporate governance as vital to the success of the Company’s business. The Directors are unreservedly committed to ensuring that the following principles of good corporate governance are practised in all of the Company’s dealings:-
- The Board shall be the focal point of the Company’s corporate governance system. It is ultimately accountable and responsible for the performance and affairs of the Company.
- All Board members shall act in a professional manner, thereby upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.
- All Board members shall be responsible to the Company for achieving a high level of good governance.
- This Board Charter shall constitute and form an integral part of each Director’s duties and responsibilities.
The purpose of this Board Charter is to ensure that all Board members acting on behalf of the Company are aware of their roles, duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good corporate governance are applied in all their dealings in respect, and on behalf of, the Company.
Roles and Responsibilities of the Board
The Board assumes, amongst others, the following roles and responsibilities in respect of the Group:
- Reviewing and adopting a strategic plan for the Group
- Overseeing and evaluating the conduct of the Group’s businesses.
- Identifying principal risks and ensuring the implementation of appropriate systems to manage these risks.
- Establishing a succession plan for senior management.
- Overseeing the development and implementation of a shareholder communication policy for the Company.
- Reviewing the adequacy and the integrity of the management information and internal controls system of the Group.
- Formulation of corporate policies and strategies.
- Approving key matters such as financial results as well as major investments and divestments, major acquisitions and disposals and major capital expenditure in accordance with the limit of authority.
- Annual assessment of the Board, Board committees and individual Directors.
In carrying out its duties, the Board has amongst others, a formal schedule of matters specifically reserved for its decision, including overall strategic direction, annual operating plan, capital expenditure plan, acquisitions and disposals, major capital projects and the monitoring of the Group’s operating and financial performance.
The Board derives its authority to act from the Memorandum and Articles of Association of the Company and the prevailing laws and regulations governing companies in Malaysia.
Code of Ethics
The Company’s Code of Ethics are set out in the Company’s Employee Handbook.
Board Composition and Size
The Board comprises highly reputable and professional persons of calibre, credibility and has the necessary skills and experience to govern the Company and discharge their duties and responsibilities effectively. On an annual basis, the Board reviews the composition in terms of size, the balance between Executive, Non-Executive and Independent Directors and mix of skills.
The Board considers the appointment of new director upon the recommendation from the Nomination Committee. In making these recommendations, the Nomination Committee will consider the skills, knowledge, expertise and experience, professionalism, integrity and in the case for the position of Independent Non-Executive Directors, their ability to discharge such responsibilities/functions as expected from Independent Mon-Executive directors.
The Articles of Association of the Company provides that at least one-third (1/3) of the Directors are subject to retirement by rotation at each Annual General Meeting and that all the Directors shall retire once in every three years. A retiring Director is eligible for re-election. The Articles of Association also provides that a Director who is appointed by the Board in the course of the year shall be subject to re-election at the next Annual General Meeting to be held following his appointment.
However, the Board must comprise a majority of independent directors where the Chairman of the Board is an independent director to ensure balance of power and authority on the Board. A meaningful proportion of non-executive directors with key attribute of independence is required and such directors should ensure that the varied competing interests of all stakeholders are respected without sacrificing financial performance and accountability.
On boardroom diversity, the Board will review the appropriate skills, experience and knowledge required of the Board members, in the context of the needs of the Group. The Board will review its composition and size the from time to time to ensure its appropriateness.
Independence of Director
Pursuant to the Listing Requirements of Bursa Malaysia Securities Berhad, at least two (2) Directors or one third (1/3) of the Board of Directors, whichever is higher, shall be Independent Directors.An independent director is independent of management and free from any business or other relationship that could materially interfere with the exercise of unfettered and independent judgement.
The Independent Non-Executive Directors contribute to the formulation of policies, providing unbiased and independent views, advice and judgement. They also act to safeguard the interest of the minority shareholders in respect of decisions taken by the Board pertaining to undertaking of the various business initiatives. The tenure of an Independent Director of the Company shall not exceed a cumulative term of nine (9) years.
Upon completion of the nine (9) years, an Independent Director may continue to serve on the Board subject to the Director’s re-designation as a Non-Independent Director. Otherwise, the Board must justify and seek shareholders’ approval at Annual General Meeting in the event it retains the Director as an Independent Director.
All the Board members shall notify the Chairman of the Board before accepting any new directorships in public and public listed companies incorporated in Malaysia as well as directorships in corporations with similar businesses operating in the same jurisdiction.
The Chairman of the Board shall notify all the Board members before accepting any new directorships in public and public listed companies incorporated in Malaysia as well as directorships in corporations with similar businesses operating in the same jurisdiction. The notification should include an indication of the time that will be spent on the new appointment.
The roles of the Non-Independent and Non-Executive Chairman and Managing Director & Chief Executive Officer position are distinct and separate to ensure that there is a balance of power and authority.
The Chairman is responsible for leadership, effectiveness and governance of the Board. The key roles of the Chairman amongst others, are as follows:
- ensure that the Board functions effectively, cohesively and independently of Management;
- providing governance in matters requiring corporate justice and integrity;
- leading the Board, including presiding over Board meetings and Company meetings and directing Board discussions to effectively use the time available to address the critical issues facing the Company;
- promoting constructive and respectful relationship between board members and between board members and management; and
- ensure that there are effective communication between the Company and/or Group and its shareholders and relevant stakeholders.
- Managing Director & Chief Executive Officer
The Managing Director & Chief Executive Officer is responsible for day to day management of the business and implementation of the Board’s policies and decisions.
The key responsibilities and accountabilities of the Managing Director & Chief Executive Officer include:-
- plan, develop and implement strategies for generating resources and/or revenues for the Company which include identifying new market opportunities and strategic alliances;
- representing the Group as the key spokesperson with all stakeholders including investors, regulators and business partners;
- perform core role as Board member of subsidiaries and associated companies to ensure achievement of both financial and non-financial goals or key performance indicators as reflected in agreed balanced score card;
- lead and monitor annual budgets for the business unit;
- providing governance support to key subsidiaries of the Group;
- building relationships in key new markets with regulators/industry leaders, as well as transitioning relationships in existing markets;
- facilitates effective coordination and cooperation among and between corporate and business unit senior management of the Group to build relationships, share best practices and explore opportunities to improve knowledge of businesses;
- report to the Board on the Company’s overall performance;
- ensure recruitment and retention of high calibre personnel; and
- establish and implement short and long-range business unit goals, objectives, policies and operating procedures.
The Board may from time to time establish Committees as it considers appropriate to assist in carrying out its duties and responsibilities.
The Board has established the following Committees which shall be operated under clearly defined terms of reference:
- Audit Committee
- Nomination Committee
- Remuneration Committee
- Executive Committee
- Board Tender Committee
The functions and terms of reference of the respective committees, as well as the authority delegated by the Board to these committees have been clearly defined by the Board.
The Chairman of the respective Committees will report and update the Board on significant issues and concerns discussed and where appropriate, make the necessary recommendations to the Board. The minutes of Committees are included in the Board papers for notation by the Board.
The Board may also delegate specific functions to ad-hoc committees, a Director, employee or other person as and when required.
The Board shall schedule at least four (4) meetings annually and special meetings can be convened if it is required.
Notice of meeting setting out the agenda and accompanied by the relevant Board papers are given to Directors in sufficient time to enable the Directors to peruse, obtain additional information and/or seek further clarification on the matters to be deliberated.
The Board of directors has the right to the resources, whenever necessary and reasonable for the performance of his duties, at the cost of the Group and in accordance with the procedure to be determined by the Board, including but not limited to obtaining:-
- Full and unrestricted access to any information pertaining to the Group
- Full and unrestricted access to the advice and services of the Group secretary
- Independent professional or other advice
Directors shall have access to all the information and records of the Company.
Review of the Board Charter
The Board Charter will be periodically reviewed and updated to take into consideration the needs of the Company as well as any development in rules and regulations that may have an impact on the discharge of the Board’s duties and responsibilities.
At any one time, should the Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) or the Companies Act, 1965 (“CA”) be amended for any reason whatsoever, the amendment of which affected the contents of this Charter, the amended Listing Requirements or CA shall take precedent over the Board Charter.