The Board Charter sets out the duties, responsibilities, functions and code of ethics of the Board in accordance with the principles of good corporate governance set out in guidelines such as the Malaysian Code on Corporate Governance 2012 (“Code”) issued by the regulatory authorities.
The Board derives its authority to act from the Memorandum and Articles of Association (“M&A”) of the Company and the laws and regulations governing the companies in Malaysia.
Board of Directors
The Board should be led by Directors who have the experience and background necessary to serve effectively on the Board and its committees, which may include financial, technical, business and other expertise as determined by the Board.
The Board delegates some of its function to the Committees of the Board which operate within clearly defined terms of reference with a view to assist in the fulfillment of its responsibilities.
Chairman of the various Committees reports to the Board with recommendations on all matters considered at its meeting. Minutes of each Committee meeting are also circulated to the Board.
The Board Committees established are as follows:-
- Audit Committee
- Nomination Committee
- Remuneration Committee
The respective Committees' term of reference are reviewed by the Board on an annual basis.
Subject to the Company's M&A, the Board size will be set by the Board based on the recommendation of the Nomination Committee. The specific number of Board members will be reviewed from time to time with the objective of maintaining the right mix of skills, experience, expertise and independence.
Separate Roles of Chairman and Group Executive Director
The roles of the Chairman and Group Executive Director are separate and clearly defined and the positions are individually held by two (2) persons to ensure a balance of power and authority.
The Chairman is responsible for the orderly conduct and working of the Board and for ensuring that members have access to relevant information on a timely manner, whilst the Group Executive Director is responsible for overseeing the day to day management of the Group's business operations and implementation of Board decisions.
Group Executive Director
The Group Executive Director is involved in the day-to-day management of the Company. He is responsible for making and implementing operational and corporate decisions as well as developing, coordinating and implementing business and corporate strategies.
Non-Executive Directors contribute knowledge and experience towards the formulation of policies and in decision-making process. They could provide the relevant checks and balances, focusing on shareholders' and other stakeholders' interests and ensuring that high standards of corporate governance are applied.
They play the role of check and balance, to question the Management constructively and to monitor the deliverables of business objectives and plan set by the Board. They are free to interact with the Management at all levels as well as with the external and internal auditors, engage outsourced professional advisory function on any matters regarding the overseeing of the business and operations.
In line with the recommendations of the Code, the tenure of independent directors should not exceed a cumulative term of nine years. Upon completion of the nine years, an independent director may continue to serve on the Board subject to the director's re-designation as a non-independent director. The nine years can either be a consecutive service of nine years or a cumulative service of nine years with intervals.
Notwithstanding this, the independent directors may continue to serve as a member of the Board, if the Nomination Committee concludes and the Board concurred that the director is able to exercise independent judgement after nine years of service, subject to shareholders' approval for his/her re-election upon retirement by rotation or re-appointment pursuant to Section 129 of the Companies Act, 1965.
Appointment and Re-election
The appointment of a new Director is a matter for consideration and decision by the full Board, upon the recommendation from the Nomination Committee. In making these recommendations, the Nomination Committee will be guided by the professionalism, integrity, expertise and experience of the candidate.
The new Director is required to commit sufficient time to attend to the Company's meetings/matters before accepting his/her appointment to the Board.
The Directors to retire at the Annual General Meeting in every year shall be in the manner as governed by the Company's Articles of Association provided always all Directors shall retire from office at least once in each three (3) years. A retiring Director shall be deemed to have offered himself/herself for re-election unless he/she has given notice in writing to the Company that he/she is unwilling to be re-elected or prohibited by the Act to be re-elected.
The principal responsibilities of the Board are:
To set the objectives, strategies and goals for the Group with a view to maximise shareholder value;
To oversee the conduct of the Group's businesses and evaluate whether or not the businesses are being properly managed;
To carry out periodic review of the operation and financial performance;
To consider and approve matters in regards to corporate policies, material investment and acquisition/disposal of assets;
To identify the principal risks and ensure implementation of appropriate systems to manage these risks;
To review the adequacy and the integrity of the Group's internal control systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines;
To evaluate the performance of Directors and Board Committee members and, where appropriate, replace any underperforming Directors;
To determine the remuneration of Executive Directors and Non-Executive Directors of the Group, with the individuals concerned abstaining from discussions of their own remuneration;
To develop and implement an investor relations programme to communicate with shareholders and potential investors;
To ensure that the Group adheres to the high standards of ethics and corporate behavior.
Access to Information and Independent Advice
Directors shall have access to all information within the Group 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 shall have access to the advice and services of the Company Secretary in carrying out their duties and are able to take independent professional advice at the Company's expense, if necessary.
The Board is scheduled to meet at least 4 times a year at quarterly intervals, with additional meetings to be convened whenever required between the scheduled meetings. In exceptional circumstances, Board approvals are sought via circular resolutions, which are supported with sufficient information required to make an informed decision.
Agenda and Board papers will be circulated to the Board prior to the Board meetings so as to give the Directors time to consider and deliberate on the issues to be raised at Board meetings.
Chairman of each Board Committees will report to the Board on matters deliberated by the committees which require the Board's attention and approval.
Directors' Code of Ethics
The Directors observe a code of ethics in accordance with the Company Directors' Code of Ethics established by the Companies Commission of Malaysia.
Directors who learn of or suspect that a violation of the Code of Ethics has occurred or is likely to occur must immediately report the violation to the Chairman. Issues regarding the Group's financial statements, financial reporting, accounting, auditing matters or internal controls should be reported to the Chairman of the Audit Committee.
Alleged violations of the Code of Ethics shall be investigated and may result in discipline and other action at the discretion of the Board, including, where appropriate, removal from the Board.