The Board Charter sets out the duties, responsibilities, functions and code of ethics of the Board, as far as possible, it is accordance with the principles and practices of good corporate governance of the Malaysian Code on Corporate Governance 2017 (“Code”) issued by the regulatory authorities for the Directors to apply in all their dealings on behalf of the Group.
The Board derives its authority to act from the Constitution of the Company (“Constitution”) 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 and is available at the Company’s website.
Subject to the Company’s Constitution, 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, independence and other aspects of diversity.
The Board may from time to time elect a Chairman from among its members as provided by the Constitution.
The Chairman is responsible for:-
- The orderly conduct of Board meetings and discussions
- Setting the right tones from the top so that the Board can perform its responsibilities effectively
- Ensuring that members have access to relevant information on a timely manner
- Ensuring effective communication with shareholders and relevant stakeholders
- Leading the Board in establishing and monitoring good corporate governance practices in the company
The Chairman leads the Executive Directors, to chart the strategic direction for the achievement of the Company Goals.
The roles of the Chairman and the Group Executive Director/ Chief Executive Officer are separate and clearly defined and the positions are individually held by two (2) persons to ensure a balance of power and authority.
Group Executive Director/Chief Executive Officer
The role of the Group Executive Director and Chief Executive Officer is to oversee the day to day management of the Group’s business and implementation of Board decisions. He is responsible for making and implementing operational and corporate decisions, overall planning, creating, implementing and integrating strategic decision of the Group.
Senior Independent Director
The Senior Independent Director shall serve as a designated contact to whom concerns pertaining to ELK-Desa Resources Group may be conveyed by shareholders and other stakeholders.
The duties of a Senior Independent Director include the following:-
- Acts as sounding board to the Board Chairman. He/she will offer counsel on matters such as Board dynamics and concerns of stakeholders.
- Serves as intermediary for others directors, especially when matters that may not be appropriately raised in open forum or with the chairman directly.
- Provides leadership support and advice to Board in the event Board is undergoing period of stress.
- Leads in succession planning
- Leads in annual review of the Board, Board Committees and individual directors
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 redesignation 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.
There shall be at least one (1) female Director in the Board Composition.
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. In identifying candidates for appointment of directors, the Nomination Committee will not solely rely on recommendations from existing Board members, Senior Management or major shareholders of their contacts in the related industries. The Nomination Committee could utilize independent sources for sourcing suitable qualified candidates.
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 directorships held by any Board member at any one time shall not exceed five (5) in listed companies. The office of any Director shall become vacant if he/she is absent from more than fifty (50) per centum of the total Board meetings held during a financial year.
The Directors to retire at the Annual General Meeting in every year shall be in the manner as governed by the Company’s Constitution 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.
Role of the Board
The role of the Board are:
To encourage and promote together with the Management the practices of good corporate governance within the Group which include ethical and responsible decision making;
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 consider and approve matters in regards to corporate policies, material investment and acquisition/disposal of assets not in the ordinary course of business;
To identify the corporate principal risks, set the risk appetite and ensure there is a sound framework for internal control and risk management, 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.
There is a schedule of matters reserved specifically for the Board’s decision and approval which may include but shall not be limited to the following:-
- Annual financial budgets
- Annual and quarterly financial statements after taking into consideration of the recommendation of the Audit Committee for release
- Bad debts to be written off and adequacy of the provisions of doubtful debts
- Dividend and other distribution recommendations and payment
- Changes to the composition of the Board and Board Committees
- Appointment of external auditors and their fees
- Authorisation of amendment to Constitution of Company
- Major and material announcement other than general administrative announcement to be released to Bursa Malaysia Securities Berhad
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 appointment of the Company Secretary or Joint Secretaries shall in accordance with the Companies Act 2016 (“ACT”) be appointed by the Board for such term and conditions.
The role of the Company Secretary includes:-
- Assist the Chairman in the preparation for, and conduct of, meetings
- Ensures proper upkeep of statutory registers and records of the Company
- Attend Board, Board Committee and general meetings, and ensure the proper recording of minutes
- Advise the Board and Management on corporate governance issues
- Ensure compliance of Listing and statutory obligation under the Act, Bursa Malaysia Securities Berhad Main Market Listing Requirements and Capital Market and Services Act 2007 and other relevant guidelines.
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.
Code of Conduct and Ethics
The Board is committed to its role in establishing good ethical conduct for the Group. In relation thereto, the Board has approved a Company Code of Conduct which commits the Group to ethical values and standards of conduct expected of the Group. It is based upon several principles contained in various policies adopted by the Group and gives guidance on how Directors, management and employees should apply to the Group’s businesses and activities.
In addition, the Directors are requi red to 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 Conducts may be raised through the Whistleblowing Channel and shall be investigated. Failure to observe the Code of Conducts and Ethics may result in disciplinary actions, including, where appropriate, termination of employment or appointment.
The Board has formalised a whistleblowing policy which provides a channel for parties to provide information on frauds, wrong doings and non-compliance of regulations and procedures by an employee or a management staff of the Group.
The whistleblowing blowing programme is governed by the Group’s whistleblowing policy and overseen by the Audit Committee. It allows the whistleblower to voice such concerns with complete confidentiality, knowing that the people who can address these issues are appropriately informed.
The whistleblower’s identity is always kept confidential and is protected against any form of reprisal or retribution. The Board will be notified and updated on investigation of any concern raised.
Directors and Officers Liability Insurance
To the extent as permitted by the legislative law, the Company will provide Board Members and will pay the premiums for such indemnity and insurance cover while acting in their capacities as directors and officers of the Company. Provided always that such wrongful acts occur in good faith and not as a result of dishonesty, fraud, insider trading, malicious conduct, fines, penalties, liabilities arising from intentional breach of contract and punitive damages.
Induction and Training
In addition to the Mandatory Accreditation Programme as required by Bursa Malaysia Securities Berhad, the Directors are encouraged to attend various training programmes which are relevant to the Company’s business and operations.
The Company will, on an on-going basis, at the Company’s expense, organize trainings programs to ensure Directors are acquainted with the latest development to equip themselves with the relevant knowledge and ideas to discharge their duties and sustain active participation during Board deliberations.
The Directors will disclose the trainings they have attended during a financial year in the Company’s Annual Report.