The main 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 of their duties and responsibilities as Board members discharge its responsibility directly and through Committees.
At least two (2) or one-third of the total number of directors on the Board, must be independent directors. The Company’s Constitution provides for a minimum of two directors and a maximum of fifteen. The appointment of directors shall be recommended by the Nomination & Remuneration Committee and approved by the Board. The Board must comprise a majority of independent directors. The tenure of an independent director not exceed a cumulative term of nine (9) years. Upon completion of the nine (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 nine (9) years as an independent director of the Company. Two tier voting process will be applied in the Annual General Meeting for retaining any Independent Director serving beyond twelve (12) years.
APPOINTMENT AND RE-ELECTION
The appointment of a new director is for the consideration and decision by the full Board, upon the recommendation from the Nomination & Remuneration Committee. 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. In accordance with the Constitution of the Company, all the Directors shall retire from office once at least in each three (3) years, but shall be eligible for re-election. A retiring Director shall retain office until the close of the meeting at which he retires. All the retiring Directors will abstain from deliberations and decisions on their own eligibility to stand for re-election at the Board Meeting.
The assessment criteria for independence shall not be limited to the length of service of an independent director but rather particular emphasis is placed on the role of independent directors to facilitate independent and objective decision making in the Company.
The independent directors of the Company have no family relationship with any director and/or substantial shareholders of the Company and directorship in the Company/does not give rise to any conflict of interest situation and do not assist the Company on any operational matters of the Group and they are in compliance with the criteria of independence as set out in Chapter 1 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“MMLR”)
ROLE OF THE CHAIRMAN
The Chairman carries out a leadership role in the conduct of the Board and its relations with the shareholders and other stakeholders. The Chairman is primarily responsible for:
- representing the Board to shareholders and to chair and to ensure the efficient organization and conduct of the Board and/or meeting of the shareholders;
- ensuring the integrity of the governance process and issues;
- maintaining regular dialogue with the Executives Director over all operational matters and consulting with the remainder of the Board promptly over any matters that gives him/her cause for major concern;
- functioning as a facilitator at meetings of the Board to ensure that no member dominates discussion;
- guiding and mediating Board actions with respect to organizational priorities and governance concerns; and
- performing other responsibilities assigned by the Board from time to time.
The Board has four Board Committees with their specific Terms of Reference to assist in discharging its responsibilities:
- Audit Committee
- Nomination & Remuneration Committee
- Risk Management Committee
Independent and Non-Executive Directors play a leading role in these Committees. The Management and third parties are co-opted to the Committees as and when required.
The Board shall meet at least four (4) times a year and has a formal schedule of matters reserved for the Board to decide. Additional Board meetings are held as and when required. Notice of meetings and business to be conducted shall be given to members of the Board at least seven (7) days prior to the meeting.
A full agenda together with the relevant Board papers are circulated to all the Directors which include amongst others, the following:
- Quarterly financial report and report on the Company’s cash and borrowing positions;
- Reports and Minutes of meetings of all Committees of the Board;
- A current review of the operations of the Company and budget;
- Board Circular Resolutions for notation;
- Company’s announcements for notation;
- Directors’ share dealings; and
- Annual Management Plans.
Unless varied by any terms of reference, meetings and proceedings of the Board will be governed by the Company’s Constitution.
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.
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 was assessed on an annual basis with the use of board matrix, questionnaires and other evaluation forms, the size, composition, mix of skills, experience, competencies of the existing Board, the individual Directors, the independence and tenure of the Independent Directors, and the effectiveness of the Board and the Board Committees, to identify gaps in the Board composition and the needs to identify and select new members to the Board or Board Committees.
In addition to the mandatory programmes required by the Bursa Securities, the Board members are encouraged to attend any other training programmes conducted by professional(s) body(s) and which are relevant to the Company’s operations and business. 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 right to access to information pertaining to the Group’s business and affair 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.
The Board has also put into place a procedure for Directors, whether as a full Board or in their individual capacity, to take independent professional advice at the Company’s expense, if necessary.
All Directors have access to the advice and services of the Company Secretary 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 financial statements and announcements issued by the Company within the stipulated timeframe.
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 and statutory 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 accounting standards.
THE COMPANY SECRETARY
The appointment or removal of Company Secretary of the Board shall be the prerogative of the Board. Company Secretary has an important 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, MMLR, the Securities Commission guidelines and other relevant legislation and regulatory authorities.
In addition, proper maintenance of the Group’s statutory records, register books and documents are essential in assisting the Board to achieve the spirit and intent of good corporate governance beside ensuring proper conduct at the Annual General Meetings, Extraordinary General Meetings, Board Committees’ Meeting and any other meetings and the preparation of minutes thereat.
INVESTOR RELATIONS AND SHAREHOLDERS COMMUNICATION POLICY
The Board should ensure timely release of all major developments, financial performance and other relevant information affecting the shareholders’ interests by promptly disseminating such information to shareholders and investors via announcements to Bursa Securities.
The Board shall maintain appropriate corporate disclosure policies and procedures which are in compliance with the MMLR of ensuring transparency, through dialogue with analysts and the media.
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 necessary.