The Board Charter sets out the roles, duties and responsibilities as well as the composition and processes to enable all Board members to be aware of their duties and responsibilities, and to effectively discharge their role as directors of the Company.
The Board derives its authority to act from the powers of the Board contained in the Articles of Association of the Company, the Companies Act 1965, regulatory guidelines and requirements in Malaysia.
The composition of the Board will reflect the wide range of business, commercial and financial experience essential in the management and direction of the Company.
The Company`s Articles of Association allow a minimum of two (2) directors. It is important for the Board to keep its size at a reasonable level. The Board shall, from time to time, examine its size with a view towards determining the impact of its number upon its effectiveness.
Chairman, Vice Chairman and Chief Executive Officer
The Chairman is elected by the Board members to provide leadership at Board level and represents the Board to the shareholders. The Chairman must be a non-executive member of the Board.
The Vice Chairman may be elected by the Board members in an executive role to work alongside the Chief Executive Officer.
The Chief Executive Officer provides executive leadership and have overall responsibility for the operational activities of the Group and implementation of the Board`s policies, strategies and decisions. The Chief Executive Officer is appointed by the Board on recommendation of the Remuneration and Nomination Committee.
The positions of Chairman of the Board, Vice Chairman and Chief Executive Officer should be held by different individuals to ensure that there is a balance of power and authority.
Independence of Director
Pursuant to the ACE Market Listing Requirement of Bursa Malaysia Securities Berhad, the Company must ensure that at least two (2) directors or 1/3 of the Board, whichever is higher, should be independent directors. The Board reviews and assesses the independence of each independent non-executive director annually, based on criteria adopted for assessing the independence of directors. A director is considered to be independent if he satisfies the provisions of the Listing Requirements and standards adopted by the Company from time to time.
The Board considers directors to be independent where they are independent of management, the major shareholders and free from any business or other relationship that could materially interface with the exercise of their independent judgement.
Appointment and re-election
The appointment of directors is the responsibility of the full Board. In the deliberation process, the Board will take into account the integrity, professionalism, competency, knowledge expertise and experience of the proposed candidates.
In accordance with the Company`s Articles of Association, all new directors are subject to re-election at the Annual General Meeting following their first appointment. At each Annual General Meeting, one-third (1/3) of the directors or if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3), shall retire by rotation from office and seek re-election. All directors shall retire from office once at least every three (3) years but shall be eligible for re-election. Re-appointments are not automatic and the directors who retire are to submit themselves for re-election by shareholders at the Company`s Annual General Meeting.
In addition, directors whose age are seventy (70) years and above are required to submit themselves for re-appointment annually in accordance with the Companies Act, 1965.
Retention/re-designation of an Independent Director with cumulative term of more than nine (9) years
The Board should ensure that the tenure of an independent director should not exceed a cumulative term of nine (9) years. The nine (9) years can be a consecutive or cumulative service of nine (9) years. Upon completion of the nine (9) years, the independent director may continue to serve on the Board subject to the director`s re-designation as a non-independent non-executive director. However, the Board must justify and seek shareholders` approval in the event it retains an independent director, a person who has served in that capacity for more than nine (9) years.
Role of Board
The Board`s role and responsibilities include, amongst others, the following:-
- Oversee the conduct of the Group`s business and determine the Group`s overall long term direction and business objective;
- Review the Group`s strategic direction, annual operating plan and overall business affairs;
- Oversee and monitoring the Group`s on-going performance;
- Adopt performance measures to monitor the Company`s performance and build sustainable value for shareholders in accordance with any duties and obligations imposed;
- Ensure high standards of ethics and corporate behaviour in the conduct of business;
- Review the adequacy and the integrity of the internal control system and ensure that the Company`s maintains a sound system of internal controls and risk management policies to safeguard the Group`s assets;
- Establish and implement appropriate policies and procedures that govern management conduct, monitoring of performance and succession planning;
- Review, evaluate and approve any material acquisitions and disposals of undertakings and assets in the Group; and
- Establish and oversee succession planning for key positions.
Role of Chairman
The Chairman is required, amongst others, to:-
- Ensure the smooth functioning of the Board;
- Facilitate all meetings of the Board to ensure appropriate level of interaction takes place and that relevant opinion among Directors is forthcoming;
- Ensure a balance composition of skills, knowledge and experience within the Board and inculcate positive culture in the Board;
- Ensure the integrity and effectiveness of the governance process of the Board; and
- Represent the Board to shareholders.
Role of Vice Chairman
The Vice Chairman is required, amongst others, to:-
- Assist the Chairman on the smooth function of the Board;
- Chair and conduct the EXCO meetings if an EXCO is set up by the Board; and
- Maintain regular contact and dialogue with the Chief Executive Officer, Chief Financial Officer and/or Executive Directors over all operational and financial matters.
Role of Chief Executive Officer
The Chief Executive Officer is accountable to the Board, amongst others, for the following, to:-
- Be responsible for the day-to-day operations of the Company and ensure that the Company has an effective management team and structure, management development program and succession plans;
- Implement the strategies, objectives and decision of the Board within the framework of delegated authorities, values and policies of the Company;
- Develop and recommend to the Board the long term strategy and vision of the Company, the annual business plans, actions plans and risk management policies;
- Serve as a chief spokesperson of the Company and Group;
- Ensure the effective internal and Group controls and governance are deployed; and
- Recommend management structure and operating authority levels which include delegation of responsibility to management.
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:-
- Audit Committee
- Nomination Committee
- Remuneration Committee
- EXCO Committee
- ESOS Committee
The committees shall operate under their respective terms of reference as approved by the Board. The terms of reference also outline the powers and authority delegated to these committees.
The Board may also delegate specific functions to ad hoc committees as and when required.
Board meetings will be conducted at least on a quarterly basis. The Company Secretary shall in advance prepare and distribute to all directors a timetable for the meetings for a year. Apart from the pre-scheduled board meetings, the Board may for urgent matters, convenes an emergency/special board meeting at any time during the year.
Notice of meeting setting out the agenda and accompanied by the relevant board papers are distributed to the directors in sufficient time to enable the directors to peruse the matters to be deliberated. Important matters that are reasonably expected to have a material effect on the price, value or market activity of the Company`s shares may be discussed at the meeting without materials being distributed prior to the meeting. Board papers are presented in a consistent, concise and comprehensive format, and include, where relevant to the proposal put forward for the Board`s deliberation, approval or knowledge, progress reports on the Group`s operations and detailed information on corporate proposals, major fund raising exercises and significant acquisitions and disposals.
The quorum necessary for the transaction of business shall be two (2) directors.
Questions arising at any Board meeting shall be decided by a majority of votes, each director having one (1) vote. In case of equality of votes, the Chairman shall have a second or casting vote except when only two (2) directors present or competent to vote at the meeting, in which event the Chairman shall not have a second or casting vote and the resolution in question shall not be carried.
Board Members are expected to make every effort to attend Board meetings and prepare thoroughly to be able to provide constructive input on matters for discussion and decision.
The Board shall have unrestricted access to the Company`s information and records.
The directors are entitled to obtain independent professional advice at the Company expense in order to discharge their duties effectively.
For the purposes of this section, independent professional advice shall include advice sought from legal experts, accountants or other professional advisors and consultants.
The Board shall maintain an effective communications policy that enables both the Board and management to communicate effectively with shareholders, stakeholders and the general public.
It is the role of the Board to ensure that Annual General Meeting (AGM) and Extraordinary General Meeting (EGM) of the Company are conducted in an efficient manner and serve as crucial mechanisms in shareholder communications. Key ingredients behind this include the supply of comprehensive and timely information to shareholders and the encouragement of active participation at the AGM and EGM. The Board shall focus its efforts on the following practices to enhance the effectiveness of General Meeting:-
- Ensure that each item of special business included in the notice is accompanied by a full explanation of the effects of the proposed resolution;
- Ensure that the Chairman provides reasonable time for discussion at the meeting
- Ensure that there is a channel of communication through the Company Secretary on feedback and queries from shareholders
- Ensure the Chairman of the Board is the Chairman for all General Meetings
The Board believes that management speaks for the Group. Individual Board members may, from time to time at the request of the management, meet or otherwise communicate with various constituencies that are involved with the Group.
The Board observes the Company Directors` Code of Ethics formulated by the Companies Commission of Malaysia.
Review of Board Charter
The Board Charter will be reviewed periodically and updated in accordance with the needs of the Group and any new regulations that may have an impact in discharging the Board`s responsibilities.
This Charter was adopted by the Board on 15 May 2014.