Board Charter


1.0 INTRODUCTION

The primary objective of the Company's Board Charter is to set out the roles and responsibilities of the Board of Directors ("Board").

The Board has overall responsibility for overseeing the conduct of the Company business, corporate governance, investor relations, risk management practices and internal control.

In carrying out its functions, the Board shall discharge its duties and responsibilities vested in it, which include:-

In carrying out its duties, certain matters are specifically reserved for the Board's decision, including overall strategic direction, annual operating plan, capital expenditure plan, material acquisitions and disposals, material capital projects, monitoring the Group's operating and financial performance and reviewing key risks affecting the Company and its subsidiaries.

The Board will regularly review this charter and the term of reference of the Board Committees to ensure that they remain consistent with the Board's objectives and responsibilities, and relevant laws, regulations, guidelines and standards of corporate governance.


2.0 BOARD SIZE AND COMPOSITION

  1. The Board should comprise individuals with character, experience, integrity, competence and time to effectively discharge their role as company director. The composition and size of the Board is such that it facilitates the making of informed and critical decisions.
  2. The number of directors shall not be less than two (2) and not more than twelfth (12). The appointment of directors shall be recommended by the Nomination and Remuneration Committee ("NRC") and approved by the Board.
  3. At any one time, at least half of the Board members are independent directors.
  4. In reviewing the Board composition, the Board with the assistance from the NRC, will take into consideration all aspects of diversity including age, gender, ethnicity, skills, experience, independence and background of the Board members.
  5. The Board may appoint a senior independent director to whom shareholders' concerns can be conveyed if there are reasons that contact through the normal channels of the Chairman or the Chief Executive Officer ("CEO") have failed to resolve them.
    The Board shall appoint the senior independent director as the Chairman of the NRC, unless a better candidate is available.
  6. The positions of Chairman of the Board and CEO should be held by different individuals, and the Chairman must be a non-executive member of the Board. The Board must comprise a majority of independent directors where the Chairman of the Board is not an independent director.
    In the event that the positions of Chairman of the Board and CEO are held by the same person, the Company shall provide explanation and justification in the Annual Report of the Company.
  7. The Board shall endeavor to achieve 30% female directors by 2020. The Board through its NRC will take steps to ensure that women candidates are sought as part of the recruitment exercise.


3.0 POSITION DESCRIPTION

3.1 Chairman

a. The Chairman should:

  1. ensure the smooth functioning of the Board;
  2. act as facilitator at meetings of the Board to ensure that no directors, whether executive or non-executive, dominate discussion, that appropriate discussion takes place and that relevant opinion among directors is forthcoming;
  3. inculcate positive culture in the Board;
  4. ensure that all relevant issues are on agenda for Board meeting and all directors are able to participate fully in the Board's activities;
  5. ensure that the Board debates strategic and critical issues; and
  6. ensure that the Board receives the necessary information on a timely basis from management.
  7. lead the Board in establishing and monitoring good corporate governance practices in the Company; and
  8. ensure appropriate steps are taken to provide effective communication with stakeholders and their views are communicated to the Board as a whole.

b. The Chairman of the meeting shall have a second or casting vote in case of equality of votes, except where the quorum is made up of only two (2) Directors or where only two (2) Directors are competent to vote on the question in issue.


3.2 Chief Executive Officer (“CEO”)

a. The CEO should:

  1. be persons of high professional calibre, and unquestionable integrity;
  2. directly responsible for the day-to-day operations of the Company;
  3. familiar with the Company’s performance, the adequacy of internal controls, risk management and compliance with legal requirements as well as current matters and policies affecting the industry in general;
  4. devote full attention and time to his duties and responsibilities and be able to direct and supervise the Company effectively and responsibly; and
  5. at all times exercise professional skill, due care and diligence when performing his functions, exercising his powers or discharging his duties.

b. The key role of a CEO, amongst others, include:

  1. developing the strategic direction of the Company;
  2. ensuring that Board decisions are implemented and Board directions are responded to;
  3. providing directions in the implementation of short and long-term business plans;
  4. providing strong leadership; i.e. effectively communicating a vision, management philosophy and business strategy to the employees;
  5. keeping Board fully informed of all important aspects of the Company’s operations and ensuring sufficient information is distributed to Board members; and
  6. ensuring day-to-day business affairs of the Company are effectively managed.

The sound operation of the Company depends critically on its CEO. Thus, he must be able to devote his full attention and time to be able to discharge his duties and responsibilities effectively and diligently.

As the CEO is directly responsible for the day-to-day operations of the Company, he must be familiar with the operations of the Company, the state of internal controls, requirements of regulations, as well as current issues and policies affecting the industry in general. He must also have the necessary knowledge and professional competence in the conduct of the Company’s business.

In the absence of the CEO, the executive director who is fully acquainted with the Company’s affairs, is the person who will be directly responsible for the overall running of the Company.


3.3 Independent Director

An independent director should declare to the Company annually that he complies with the criteria as stated below:-

1) He is independent of management and free from any business or other relationship, which could interfere with the exercise of independent judgement or the ability to act in the best interest of the Company and-

    is not an executive director of the Company or any related corporation of the Company;
  1. has not been within the last 2 years and is not an officer (except as a non-executive director) of the Company;
  2. is not a major shareholder of the Company;
  3. is not a family member of any executive director, officer or major shareholder of the Company;
  4. is not acting as a nominee or representative of any executive director or major shareholder of the Company;
  5. has not been engaged as an adviser by the Company under such circumstances as prescribed by the Exchange or is not presently a partner, director (except as an independent director) or major shareholder, as the case may be, of a firm or corporation which provides professional advisory services to the Company under such circumstances as prescribed by the Exchange; or
  6. has not engaged in any transaction with the said Corporation under such circumstances as prescribed by the Exchange or is not presently a partner, director or major shareholder, as the case may be, of a firm or corporation (other than subsidiaries of the applicant or the listed corporation) which has engaged in any transaction with the said Corporation under such circumstances as prescribed by the Exchange.

2) An independent director should:

  1. provide and enhance the necessary independence and objectivity to the board;
  2. ensure effective checks and balances on the board;
  3. to mitigate any possible conflict of interest between the policy-making process and the day-to-day management of the Company;
  4. constructively challenge and contribute to the development of business strategy and direction of the Company; and
  5. to ensure that adequate systems and controls to safeguard the interests of the Company are in place.


3.4 Role of the Senior Independent Non-Executive Director

The duties of the Senior Independent Non-Executive Director shall include acting as a sounding board for the Chairman, an intermediary for other Directors when necessary, and the point of contact for shareholders and other stakeholders with concerns which have failed to be resolved or would not be appropriate to be communicated through the normal channels of the Chairman and/or CEO.


4.0 BOARD APPOINTMENT

4.1 Nomination

The Company should ensure that the directors and the CEO are of high calibre, sound judgment, high integrity and credibility as they are entrusted by the shareholders to manage and perform effectively.

All nominations of candidates for the positions of directors and CEO must be submitted to the NRC for consideration. The NRC shall base on the "Fit and Proper" standards as detailed hereunder before recommending the candidates to the Board for approval:-

Age limit

Work Experience

Qualifications

Personal Background

Competencies

Directorship

Directors should notify the Chairman of the Board before accepting any new directorship, including an indication of time that will be spent on the new appointment.

All nominations of candidates for the positions of directors and CEO must be submitted to the Nomination Committee for consideration.

4.2 Re-election

All directors are subject to retirement by rotation at least once in every three years and are eligible for re-election.

New Board members will only hold office until the next annual general meeting, and will then be eligible for re-election.

4.3 Retention/ Re-designation of an independent director

The tenure of an independent director should 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. The Board, upon recommendation of the NRC, shall justify and seek shareholders' approval in the event that it desires to retain a person who has served in that capacity for more than nine (9) years as an independent director.

If the Board continues to retain the independent director after twelfth (12) year, the Board shall provide justification and seek annual shareholders' approval through a two-tier voting process.


5.0 BOARD/MANAGEMENT AUTHORITIES

The Board shall have the authority to approve transactions or activities which are beyond the individual discretionary powers of senior officers or management committees delegated by the Board as per the Approving Authority limits stipulated in the relevant policy manuals of respective operating units subject to the provision of the Constitution of the Company.


6.0 BOARD COMMITTEES

a. The Board should establish and delegate certain duties to specialised Board Committees to oversee critical or major functional areas and to address matters, which require detailed review or in-depth consideration before tabling its recommendation to the Board.

b. The Board has established the following Board Committees which operate within their specific terms of reference:-

i. NRC

  1. To provide a formal and transparent procedures for the appointment of directors as well as annual assessment of effectiveness of individual directors, Board Committees and Board as a whole and key senior management officers.
  2. To provide a formal and transparent procedure for developing remuneration policy for directors and key senior management officers, and ensuring that compensation is competitive and consistent with the Company’s culture, objectives and strategy.

ii. Audit Committee
To provide independent oversight of the Company’s financial reporting and internal control system and ensure checks and balances within the Company, and to ensure financial statements comply with applicable financial reporting standards.
To review and assess the suitability and independence of external auditors.

iii. Risk Management Committee
To assist the Board in overseeing the risk management process within the Group, leading the Group's strategic direction in the management of the Group's business risks, establishing and implementing a risk management framework and reviewing the effectiveness of the risk management framework.

iv. Executive Committee ("Exco")
To assist the Board in the implementation of significant operational matters for the Company and its subsidiaries, reviewing proposals on acquisition or disposal of assets. The role of Independent Director(s) in the Exco is to provide check and balance to management decision making process.

The Board Committees will deliberate and examine issues in greater detail within their respective Terms of Reference and make their necessary recommendations to the Board, which retains full responsibility.

The Board may also delegate specific functions to ad hoc committees, a Director, employee or other person, as and when required.


7.0 BOARD PROCEDURES

  1. The conduct of directors will be consistent with their duties and responsibilities to the Company and, indirectly, to the shareholders. The Board will always act within any limitations imposed by the provisions of relevant laws and guidelines on its activities;
  2. The Directors will use their best endeavours to attend Board meetings. The Directors are expected to participate fully, and constructively in Board discussions and other activities and to bring the benefit of their particular knowledge, skills and abilities to the Board;
  3. The Directors who are not able to attend a meeting will notify the Chairman at an earlier date as possible and confirm in writing to the Secretary/Management;
  4. The Board discussions will be open and constructive, recognising that genuinely held differences of opinion could bring greater clarity and lead to better decisions. The Chairman will, nevertheless, seek a consensus of the Board but may, where considered necessary, call for a vote;
  5. All discussions and their record will remain confidential unless there is a specific direction from the Board to the contrary, or disclosure is required by law. Subject to legal and regulatory requirements, the Board will decide the manner and timing of the publication of its decisions; and
  6. The Directors are expected to strictly observe confidentiality of the Company’s information.


8.0 AUTHORITY

The Board shall within its terms of reference:

  1. have complete, adequate and timely information prior to Board meetings and on an ongoing basis;
  2. have the resources required to perform its duties;
  3. have full and unrestricted access to any information pertaining to the Company;
  4. have the authority to form Management / sub-committee(s) if deemed necessary and fit;
  5. have the authority to delegate any of its responsibilities to any person or committee(s) that is deemed fit;
  6. have direct communication channels with employees, senior management personnel and relevant external parties; and
  7. be able to obtain independent professional or other advice.


9.0 MEETINGS & MINUTES

Subject to the relevant laws and guidelines, the following should be observed by the Board:-

  1. the Board shall meet on a quarterly basis, but in any event, no less than once in every three (3) months, or whenever deemed necessary;
  2. individual directors must attend at least 50% of the Board meetings held in each financial year or such other percentage as may be prescribed by the Listing Requirements;
  3. the quorum of the meetings shall be met pursuant to the Constitution of the Company;
  4. the Board is also allowed to carry out the resolution by way of circulation;
  5. the participation of the director can be facilitated by means of video or telephone conferencing;
  6. Head of the respective division units and relevant management personnel may be invited to attend the Board meetings;
  7. The Company Secretary shall be appointed as Secretary of the Board Meeting and minutes of meetings shall be taken and documented; and
  8. Information should be supplied to the Directors at least five (5) days prior to the meeting in order for them to discharge their duties.

The Board meeting may be held and conducted through the telephone or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly.

Senior management and external independent advisors may be invited to attend the Board meetings or Committees as and when the need arises.


10.0 REMUNERATION OF DIRECTORS

  1. The Company aims to set remuneration at levels which are sufficient to a ttract and retain the Directors needed to run the Company successfully, taking into consideration all relevant factors including the function, workload and responsibilities involved, but without paying more than is necessary to achieve this goal.
  2. The level of remuneration for the executive directors is determined by the Remuneration Committee after giving due consideration to the compensation levels for comparable positions among other similar industry.
  3. Non-executive directors are entitled to participate in the Company's Employee Share Options Scheme (ESOS) subject to approval at a general meeting. Non-executive directors who participated in the ESOS are prohibited to sell, transfer or assign the shares within one (1) year from the date of offer of such options.
  4. No Director other than executive directors shall have a service contract with the Company.
  5. A formal independent review of the directors' remuneration is undertaken no less frequently than once every three (3) years.


11.0 TRAINING

  1. All Directors must attend and complete the Directors' Mandatory Accreditation Program pursuant to the Listing Requirements as prescribed by Bursa Malaysia.
  2. All Directors must abide by the Continuing Education Program requirement pursuant to the Listing Requirements.
  3. The Board or the NRC shall evaluates and determines the training needs of the Board members on a continuous basis.
  4. Training and seminar programs to be attended by the Directors must be relevant and useful in contributing to the effective discharge of their duties as Directors and sustain active participation in the Board deliberations.
  5. All Directors may request training programs on specific subjects to be arranged.


12.0 DECLARATION OF INTEREST/CONFLICT OF INTEREST

The Directors are required to inform the Board of conflicts or potential conflict of interest that may have in relation to particular items of business, arrangement or transaction. Subject to the provisions of relevant laws and guidelines, these Directors shall abstain from deliberation and determination of those matters.


13.0 INDEPENDENT ADVICE

The Directors shall have access to management and, as and when required. At the request of the Board, Management is obliged to supply in a timely manner, all relevant information to enable director to make sound business judgments and discharge their duties more effectively.

A director of the Company is entitled to seek independent professional advice at the Company's expense on any matter connected with the discharge of their responsibilities. Individual Directors may also obtain independent professional or other advice in furtherance of their duties, subject to approval by the Chairman or the Board, depending on the quantum of the fees involved.


14.0 BENEFICIAL INFLUENCE ON COMMUNITY

The Board has a continuing responsibility to the community to ensure that the Company’s activities are conducive towards promoting the economic well-being of its community and are in line with government’s economic objectives.


15.0 BOARD DIVERSITY POLICY

The Board acknowledges the importance of boardroom diversity and the recommendation of the Malaysian Code on Corporate Governance pertaining to the establishment of a gender diversity policy.

The Company adopts a policy of non-discrimination on the basis of race, age, religion and gender. Thus, the Board encourages a dynamic and diverse composition by nurturing suitable and potential candidates equipped with competency, skills, experience, character, time commitment, integrity and other qualities in meeting the future needs of the Company.


16.0 STRATEGIES AND POLICIES

The Board oversees the Company’s Strategies and Policies as a whole. This includes the Code of Ethics and Conduct (Appendix A), Whistleblowing Policy (Appendix B), Succession Planning Policy (Appendix C) and other significant policies recommended under MCGG.

The Code of Ethics and Conduct promotes ethical values and standards in the workplace while ensuring appropriate internal systems are in place to support, promote and ensure its compliance.

The Whistleblowing Policy sets the appropriate communication channels to facilitate whistleblowing by employees, customers, suppliers and other stakeholders.

The Succession Planning Policy ensures the continuity of Management and leadership in the Company.


17.0 REVIEW OF THE BOARD CHARTER

This Charter and the Terms of Reference of each Committee established by the Board shall be periodically reviewed and updated by the Board taking into consideration the needs of the Group as well as any development in rules and regulations that may have an impact on the discharge of the Board's duties and responsibilities.