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’s
business, corporate governance, investor relations, risk management practices and
internal control.
In carrying out its functions whilst supportive of management, the Board shall
discharge its duties and responsibilities vested in it, which include:-
- together with senior Management, promote good corporate governance culture
within the company which reinforces ethical, prudent and professional behaviour;
- review, challenge and decide on Management’s proposals for the Company, and
monitor its implementation by Management;
- ensure that the strategic plan of the company supports long-term value creation
and includes strategies on economic, environmental and social considerations
underpinning sustainability;
- supervise and assess management performance to determine whether the
business is being properly managed;
- ensure there is a sound framework for internal controls and risk management;
- understand the principal risks of the company’s business and recognise that
business decisions involve the taking of appropriate risks;
- set the risk appetite within which the Board expects Management to operate and
ensure that there is an appropriate risk management framework to identify,
analyse, evaluate, manage and monitor significant financial and non-financial
risks;
- ensure that senior Management has the necessary skills and experience, and
there are measures in place to provide for the orderly succession of Board and
senior Management;
- ensure that the Company has in place procedures to enable effective
communication with stakeholders;
- ensure that all its directors are able to understand financial statements and form
a view on the information presented; and
- ensure the integrity of the Company’s financial and non-financial reporting.
[G1.1 of MCCG]
[Refer item 4]
Directors are expected to:
- be aware of the environment the Group is operating in;
- exercise reasonable care, skill and diligence by:
- applying the knowledge, skill and experience which may reasonably be
expected of a Director having the same responsibilities;
- apply any additional knowledge, skill and experience which the Director has;
and
- and avoid undeclared conflict of interest situations;
- understand their oversight role, including the exercise of independent and
objective judgment in decision making;
- commit and devote sufficient time and efforts in discharging their duties
responsibly;
- contribute actively in Board discussion and deliberations of issues by providing sound advice based on the Directors’ experience and specific expertise they
bring to the Board; and
- ensure key transactions or critical decisions are deliberated and decided on by
the Board in a meeting and ensure the basis for those decisions made, including
any dissenting views are made known and properly minuted; and
- attend regular training programmes in order to be apprised of changes in
regulatory requirements the Directors and the Group are subjected to.
2.0 BOARD SIZE AND COMPOSITION
- 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.
- 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
Committee and approved by the Board.
- At any one time, at least half (1/2) of the Board members are independent
directors.
- With the assistant from the Nomination & Remuneration Committee, the Board will
take into consideration all aspects of diversity (including age, gender, ethnicity,
skills, experience, independence and cultural background) and the tenure of
each director on the Board [G5.1 of the MCCG]
- 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 of the Board or the Managing Director (“MD”)/Chief
Executive Officer (“CEO”) have failed to resolve them.
The Board shall appoint the senior independent director as the Chairman of the
Nomination Committee, unless a better candidate (independent director) is
available. [5.8 of the MCCG]
- The positions of Chairman of the Board and MD/CEO should be held by different
individuals, and the Chairman must be a non-executive director. 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 MD/CEO are held
by the same person, the Company shall provide explanation and justification in
the Annual Report of the Company.
- The Board acknowledges the importance of boardroom diversity and the
recommendation of the Malaysian Code on Corporate Governance pertaining to
establishment of a gender diversity policy.
With the assistance from the Nomination Committee, the Board will take into
consideration all aspects of diversity (including age, gender, ethnicity, skills,
experience, independence and cultural background) and the tenure of each
director on the Board when reviewing the Board composition.
The Board shall endeavour to achieve 30% female directors by 2023 bring in a
diversity of perspectives and encourage women participation during Board
deliberation and decision-making process. [G5.9 & G5.10 of the MCCG].
3.0 POSITION DESCRIPTION
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3.1 CHAIRMAN OF THE BOARD
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a. The Chairman provides effective leadership in ensuring the effectiveness of
the Board. The Chairman should:
- ensure the smooth functioning of the Board;
- 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;
- inculcate positive culture in the Board;
- ensure that all relevant issues are on agenda for Board meeting and
all directors are able to participate fully in the Board’s activities;
- ensure that the Board debates strategic and critical issues;
- set the board agenda and ensure that the Board receives complete
and accurate information on a timely basis from management;
- lead the Board in establishing and monitoring good corporate
governance practices in the Company;
- ensure appropriate steps are taken to provide effective
communication with stakeholders and their views are communicated
to the Board as a whole;
- manage the interface between the Board and Management; and
- encourage active participation and allowing dissenting views to be
freely expressed.
[G1.2 / 1.6 of the MCCG]
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.
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3.2 CHIEF EXECUTIVE OFFICER (“CEO”)
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a. The CEO should:
- be a person of high professional calibre, and unquestionable integrity;
- directly responsible for the day-to-day operations of the Company;
- 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;
- devote full attention and time to his duties and responsibilities and be
able to direct and supervise the Company effectively and responsibly;
and
- 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:
- developing the strategic direction of the Company;
- ensuring that Board decisions are implemented and Board directions
are responded to;
- providing directions in the implementation of short and long-term
business plans;
- providing strong leadership i.e. effectively communicating a vision,
management philosophy and business strategy to the employees;
- keeping Board fully informed of all important aspects of the
Company’s operations and ensuring sufficient information is
distributed to Board members; and
- 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 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.
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3.3 INDEPENDENT DIRECTOR
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1) An independent director is independent of management and free of any
business or other relationships that could materially interfere with or could
reasonably be perceived to materially interfere with, the exercise of their
unfettered and independent judgement, and who otherwise meet the
criteria for independence. [ID’s definition of MMLR]
2) The independent directors must give effect to the spirit, intention and
purpose of the definition of an independent director which enumerated out
in the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia
Securities Berhad (“Bursa Securities”).
3) An independent director should:
- provide independence judgement, experience and objectivity a
without being subordinated to operational considerations to mitigate
any possible conflict of interest between the policy-making process
and the day-to-day management of the Group.
- ensure effective checks and balances on the Board and carry
significant weight in the decision-making process of the Board;
- constructively challenge and contribute to the development of business strategy and direction of the Company to ensure the
interests of all shareholders, and not only the interest of a particular
fraction or group, are indeed taken into account by the Board and that
the relevant issues are subjected to objective and impartial
consideration by the Board; and
4) With the assistance of the Nomination Committee, the Board undertakes to
assess the independence of the independent directors on an annual basis
upon re-appointment or when any new interest or relationship develops.
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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 the CEO.
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4.0 GENERAL ROLES AND RESPONSIBILITIES
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The roles and responsibilities of the Board shall, amongst others, include the
following
-
Reviewing the code of conduct of the Group and implementing appropriate
internal systems to support, promote and ensure its compliance;
- Reviewing and adopting a sustainable strategic business development plan for
the Group. The Board shall take appropriate action to ensure they stay abreast
with and understand the sustainability issues relevant to the Company and its
business, including climate-related risks and opportunities, and ensure that the
Company’s sustainability strategies, priorities and targets as well as performance
against these targets are communicated to its internal and external stakeholders;
- Regularly evaluating economic, environmental, social and governance issues
and any other relevant external matters that may influence or affect the
development of the business or the interests of the shareholders to ensure the
Group's strategies promote sustainability;
- Overseeing the conduct of the Group's business and to evaluate whether the
business is being properly managed;
- Establishing a sound risk management framework to review the procedures of
identifying the main risks associated with the Group's businesses, to implement
or ratify appropriate systems to manage the risks and to monitor the internal
control systems from time to time;
- Promoting a good corporate governance culture within the Group which
reinforces ethical, prudent and professional behavior with the key senior
management, including code of conduct and ethics, policies and procedures on anti-corruption, whistleblowing, managing conflict of interest, managing material
sustainability risks, and policy on board diversity including gender diversity;
- Reviewing, constructively challenging and making decision on the investment/
development proposals of the Group and monitoring the implementation of these
proposals;
- Selecting, appointing and evaluating the performance and succession planning
of the MD/CEO from time to time through the assistance/guidance of the NRC;
- Reviewing the procedures for appointment of key senior management and
ensuring the succession planning of the key senior management is in place;
- Establishing an internal audit function which reports directly to the Audit
Committee (“AC”);
- Promoting effective communication and proactive engagements with the
shareholders and/or other stakeholders of the Group;
- Reviewing the adequacy and integrity of the Group’s management information
and internal control systems and ensuring there is an adequate group wide
framework for co-operation and communication between the Company and its
subsidiaries to enable it to discharge its responsibilities including oversight of
group financial and non-financial performance, business strategy and priorities,
risk management including material sustainability risks, and corporate
governance policies and practices;
- Ensuring all Board members have access to information, advices and
appropriate continuing training programmes;
- Reviewing and approving the Group’s remuneration policies and procedures to
attract and retain directors and key senior management;
- Ensuring there is a formal and transparent corporate disclosure policies and
procedures, including but not limited to on anti-corruption and whistle-blowing in
identifying and combating illegal, unethical and questionable practices within the
Group;
- Encouraging the usage of information technology when communicating with the
Group’s shareholders and/or other stakeholders;
- Taking reasonable steps to encourage the shareholders' participation and voting
by poll at general meetings of the Company/Group;
- Undertaking an annual assessment on the INEDs; and
- Ensuring the integrity of the Group’s financial and non-financial reporting.
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5.0 BOARD APPOINTMENT
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5.1 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 Nomination Committee for consideration. The Nomination
Committee shall apply the “Fit and Proper” standards as detailed hereunder
before recommending the candidates to the Board for approval:-
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Age limit
- In accordance with the Malaysian Companies Act 2016.
Work Experience
- Have been in senior management position.
- Good track record of managing a successful and profitable organisation.
Qualifications
- Degree, Professional qualification or equivalent or with the requisite years of
relevant work experience.
Personal Background
- A person of good character and high integrity and credibility.
- Not a bankrupt and has never been engaged in deceitful/oppressive/improper
business practices.
- Has not been engaged/associated or had conducted himself in a manner
which may cast doubt on his fitness, competence and soundness of
judgment.
- Has not contravened any provision made by or under any written law to be
designed for protecting members of the public against financial loss due to
dishonesty, incompetence or malpractice.
- Have not been convicted whether within or outside Malaysia of any offence
(other than traffic offence).
Competencies
- Business acumen
- Product knowledge
- Visionary
- Strategic agility
- Proven leadership ability
- Financial knowledge
- Market and global awareness
- Compliance and legal awareness
- IT awareness
- Human Resource Management skills
- Understanding and knowledge of sustainability issues that are relevant to the
Company and its business [Chapter 5 of Guidelines on Conduct of
Directors of Listed Corporations and Their Subsidiaries]
In identifying the candidates for appointment of Directors, the Board does not
solely rely on the recommendations from the existing Board members, Senior
Management or major shareholders and shall utilise independent sources to
identify qualified candidates. [5.6 of the MCCG]
The Board should ideally consist of a Chairman and a suitable number of
executive and non-executive directors. The position of Chairman and the CEO
should be held by different individuals. [1.3 of the MCCG]
Directorship
- Shall not hold more than 5 directorships in public listed companies.
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.
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5.2 Re-election
An election of directors shall take place each year contingent on satisfactory
evaluation of the director’s performance and contribution to the Board. [5.1 of
the MCCG]
All directors are subject to retirement by rotation at least once in every three (3)
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.
5.3 Retention/ Re-designation of an independent director
The tenure of an independent director should not exceed a cumulative term of
nine (9) years. However, 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.
Upon recommendation of the Nomination Committee, the Board shall justify and
seek shareholders’ approval through a two-tier voting process in the event of the
Board desires to retain an independent director who has served in a capacity for
more than nine (9) years as an independent director. [5.3 of the MCCG
Further, the long serving director is required to declare to the Company/Group
annually that he/she complies with the criteria of independence as stated in item
3.3.
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6.0 BOARD/MANAGEMENT AUTHORITIES
The Board shall have the authority to approve those transactions and/or activities
which are beyond the individual discretionary powers of senior officers or
management 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.
7.0 BOARD COMMITTEES
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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 recommend to the
Board for approval.
b. The Board has established the following Board Committees which operate within
their specific terms of reference:-
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i. Nomination and Remuneration Committee
- 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, including a review of the performance of
the Board and senior management in addressing the Company’s
material sustainability risks and opportunities. [4.4 of the MCCG]
- 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 performance, 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
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.
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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.
Duties and functions of the above-mentioned Board Committees are provided in
their respective Terms of Reference.
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8.0 BOARD PROCEDURES
- The conduct of directors will be consistent with their duties and responsibilities to
the Company/Group and, indirectly, to the shareholders of the Group. The Board
shall act within any limitations imposed by the provisions of relevant laws and
guidelines on its activities;
- The Directors shall their best endeavours to attend Board meetings. Directors
are expected to participate fully, and constructively in Board discussions
decision-making and other activities and to bring the benefit of their knowledge,
skills and abilities to the Board;
-
The Directors who are not able to attend a meeting will advise the Chairman at
an earlier date as possible and confirm in writing to the Secretary/Management;
The Board discussions and decision-making shall be open and constructive,
recognising that genuinely held differences of opinion could bring greater clarity
and lead to better decisions. The Chairman shall seek a consensus of the Board
but may, where considered necessary, call for a vote;
- All discussions and their record will remain confidential unless there is a specific
direction from the Board to the contrary and/or disclosure is required by law or
authorities. Subject to legal and regulatory requirements, the Board shall decide
the manner and timing of the publication of its decisions;
- Directors are expected to strictly observe confidentiality of the Company’s
information; and
- Directors are required to inform the Board on his/her conflicts or potential conflict
of interest that may arise from a business item or transaction. Subject to
provisions of relevant laws and guidelines, the Directors shall abstain from
deliberation and determination of those matters.
9.0 AUTHORITY
The Board shall within its terms of reference:
- have complete, adequate and timely information prior to Board meetings and on
an ongoing basis;
- have the resources required to perform its duties;
- have full and unrestricted access to any information pertaining to the Company;
- have the authority to form management / sub-committee(s) if deemed necessary
and fit;
- have the authority to delegate any of its responsibilities to any person or
committee(s) that is deemed fit;
- have direct communication channels with employees, senior management
personnel and relevant external parties; and
- be able to obtain independent professional or other advice.
10.0 MEETINGS & MINUTES
Subject to relevant laws and guidelines, the following should be observed by the
Board:
- 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;
- 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;
- 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 MMLR;
- the quorum of the meetings shall be met pursuant to the Constitution of the
Company;
- the Board and Board Committees are allowed to approve resolutions in writing by
circulating the resolutions to all members and the Board and/or Board
Committees return the duly signed resolutions to indicate their approval;
The Board may participate in a Board meeting by means of conference
telephone, conference videophone or any similar or other communications
equipment by means of which all persons participating in the Board meeting can
hear each other in accordance with the provisions of the Company’s Constitution.
Such participation in a Board meeting shall constitute presence in person at such
Board meeting;
- Head of the respective division units and relevant management personnel and
external independent advisors may attend the Board meetings at the invitation of
the Board as and when the need arises;
- The Company Secretary or his/her nominee shall be in attendance at each Board
meeting and record the proceedings and minute all resolutions, including the
names of all attendees of the Board meeting thereat. The Company Secretary
shall be responsible for keeping the minutes of Board meetings and circulating
them promptly to all Board members and the minutes of Board meetings shall be
taken and documented; [G1.5 of the MCCG]; and
- Information should be supplied to the directors at least five (5) days prior to the
meeting in order for them to discharge their duties.
11.0 GENERAL MEETING / MEETING OF MEMBERS
- ANNUAL GENERAL MEETING (“AGM”)
- EXTRAORDINARY GENERAL MEETING (“EGM”)
- The Board regards the general meeting as an important event in the corporate
calendar of which all Directors and key senior management should attend. [13.2
of the MCCG]
- The Company regards the general meeting as a principal forum for dialogue with
shareholders and aims to provide an important opportunity for effective
communication with the shareholders and to receive constructive feedback from
them. [13.4 of the MCCG]
- The Chairman shall encourage active participation by the shareholders during
the general meeting. The Chairman shall inform the shareholders that any
resolution set out in the notice of any general meeting, or in any notice of
resolution which may properly be moved and is intended to be moved at any
general meeting is voted by poll at the commencement of any general meeting.
[13.3 of the MCCG]
- The Company shall ensure that the conduct of general meetings supports
meaningful engagement between the Board, senior management and
shareholders. The Chairman and, where appropriate, the MD/CEO shall respond
to the shareholders’ queries during the general meeting. The Chairman, where
necessary, shall undertake to provide a written answer to any significant question
from the shareholders which cannot be readily answered at the general meeting.
[13.4 of the MCCG]
- The Chairman shall inform the shareholders to share feedback and questions
outside of the general meeting by sending email to the Board. [13.4 of the
MCCG]
- The Company will circulate to shareholders the complete minutes of the general
meeting detailing the meeting proceedings including issues or concerns raised
by shareholders and responses by the Company no later than 30 business days
after the completion of the general meeting. [13.6 of the MCCG]
- The Company will leverage technology to facilitate
- voting including voting in absentia; and
- remote shareholders’ participation at general meetings.
The Company will take the necessary steps to ensure good cyber hygiene
practices are in place including data privacy and security to prevent cyber
threats. [13.3 of the MCCG]
12.0 REMUNERATION OF DIRECTORS
- The Company aims to set remuneration at levels which are sufficient to attract
and retain the Directors 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.
- The remuneration for the executive directors and/or MD/CEO is determined by
the NRC after giving due consideration to the compensation levels for
comparable positions among other similar industry.
- Non-executive directors are entitled to participate in the Employee Share
Scheme (ESS) of the Company, subject to the approval at a general meeting.
Non-executive directors who participated in the ESS are prohibited to sell,
transfer or assign the shares within one (1) year from the date of offer of such
options.
- All directors shall have a service contract with the Company.
- A formal independent review of the directors’ remuneration is undertaken no less
frequently than once every three (3) years.
13.0 ASSESSMENT AND TRAINING
- The Board recognises the importance of assessing the effectiveness of individual
Directors, the Board as a whole and its Board Committees. The Board reviews
and evaluates its own performance and the performance of its committees on an
annual basis. [6.1 of the MCCG]
- On appointment, Directors need to attend induction programme and meeting with
senior executives to receive latest information about the Group. [G1.5 of the
MCCG]
- All Directors must attend and complete the Directors’ Mandatory Accreditation
Program pursuant to the MMLR as prescribed by Bursa Malaysia Securities
Berhad.
- All Directors must abide by the Continuing Education Program requirement
pursuant to the MMLR.
- The Board or the NRC shall evaluate and determine the training needs of the
Board members on a continuous basis.
- 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.
- All Directors may request training programs on specific subjects to be arranged.
- The Board shall disclose in the Annual Report the trainings attended by the
Directors.
14.0 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 provisions of relevant laws and guidelines, these Directors
shall abstain from deliberation and determination of those matters.
15.0 INDEPENDENT ADVICE
The Directors shall have access to Management for relevant and additional
information or seek explanation, as and when required. Upon request of the Board,
Management is obliged to supply all relevant information in a timely manner to enable
directors to make sound business judgments and discharge their duties effectively
and efficiently.
A director of the Company/Group is entitled to seek independent professional advice
at the Company/Group's expenses on any matter connected with them in discharging
of their responsibilities. 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.
16.0 STRATEGIES AND POLICIES
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a. Transparency
- The Group aims to present a clear and balanced assessment of the Group's
financial position and future prospects that extends to the interim and price-sensitive information and other relevant reports submitted to the regulators.
- The Directors ensure that the financial statements are prepared so as to give
a true and fair view of the current financial status of the Group in accordance
with the approved accounting standards.
- The practice of the Group is to announce its quarterly financial results as
early as possible within two (2) months after the end of each quarterly
financial period to Bursa Securities.
- The Auditors’ Report shall contain a statement from the External Auditors
explaining their responsibilities in forming an independent opinion in
accordance with their audits on the financial statements.
b. External Auditors
- The Board shall work on the formal and transparent arrangements for
considering the application of financial reporting and internal control
principles and maintaining a proper relationship with the External Auditors
through its Audit Committee.
- The Audit Committee shall continuously review the scope and results of the
audits performed, the cost of effectiveness and the independence and
objectivity of the External Auditors to ensure the External Auditors would not
supply a substantial volume of non-audit services to the Group.
- Appointment of External Auditors is subject to the approval of shareholders at
general meetings. The External Auditors shall retire and subject to re-appointment by the shareholders during the AGM subject to the approval of
every year re-appointed by shareholders for the ensuing year.
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17.0 REVIEW OF THE BOARD CHARTER
The Company has established channels such as engagement forums or use of electronics means (corporate website and email) to undertake active engagements
with the relevant stakeholders for example employees, shareholders, potential
investors, and consumers to gain a better understanding of the expectations and
concerns (if any) of these stakeholders and the Company’s impact on them. [12.0 of
the MCCG]
- Shareholders
- The Board acknowledges the importance of informing the shareholders on all
material business matters affecting the Company such as adoption of open
and transparent policies in respect of its relationship with its shareholders
and investors.
- The Board ensures the timely release of financial results on a quarterly basis
to provide shareholders with an overview of the Company’s performance and
operations in addition to the various announcements made during the year.
- The Company leverages on information technology for effective
dissemination of information. The Company’s website provides easy access
to corporate information pertaining to the Company and its activities and is
continuously updated.
- Other Stakeholders
In the course of pursuing the vision and mission of the Company, the Board
recognises that no Company can exist by maximising shareholders value alone.
In this regard, the needs and interests of other stakeholders are also taken into
consideration.
- Employees
- The Board acknowledges that the employees are invaluable assets of the
Company and play a vital role in achieving the vision and mission of the
Company.
- The Company has made effort to provide high quality work, health and safety
environment to our employees as well as the Group’s stakeholders. The
Group continues to adhere the industry and healthy policy in order to ensure
that a safe and healthy working environment is provided to the employees of
the Group at all times.
- Opportunities will be given to the Group’s employees for attending external
and on-the-job training to enhance their skills, knowledge and personality.
- Environment
- The Board acknowledges the need to safeguard and minimise the impact to
the environment in the course of achieving the Company’s vision and
mission.
- The Company continues promoting environmentally-conscious work
practices in order to reduce environmental impact, enhance energy efficiency
and to promote recycling wherever possible. The Group complies with the environmental laws and regulations.
- Social Responsibility
- The Board acknowledges that the Company should play a vital role in
contributing towards the welfare of the community in which it operates.
- The Company adopts comprehensive and documented policies and
procedures towards responsible marketing and advertising its products and
services.
- The Company supports charitable causes and initiatives on community
development projects.
- Company’s sustainability risks and opportunities
The Board will proactively consider sustainability issues such as health and
safety, data governance and privacy as well as climate action when it oversees
the planning, performance and long-term strategy of the company, to ensure the
Company remains resilient, is able to deliver durable and sustainable value as
well as maintain the confidence of its stakeholders.
Management will integrate sustainability considerations in the day-to-day
operations of the Company and ensure the effective implementation of the
Company’s sustainability strategies and plans.
The Board and Management will continuously engage and consider the views of
its internal and external stakeholders to better understand and manage the
Company’s sustainability risks and opportunities. [4.2 of the MCCG]
The Company’s sustainability strategies, priorities as well as targets and
performance against these targets will be communicated to the employees so
that they are aware and understand the Company’s approach to sustainability
(‘what we do and why we do it’).
The Company will inform the external stakeholders through the appropriate
means such as engagements and company disclosures, this includes how close
(or far) is the Company from achieving its targets, and actions the company has
or will take to address any gaps. [4.3 of the MCCG]
18.0 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.
19.0 STRATEGIES AND POLICIES
The Board oversees the Company’s Strategies and Policies as a whole. This includes
the following and other significant policies recommended under Malaysian Code on
Corporate Governance or other laws and regulation governing companies in
Malaysia.:-
- Code of Ethics and Conduct (Appendix A)
- Whistleblowing Policy (Appendix B)
- Succession Planning Policy (Appendix C)
- Board Diversity Policy (Appendix D)
- Anti-Bribery and Corruption Policy (Appendix E)
- Assessment Policy and Procedures of External Auditors (Appendix F)
- Remuneration Policy (Appendix G)
20.0 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.
This Board Charter was reviewed by the Board on 23 February 2022.