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Code of Ethics & Conduct
 

CODE OF ETHICS AND CONDUCT

 

 

Principle

 

The principle of this Code is based on the principles of integrity, transparency, responsibility and corporate social responsibility. It applies to all directors and officers of Complete Logistic Services Berhad Group of Companies (“CLSB Group”).

 

 

Purpose

 

This Code is formulated to enhance the standard of corporate governance and corporate behaviour with the intention of achieving the following aims:-

  •   To establish a standard of ethical behaviour based on trustworthiness, honesty, integrity and values that can be accepted or upheld by any one person.
  •   To uphold the spirit of responsibility and social responsibility in line with the regulations and guidelines governing a company.


Code of Ethics and Conduct

 

In the performance of his duties, a director should at all times observe the followings:

 

1.                  Corporate Governance

 

1.1               To have a clear understanding of the aims and purpose, capabilities and capacity of the Group.

 

1.2               To devote time and effort to attend meetings and to know what is required of the board and each of its directors, and to discharge those functions.

 

1.3               To stay abreast of the affairs of the Group and be kept informed of the Group's compliance with the relevant laws, rules and regulations of governmental agencies and authorities in jurisdictions within which the Group operates.

 

1.4               To insist on being kept informed on all matters of importance to the Group to ensure that the Group is properly managed and effectively controlled at all times.

 

1.5               To limit his directorship of companies to a number in which he can best devote his time effectively in the management of the company in which he holds directorship.

 

1.6               Have access to the advice and services of the company secretary, who is responsible to the board to ensure proper procedures, rules and regulations are complied with.

 

1.7               To disclose immediately all contractual interests whether directly or indirectly with the Group.

 

1.8               Not to divert to his own advantage any business opportunity that the Group is pursuing and not to use confidential information obtained in the course of his office for his own advantage or that of others.

 

1.9               To act with utmost good faith towards the Group in any transaction and to act in the best interest of the Group.

 

2.                   Relationship with Shareholders, Employees, Creditors and Customers

 

2.1               Should exercise caution and due care to safeguard the interest of shareholders, employees, creditors and customers of the company.

 

2.2               Should at all times promote professionalism and improve the competency of management and employees.

 

2.3               Should ensure a safe workplace and maintain proper occupational health and safety practices to commensurate with the nature of the Group’s businesses and activities.

 

3.                   Social Responsibilities and the Environment

 

3.1               Should ensure the effective use of natural resources, and improve quality of life by promoting corporate social responsibilities.

 

3.2               Should ensure that the activities and the operations of the company do not harm the interest and well-being of society.


 

This Code was approved by the Board of Directors on 13 July 2017 and may be reviewed regularly to ensure that it continues to remain relevant and appropriate.





 


 





Board Charter
 
BOARD CHARTER

 

 

The Board Charter sets out the structure, role, function, composition and responsibilities of the Board.



Board Composition

 

The Board composition brings together an extensive group of experienced Directors from diverse backgrounds that have a wide range of skills and experience in areas relevant to managing and directing the Group’s operations.

 

The Board shall comprise a balance of executive and non-executive directors who are experienced and competent and have the time to effectively discharge their role as a director of the Company.

 

The Executive Directors are primarily responsible for the implementation of policies and decisions of the Board, overseeing the Group’s operations and developing the Group’s business strategies.

 

The role of the Independent Non-Executive Directors is to provide objective and independent judgement to the decision making of the Board and as such provides an effective check and balance to the Board’s decision making processes.

 

The Bursa Malaysia Securities Berhad (“Bursa”) Listing Requirements requires at least two (2) Directors or one third (1/3) of the Board whichever is higher, are Independent Directors. The tenure of an independent director shall not exceed a cumulative term of nine (9) years as prescribed under the MCCG 2012.

 

Any new appointments to the Board will require deliberation by the full Board guided with formal recommendations by the Nomination Committee. Board members who are appointed by the Board are subject to retirement at the first AGM of the Company subsequent to their appointment. Article 95 of the Company’s Articles of Association also provides that at least one-third (1/3) of the Directors shall retire by rotation at each AGM and that all Directors shall retire once every three (3) years. A retiring Director shall be eligible for re-election.

 

The size, composition and diversity of the Board shall be reviewed and determined from time to time to reflect the Company’s requirements and to facilitate effective decision-making.

 

The Board does not have gender diversity policies in place.  The Board believes that the appointment of Board members should be based on experience, character, integrity and competence, regardless of gender. 



Roles and Responsibilities of Board

 

The main focus of the Board is on the overall strategic leadership, identification and management of principal risks and, development and control of the Group.

 

The key responsibilities of the Board include the following:

 

·         reviewing and approving the strategic corporate plan of the Group;

·         overseeing the conduct of the Group’s business operations and performance;

·         identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures;

·         reviewing the adequacy and integrity of the Group’s internal controls system;

·         ensuring succession planning for top management;

·         overseeing the development and implementation of a policy to enable effective communication with its shareholders and other stakeholders;

·         approving new ventures, material acquisitions and disposals of undertakings and properties;

 

 

Roles and Responsibilities of Chairman and Managing Director

 

The roles of the Chairman and Managing Director are clearly distinct to ensure that there is a balance of power and authority. The Chairman is primarily responsible for the effective and efficient conduct and working of the Board and ensuring that members have timely access to relevant information, whilst the Managing Director is responsible for the daily management of the Group’s operations and implementation of the policies and strategies adopted by the Board.

 

 

Roles and Responsibilities of Board Committees

 

The Board has delegated specific responsibilities to Board Committees, all of which discharge the duties and responsibilities within their respective Terms of Reference.  This Board Committees include Audit Committee, Nomination Committee and Remuneration Committee.

 

Audit Committee

 

The Audit Committee takes the overall responsibility to provide independent oversight of the Group’s financial reporting, risk management and internal control system and ensure checks and balances within the Group, and to ensure financial statements comply with applicable financial reporting standards.  The Audit Committee oversees and appraises the quality of the audits conducted both by the Group’s internal and external auditors including reviewing their audit plans.

 

Nomination Committee

 

The Nomination Committee is empowered by the Board of Directors and its terms of reference is to assist the Board of Directors in its responsibilities in nominating new Directors to the Board and Board Committees. The Committee also reviews the Board of Directors composition and balance as well as considering the Board of Directors’ succession planning.

 

The Committee considers that the current mix of skills and experiences of its members is sufficient for the discharge of their duties and responsibilities effectively.

 

Remuneration Committee

 

The Remuneration Committee is responsible for recommending to the Board the framework for the remuneration package of each Executive Director. Remuneration packages are structured such as to attract, retain and motivate the Directors, and are reflective of the Director’s experience and level of responsibilities.

 

None of the Executive Directors participate in any way in determining their individual remuneration. The remuneration of the Executive Directors is reviewed annually. The remuneration and entitlements of the Independent Non-Executive Directors are decided by the Board as a whole.

 


Board Meetings

 

The Board shall meet at least once every quarter where they deliberated and considered matters relating to the Group’s financial performance, investments, corporate development, strategic issues and business plan, with additional Board meetings to be convened as and when necessary. 

      

Board meetings are structured with a pre-set agenda which encompasses all aspects of matters under discussion. The Board papers are circulated to the Directors in advance of the Board meetings for their deliberation.  All meetings of the Board are duly recorded in the Board Minutes. 

 

 

Directors’ Training

 

All the Directors of the Company must attend the Mandatory Accreditation Programme as prescribed by Bursa.

 

The Directors will continue to undergo relevant training programmes to further enhance their skills and knowledge and to keep abreast with relevant changes in laws, regulations and the business environment.

 

 

Access to Information

 

In furtherance of their duties, the Board has full and unrestricted access to any information pertaining to the Group as well as to the advice and services of the Company Secretary and independent professional adviser whenever appropriate, at the Group’s expense.

 

 

Company Secretaries

 

The Company Secretary is responsible for ensuring that the Board procedures and relevant laws and regulations are complied with and advises the Board on issues relating to corporate governance, compliance with laws, rules, procedures and regulatory requirements.  The Company Secretary attends and ensures that all meetings of the Board and Board Committees are properly convened and proceedings are properly recorded.



Financial Reporting

 

In presenting the annual financial statements and quarterly announcements to shareholders, the Directors aim to ensure that the financial statements and quarterly announcements are prepared in accordance with the Companies Act 2016 and applicable approved accounting standards so as to offer a balanced and comprehensive assessment of the Group’s financial position and prospects.

 

 

Internal Control

 

The Group outsourced the internal audit unit to an independent professional firm to assist the Board and the Audit Committee in providing independent assessment of the adequacy, efficiency and effectiveness of the internal control system in the key activities within the Group. The internal auditor reports directly to the Audit Committee independent from the management of the Group.

 

 

Relationship with Auditors

 

The Board, through the Audit Committee, has always maintained an appropriate and transparent relationship with the external auditors.  The Audit Committee assesses the external auditors’ suitability, technical competence and independence and shall recommend the re-appointment of the external auditors accordingly to the Board, upon which the shareholders’ approval will be sought at the coming Annual General Meeting (“AGM”).

 

 

Shareholders and Investors Relations

 

The Board acknowledges the importance of accountability to the shareholders. Timely releases of the financial results on a quarterly basis, press releases and announcements provide an overview of the Group’s performance and operations to its shareholders.

 

Information disseminated to the investment community shall be in accordance with Bursa disclosure rules and regulations. The Board shall take steps to ensure that no market sensitive information is disclosed to any party prior to making an official announcement to Bursa.

 


Annual General Meeting

 

The Annual General Meeting (“AGM”) is the principal platform for dialogue with the shareholders. At the AGM, the Board shall present the progress and performance of the Group and provide shareholders the opportunity to raise questions pertaining to business issues, concerns and operations in general.

 

 

Adoption and Review of Charter

 

The Board will review the Charter annually to ensure that it remains consistent with the Board’s roles and objectives. 

 

This Charter was adopted by the Board on 13 July 2017.