Board Charter sets out the structure, role, function, composition and
responsibilities of the Board.
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.
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.
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.
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.
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.
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
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
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
main focus of the Board is on the overall strategic leadership, identification
and management of principal risks and, development and control of the Group.
key responsibilities of the Board include the following:
and approving the strategic corporate plan of the Group;
the conduct of the Group’s business operations and performance;
principal risks and ensuring the implementation of appropriate internal controls
and mitigation measures;
the adequacy and integrity of the Group’s internal controls system;
succession planning for top management;
the development and implementation of a policy to enable effective
communication with its shareholders and other stakeholders;
new ventures, material acquisitions and disposals of undertakings and
Roles and Responsibilities of
Chairman and Managing Director
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
Roles and Responsibilities of
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 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 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.
Committee considers that the current mix of skills and experiences of its
members is sufficient for the discharge of their duties and responsibilities
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.
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 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.
the Directors of the Company must attend the Mandatory Accreditation Programme
as prescribed by Bursa.
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
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 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.
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.
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
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
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
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
Board will review the Charter annually to ensure that it remains consistent
with the Board’s roles and objectives.
Charter was adopted by the Board on 13 July 2017.