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, whilst supportive of Management, must:-
- approve and proactively participate in strategic decisions.
- challenge management with questions based on informed knowledge;
- oversee management's plans, decisions, and actions;
- monitor management's ethical conduct, financial reporting and regulatory compliance;
- play a critical role in ensuring sound and prudent policies and practices of the Company;
- be capable of effectively achieving good governance and protecting the interests of shareholders; and
- proactively support and have continuous oversight over risk management, internal controls and compliance matters involving the Company.
The Board will regularly review this charter and the terms of reference of Board
Committees to ensure they remain consistent with the Board's objectives and
responsibilities, and relevant laws, regulations, guidelines and standards of corporate
Board Size And Composition
- The Board should comprise of 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 nine (9).
The appointment of directors shall be recommended by the Nomination
Committee and approved by the Board.
- At any one time, at least two or one-third (1/3), whichever is higher, of the Board
members are independent directors.
- 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 managing director have failed to resolve them.
The Board shall appoint the senior independent director as the chairman of the
Nomination Committee, unless a better candidate is available.
- The positions of chairman of the Board and Chief Executive Officer ("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 managing director are
held by the same person, the Company shall provide explanation and justification
in the Annual Report of the Company.
- The Board shall endeavour to achieve 30% female directors by 2016. The Board
through its Nomination Committee should take steps to ensure that women
candidates are sought as part of the recruitment exercise.
- 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; and
- ensure that the Board receives the necessary information on a timely
basis from Management.
- The Chairman will have no casting vote if two (2) directors form a quorum,
or if there are only two (2) directors competent to vote on the question at
- The CEO should:
- be persons 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;
- devote full attention and time to their duties and responsibilities and be
able to direct and supervise the Company effectively and responsibly;
- at all times exercise professional skill, due care and diligence when
performing his functions, exercising their powers or discharging his
- The key roles of a CEO, amongst others, include:
- developing the strategic direction of the Company;
- ensuring that the Board decisions are implemented and the Board
directions are responded to;
- providing directions in the implementation of short and long-term
- providing strong leadership; i.e. effectively communicating a vision,
management philosophy and business strategy to the employees;
- keeping the Board fully informed of all important aspects of the
Company's operations and ensuring sufficient information is distributed
to the Board members; and
- ensuring day-to-day business affairs of the Company are effectively
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 its 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.
An independent director should declare to the Company annually that he complies
with the criteria as stated below.
- He/She 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;
- has not been within the last 2 years and is not an officer (except as a
non-executive director) of the Company;
- is not a major shareholder of the Company;
- is not a family member of any executive director, officer or major
shareholder of the Company;
- is not acting as a nominee or representative of any executive director
or major shareholder of the Company;
- 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
- 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
- An independent director should:
- provide and enhance the necessary independence and objectivity to
- ensure effective checks and balances on the Board;
- to mitigate any possible conflict of interest between the policy-making
process and the day-to-day management of the Company;
- constructively challenge and contribute to the development of business
strategy and direction of the Company; and
- to ensure that adequate systems and controls to safeguard the
interests of the Company are in place.
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 base on the "Fit and Proper" standards as detailed hereunder
before recommending the candidates to the Board for approval:-
- In accordance with the Malaysian Companies Act 1965.
- 5 years or more preferably in relevant industry.
- Have been in senior management position.
- Good track record of managing a successful and profitable organisation.
- Degree, Professional qualification or equivalent or with the requisite years of
relevant work experience
- A person of good character and high integrity and credibility.
- Not a bankrupt and has never been engaged in deceitful/oppressive/improper
- Has not been engaged/associated or had conducted himself/herself in a
manner which may case doubt on his fitness, competence and soundness of
- 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.
- Business acumen
- Product knowledge
- Strategic agility
- Proven leadership ability
- Financial knowledge
- Market and global awareness
- Compliance and legal awareness
- IT awareness
- Human Resource Management skills
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
All nominations of candidates for the positions of directors and CEO must be
submitted to the Nomination Committee for consideration.
All directors are subject to retirement by rotation.
Retention/ Re-designation of an independent director with cumulative term
of more than nine (9) years
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 Nomination
Committee, 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
years as an independent director.
Further, the long serving director is required to declare to the Company annually
that he complies the criteria as stated in item 3.3 above.
The Board should assume, amongst others, the following responsibilities:
- Reviewing the code of conduct of the Company and implementing appropriate
internal systems to support, promote and ensure its compliance;
- Reviewing and adopting a strategic plan for the Company;
- 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 in ensuring that the
Company's strategies promote sustainability;
- Overseeing the conduct of the Company's business to evaluate whether the
business is being properly managed;
- Reviewing, ratifying and monitoring systems of risk management and internal
control and ethical and legal compliance. This includes establishing sound risk
management framework, reviewing procedures to identify the main risks
associated with the Company's businesses and the implementation of appropriate
systems to manage these risks;
- selecting, appointing and evaluating from time to time the performance of, and
planning succession of the Managing Director under the guidance of the
- reviewing the procedures for appointment of senior management and ensuring
that succession planning of the senior management is in place;
- establishing an internal audit function which reports directly to the Audit
- promoting effective communication and proactive engagements within
shareholders and other stakeholders;
- ensuring there is a sound framework of reporting on internal controls and
- ensuring its members have access to information, advice and appropriate
continuing education programmes;
- reviewing and approving formal and transparent remuneration policies and
procedures to attract and retain directors;
- ensuring there is appropriate corporate disclosure policies procedures;
- encouraging the usage of information technology in communicating with
- taking reasonable steps in encouraging the shareholders' participation and voting
by poll at general meetings of the Company;
- promoting effective communication and proactive engagements with
- undertaking an assessment of the independent directors annually.
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
Articles of Association of the Company.
- 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.
- The Board has established the following Board Committees which operate within
their specific terms of reference:-
- Nomination 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
- Remuneration Committee
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.
- 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.
Duties and functions of the above-mentioned committees are provided in their
respective terms of reference.
- 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
- Directors will use their best endeavours to attend Board meetings. 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;
- 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;
- 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;
- 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;
- Directors are expected to strictly observe confidentiality of the Company's
- Directors are required to inform the Board of conflicts or potential conflict of
interest that may have in relation to particular items of business or transaction.
Subject to provisions of relevant laws and guidelines, these Directors shall abstain
from deliberation and determination of those matters.
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.
Meetings & Minutes
Subject to relevant laws and guidelines, the following should be observed by the
- 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
- the quorum of the meetings shall be met pursuant to the Articles of Association of
- the Board is also allowed to carry out the resolution by way of circulation;
- the participation of the director can be facilitated by means of video or telephone
- Head of the respective division units and relevant management personnel may be
invited to attend the Board meetings;
- The Company Secretary shall be appointed as Secretary of the Board Meeting
and minutes of meetings shall be taken and documented; and
- Information should be supplied to the directors at least seven (7) days prior to the
meeting in order for them to discharge their duties.
Remuneration Of Driectors
- The Company aims to set remuneration at levels which are sufficient to attract
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
- 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.
- Non-executive directors are entitled to participate in the Company's Share
Issuance Scheme subject to approval at a general meeting. Non-executive
directors who participated in the Share Issuance Scheme are prohibited to sell,
transfer or assign the shares within one (1) year from the date of offer of such
- No director other than executive directors shall have a service contract with the
- A formal independent review of the directors' remuneration is undertaken no less
frequently than once every three (3) years.
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.