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BOARD CHARTER
 
Investor Relations | Corporate Governance | Board Charter
 

   
     
 
 
 
   
 
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1.0  OBJECTIVE  

The Board of Directors of EP Manufacturing Bhd recognizes corporate governance as important principles and practices and will continue to adopt and uphold good governance practices and social ethics in conducting its business dealings to achieve its corporate mission and enhance shareholders¡¯ value. This Board Charter shall constitute and form an integral part of the Directors¡¯ duties and responsibilities and procedures for effective functioning of the Board.

 
   
2.0  RESPONSIBILITIES OF THE BOARD  

The Board of Directors (¡°Board¡±) has the overall responsibility of setting and reviewing strategies and policies and ensuring proper management of the Group to optimise long-term financial returns and increase shareholders¡¯ value. The Board also has responsibilities towards the Group¡¯s customers, employees, suppliers, other stakeholders and the communities where it operates, all of whom are fundamental to successful continuation of the business. 

The Board shall assume the following responsibilities:-

 
  1. Establish the value, vision and mission of the Group and develop and review strategic plans to achieve them;
  2. Establish policies for strengthening the financial and operational performance of the Group and ensuring proper and effective execution of the policies;
  3. Adopting performance measures to monitor implementation and performance of the strategy, policies, plans, legal and fiduciary obligations that affect the business;
  4. Overseeing the conduct of the Group¡¯s business to evaluate whether the business is being properly managed. This includes ensuring the solvency of the Group and the ability of the Group to meet its contractual obligations and to safeguard its assets;
  5. Ensuring that the Group has appropriate risk management process and adequate internal control systems to identify, manage and control significant financial and business risks;
  6. Ensure the conduct of the Group business complies with applicable laws, regulations, rules, directives and guidelines;
  7. Formalise the company¡¯s strategies on promoting sustainability, focusing on environmental, social and governance aspects;
  8. Appointing board committees to address specific issues, considering recommendations of the various board committees and discussing problems and reservations arising from these committees¡¯ deliberations and reports;
  9. Ensuring that the statutory accounts of the Company and Group are fairly stated and conform with the relevant regulations including acceptable accounting policies that result in balanced and understandable financial statements;
  10. Ensuring that there is in place an appropriate succession plan for members of the Board and senior management;
  11. Ensuring that the Group adheres to high standards of ethics and corporate behaviour including transparency in the conduct of business; and
  12. Ensuring that there is in place an appropriate investor relations and communications policy.
 
   
3.0  CODE OF CONDUCT  
Board of Directors and Senior Management shall:  
  • act honestly and in the best interests of, and fulfill their fiduciary obligations to the Company;
  • conduct themselves in a professional, courteous and respectful manner and maintain a culture of high ethical standard and commitment to compliance;
  • act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated;
  • not use any information or opportunity received by them in their capacity as Directors or senior management in a manner that would be detrimental to the Company¡¯s interests;
  • declare any personal, professional or business interests that they may have regarding any matters or proposals at Board meetings and abstain from discussion and voting on such transactions or otherwise influencing a decision on any matter in which the concerned Director has or may have such an interest;
  • respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors or senior management, except when authorized or legally required to disclose such information;
  • not use confidential information acquired in the course of their service as Directors or senior management for their personal advantage or for the advantage of any other entity;
  • prohibit from trading in securities based on price sensitive information not publicly announced; and
  • encourage the reporting and investigating of unlawful and unethical behavior.

 
   
4.0  BOARD STRUCTURE  

The Board should consist of a minimum of two (2) Directors and maximum of twelve (12) Directors. At least 2 directors or 1/3 of the Board, whichever is higher, shall be independent directors.

The Board shall include an appropriate balance of executive and non-executive directors (including independent non-executives) such that no individual or small group of individual will dominate decision-making. The Board shall identify a senior independent non-executive director to whom concerns may be conveyed.

New board members are appointed by the full board after considering the recommendation of the Nomination Committee. The new Director shall declare his time commitment and other directorships to the Board upon appointment.

A newly appointed Director shall retire from office and be eligible for re-election by the shareholders at the first annual general meeting after his appointment. All Directors are subject to re-election by the shareholders at least once in every three (3) years subject to the Company¡¯s Articles of Association.

 
   
5.0  BOARD MEETINGS AND PROCEDURES

The Board shall meet at least four (4) times a year or more frequently when necessary, with timely circulation of notice of meeting and agenda at least 7 days before the meeting. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairman shall have a second or casting vote. The Board should record its deliberations and the decisions and resolutions carried at the board meetings. The Board should ensure that the minutes of board meetings are prepared on time and review the minutes to ensure completeness and accuracy. If, on any matter discussed, any Director holds views contrary to those of any other Directors, all Directors involved must make reasonable, thorough and conscientious effort to resolve the dissenting views in informal manner, guided by the Chair, The minutes shall clearly record and reflect the dissenting views, apart from the decision and deliberation of the issues discussed in arriving at the decision.

A formal schedule of matters should be reserved for the Board¡¯s deliberations and decisions to ensure the direction and control of the company is firmly vested in the Board. The formal schedule of matters, amongst others, shall include:-

  • Review and approve strategic direction and business plans.
  • Review and approve the financial statements of the Group for timely lodgement and release to relevant authorities and market.
  • Review major risks and relevant measures deployed by management to address the risks.
  • Establish and delegation of power to board committees and management team.
  • Review and approve corporate exercise, restructuring plans, capital expenditure, disposal of capital items, funding requirements.
  • Approve the appointment and resignation of directors, company secretary, auditors.
  • Review and consider succession plan, evaluation of board and board committees and individual directors based on recommendations of Nomination committee.
  • Review recommendation from remuneration committee on remuneration packages of directors.
 
   
6.0 CHAIRMAN  

The Board may appoint an Executive Chairman who is responsible for the following:-

Responsibilities of Executive Chairman

  1. Leads the Board and ensure effective performance of the Board;
  2. Ensure provision of accurate, timely and clear information to Directors for effective conduct of board meetings;
  3. Ensure effective communication with shareholders and relevant stakeholders;
  4. Facilitating effective contribution of Non-Executive Directors and ensuring constructive discussions at board meetings;
  5. Setting agenda for board meetings with the Company Secretary and ensures all relevant issues are on the agenda;
  6. Facilitate regular evaluation of performance of board members, its committees and individual Directors;
  7. To ensure that the followings are carried out at board meetings:-
    • All directors are properly briefed on issues arising at board meetings.
    • There is sufficient time allowed for discussion on complex or contentious issues and where appropriate, arranging for informal meetings beforehand to enable thorough preparations.
    • Allow every board resolution to be voted on and to ensure the will of the majority prevails.
    • Chairman to cast his votes in accordance with the prescribed articles of association of the Company.
  8. Implement and execute policies, strategies and decisions approved by the Board and accountable for the results and performance;
  9. Ensure performing financial management practices at high level of integrity and business dealings are carried out in an ethical manner in compliance with the laws and regulations.
The Board consists of 50% Independent Directors which forms sufficient independent element to strive for independent decision-making.
 
   
   
   
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