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BOARD CHARTER
 
Investor Relations | Corporate Governance | Board Charter
 

   
     
 
 
 
   
 
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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. Leads the Board Meetings and discussions;
  3. Ensure provision of accurate, timely and clear information to Directors for effective conduct of board meetings;
  4. Ensure effective communication with shareholders and relevant stakeholders and ensure that their views are communicated to the Board as a whole;
  5. Facilitating effective contribution of Non-Executive Directors and ensuring constructive discussions at board meetings;
  6. Setting agenda for board meetings with the Company Secretary and ensures all relevant issues are on the agenda;
  7. Facilitate regular evaluation of performance of board members, its committees and individual Directors;
  8. 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.
  9. Implement and execute policies, strategies and decisions approved by the Board and accountable for the results and performance;
  10. 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;
  11. Managing the interface between Board and Management;
  12. Leading the Board in establishing and monitoring good corporate governance practices.

The Board consists of 50% Independent Directors which forms sufficient independent element to strive for independent decision-making.

 
   
7.0 BOARD COMMITTEES  

The Board may delegate their powers and duties to the following Board committees which shall operate within defined terms of reference:-

 
   
7.1 Audit Committee  

Audit Committee assists the board in fulfilling its oversight responsibilities by reviewing the financial information provided to the board, shareholders and general public, the system of internal control and audit process.

 

Terms of reference

Composition

The Audit Committee shall be appointed by the Board of Directors from amongst their number and shall compose of not fewer than three (3) members. All members must be non-executive directors, with a majority of them being independent directors.

At least one member of the Audit Committee:-

 
  1. must be a member of the Malaysian Institute of Accountants (MIA); or
  2. if he is not a member of the MIA, he must have at least 3 years' working experience and:-
    • have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act, 1967; or
    • must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967; or
  3. fulfils such other requirements as prescribed or approved by the Exchange.

The Chairman of the Audit Committee shall be an Independent Non-Executive Director and shall not the Chairman of the Board. (New CG Practice 8.1)

In the event of any vacancy in the Audit Committee resulting in the non-compliance with Paragraph 15.09(1) of the Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities"), the Board shall appoint a new member within three (3) months.

No former key audit partner of the Company's external auditors shall be appointed as a member of the Audit Committee unless the said former key audit partner has observed a cooling-off period of at least two (2) years before being appointed as a member of the Audit Committee.

The Board of Directors shall review the term of office and the performance of the Audit Committee and each of its members at least once in every three (3) years.

No alternate Director shall be appointed as a member of the Audit Committee.

Meetings and reporting procedures

The Audit Committee shall meet at least four (4) times a year and the quorum shall be at least three (3) persons with majority being Independent Directors.

The Audit Committee may invite other board members, senior management to attend meetings, including the presence of external auditors, where deemed necessary.

The Audit Committee shall meet with the external auditors without presence of executive Board members at least once a year. Upon the request of the external auditor, the Chairman of the Audit Committee shall convene a meeting of the committee to consider any matter the external auditors may bring to the attention of the Directors or shareholders.

The Company Secretary shall act as secretary of the Audit Committee and shall keep the minutes of each Audit Committee meeting.

Authority

The Committee is authorised by the Board to:-

  1. have authority to investigate any matter within its terms of reference;
  2. have the resources and unrestricted access to information which are required to perform its duties;
  3. have direct communication with the external auditors, internal auditors and senior management;
  4. be able to obtain legal and external independent professional or other advices;
  5. be able to convene meetings with the external auditors, internal auditors or both, excluding the attendance of other directors or employees, whenever deemed necessary;
  6. be able to decide the appointment and removal, scope of work, performance evaluation and budget for the internal audit function.

Duties and functions

  1. Review the quarterly results and year-end financial statements of the Company, focusing particularly on:
    • any changes in the accounting policies and practices;
    • significant adjustments arising from the audit;
    • the going concern assumption; and
    • compliance with accounting standards and other legal requirements;
  2. Review with external auditors before the audit commences, the audit scope and planning, including any changes to the planned scope of audit;
  3. Review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work;
  4. Review the external and internal audit reports, major audit findings and management response and ensure that appropriate remedial action is taken by management on the audit findings and recommendations;
  5. Review the assistance given by the Company's officers to the auditors and any issues, difficulties and reservations arising in the course of audit, or any matters the auditors may wish to report or communicate;
  6. Review the independence and objectivity of the external auditors and their services rendered, including non-audit services and professional fees;
  7. Review the appointment, audit quality and assess the performance of external auditors and internal auditors, the audit fees and any questions of resignation or dismissal;
  8. To review and discuss with management, the external auditor and internal auditor the adequacy, effectiveness of or weaknesses of the Company's internal control system, significant findings and recommendations of the auditors, management responses and implementation of corrective actions;
  9. Review and evaluate the effectiveness of the Company's process for assessing significant risks or exposures and the steps management has taken to minimise such risks.
  10. To direct and where appropriate, supervise any specific projects or internal investigation and review with management the investigation report;
  11. Review any related party transactions and conflict of interest situation that may arise within the Company or the Group; and
  12. Review any other activities as defined and authorised by the Board.

 
   
7.2 Nomination Committee

Nomination Committee assesses and recommends to the Board candidature of directors, chairman and evaluates directors on an on-going basis.

Terms of reference

Composition

The Nomination Committee shall comprise of three (3) members appointed by the Board of Directors, exclusively of non-executive directors, a majority of whom must be independent.

The Chairman of the Nomination Committee shall be an independent non-executive director. The Chairman shall attend all meetings of the committee other than when matters concerning himself are discussed.

The Company Secretary shall be the secretary of the Nomination Committee. The Secretary shall maintain minutes of the proceedings of the Committee and circulate such minutes to Board of Directors.

 
   
Responsibilities and authorities  
  1. Lead the succession planning;
  2. Recommend to the Board candidates for all directorships to be filled, taking into consideration the candidates':
    • Skills, knowledge, expertise and experience, age, cultural background, gender;
    • Professionalism
    • Integrity; and
    • In the case of candidates for the position of independent non-executive directors, the nomination committee should also evaluate the candidates' ability to discharge such responsibilities/functions as expected from independent non-executive directors.
  3. Recommend to the board, candidates to fill the seats on board committee and senior management;
  4. Assist the board in an annual review of the required mix of skills and experience and other qualities including core competencies which non-executive directors should bring to the board;
  5. Annually assess and evaluate the effectiveness of the board as a whole, the board committees and the contribution of each individual director, including independent non-executive directors.
  6. Assist the board to establish a clear succession plan, including appointing, training and fixing the compensation.
 
   
Selection procedure  
  1. Where a new Director appointment is required, the Nomination Committee will consider the experience and skills appropriate for an appointee, having regard to those of existing board members.
  2. Upon identifying a potential appointee, specific consideration is given to the candidate¡¯s competencies, skills, qualifications, independence, other directorships and time availability and the effect of their appointment on the overall balance composition of the Board. The Board will not discriminate against any director for appointment because of gender, race, religion or others.
  3. The actual decision as to who shall be appointed is the responsibility of the full Board after considering the recommendation of the Nomination Committee.
 
   
Meeting  
The Committee shall meet at least once a year and from time to time as determined by the members of the Committee and the quorum shall be at least two (2) persons. Written notice of the meeting together with an agenda shall be given to the members of the Committee at least 7 days before the meeting.  
   
   
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