The objectives of this Board Charter are to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good Corporate Governance are applied in all their dealings in respect and on behalf of the Company. 

This Board Charter also serves as a source reference and primary induction literatures to facilitate better understanding to prospective Board members and senior management.

3.1    Duties and Responsibilities

The Board assumes, amongst others, the following duties and responsibilities: –
a) Strategic Plans, Management Performance, Sustainability:

• adopting the overall strategic plans of the Group
• setting its strategic aims and ensuring that necessary resources are in place for the Group to meet its objectives.
• ensuring that the Group’s strategic plan, governance framework and decision-makings support long-term value creation while taking into account environmental, social and governance (“ESG”) considerations underpinning sustainability.
• reviewing, challenging and deciding on management’s proposals for the Group, and monitor its implementation.

b) Internal Control, Risk Management and Corporate Governance:

• setting policies appropriate for the businesses and governance of the Group;
• ensuring there is a sound framework for internal controls and risk management;
• reviewing the adequacy and integrity of the Group’s management information systems and internal control systems.
• establishing proper succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing Board and key management;
• together with senior management, promote good corporate governance culture within the Company which reinforces ethical, prudent and professional behaviour;
• setting the risk appetite within which the Board expects management to operate and ensure that there is an appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial risks.
• Shareholders and Stakeholders Communications:
• developing and implementing a shareholders communication policy to enable effective communication with stakeholders;
• ensuring that its obligations in respect of ethical and corporate values/standards to its shareholders and other stakeholders are understood and met.

3.2 Board Structure

3.2.1 Size and Skill Composition

The Board shall, via its Nomination Committee, ensure that it collectively has the right size and diverse range of expertise to perform its duties and fulfill its responsibilities properly, including finance and accounting, corporate management, experience and knowledge in the Company’s business industries, legal skills, information technology etc.

The number of Directors at any one time shall be in accordance with the Article 84 of the Company’s Constitution.

The Board, through its Nomination Committee, shall review the composition and size of the Board and tenure of individual Director from time to time to ensure its appropriateness.

3.2.2    Independent Directors

In accordance with Paragraph 15.02 of the Bursa Malaysia Securities Berhad’s (“Bursa Securities”) Listing Requirements, the number of Independent Directors shall make up at least two or one-third (whichever is higher) of the membership of the Board.

An Independent Director is one who 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.  The presence of Independent Directors provides objectivity and independent judgement to the decision making process of the Board.

The Board may from time to time appoint a Senior Independent Director to whom shareholders’ concern can be conveyed.

3.2.3    Gender Diversity

While providing equal opportunity to candidates with merits, the Board encourages diversity and gender mix in its composition for good corporate governance practices and to enable to Board to have a diverse set of skills, knowledge, perspectives to effectively discharge its duties and responsibilities.

4.1 Duties & Responsibilities

All Directors shall objectively discharge their duties and responsibilities at all times as fiduciaries in the interests of the Company. All Directors must act with integrity, lead by example, keep abreast of his responsibilities as a director and of the conduct, business activities and development of the Company.

All Directors are expected to be able to understand financial statements and form a view on the information presented.

4.2  Appointment of Directors

The appointment of a new Director is a matter for consideration and decision by all members of the Board upon appropriate recommendation from the Nomination Committee.

Appointment of directors are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender.

While the Board delegates the responsibility of selecting candidates for the appointment of directors to its Nomination Committee, the decision of appointment of director is a matter reserved for the Board.  

In searching and selecting candidates for appointment of director, the Board and/or its Nomination Committee shall use different sources to identify qualified candidates, including independent sources and shall not rely solely on recommendations from existing directors or major shareholders.

4.3  Re-election and Re-appointment

Article 92 of the Company’s Constitution provides that every newly appointed Director be subjected to re-election at the following Annual General Meeting (“AGM”).  In addition, Article 86 of the Company’s Constitution provides that one third (1/3) of the Board (including Group Managing Director pursuant to Article 124 of the Company’s Constitution) shall on rotation basis retire from office and be eligible for re-election at every AGM, and all the Directors shall be subjected to re-election at least once every three (3) years.

The tenure of each Director should be reviewed by the Nomination Committee and annual re-election of Director should be contingent on satisfactory evaluation of the Director’s performance and contribution to the Board.

The tenure of an Independent Director shall not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, an Independent Director may continue to serve the Board subject to the Director’s re-designation as a Non-Independent Director.  If the Board intends to retain an Independent Director beyond nine (9) years, it shall justify and seek annual shareholders’ approval through a two-tier voting process.  A Director who has served the Board for a cumulative of more than 12 years must resign or be re-designated as a Non-Independent Director.

4.4  Number of Directorships

All Directors shall notify the Board before accepting any new Directorship of other listed companies.

All newly appointed Directors shall notify the Board his or her existing Directorship in other listed companies.

Each Director shall not hold more than five (5) directorships in listed companies at any one time.

4.5  Independence of Directors

The Board shall assess and determine the status of independence of each Director annually taking into consideration of their disclosed interest in the Company or any of its subsidiaries.

4.6 Types of Directors

4.6.1 Independent Director

An “independent” Director is one who does not have a relationship with the Company, its related Companies or its officers, that could interfere, or be reasonably perceived to interfere, with the exercise of the Director’s independent business judgment.

4.6.2 Executive Director

A Director who is employed full-time to run the Company’s business and is involved in its management activities is typically known as Executive Directors. They are therefore not independent to the Board. Examples of different categories of Executive Directors are :

a) Group Managing Director (“GMD”)
b) Executive Director.

4.6.3 Non-Executive Director

The Board shall assess and determine the status of independence of each Director annually taking into consideration of their disclosed interest in the Company or any of its subsidiaries. 

Although the Non-Executive Director is present at Board meetings of the Company, he is not involved in the day-to-day running of business nor the managing of the business generally.  He would therefore, normally not be in the office.

Nevertheless, Non-Executive Directors, together with the Executive Directors, play a part in :

a)    constructively challenging and helping develop on the Company’s strategy; and
b)    reviewing and monitoring the performance of management.

4.7 Independent Chairman and Group Managing Director

4.7.1 Balance of Power and Authority

The roles of Independent Chairman and GMD are separated and clearly defined to ensure there is a balance of power and authority. The Independent Chairman is responsible for the leadership, effectiveness, conduct and governance of the Board, while the GMD has overall responsibility for the day-to-day management of the businesses and implementation of the Board’s policies and decisions.

4.7.2 Independent Chairman

The Independent Chairman is responsible for the following:

In respect of the Board:

a) To provide leadership for the Board to perform effectively in all aspects of its roles with the assistance of the Board Committees and management;
b) To lead the Board in the adoption and implementation of good corporate governance practices in the Group.
c) To set the Board agenda and ensure all directors have complete and accurate information on a timely basis.
d) To lead board meetings and discussions, to promote Directors’ active participation, to allow dissenting views to be expressed freely, thereby encourage effective contributions of all the Directors and senior management personnel;
e) To act as an intermediary for other Director when necessary; and In respect of the Shareholders and Stakeholders:
f) To ensure steps are taken to provide for effective communications with stakeholders, and that their views are communicated to the Board as a whole.
g) To ensure that general meetings support meaningful engagement between the Board, Management and shareholders.
h) To provide sufficient opportunity to shareholders pose questions during the general meeting and all the questions should receive a meaningful response.
i) To provide a point of contact for shareholders and other stakeholders.

4.7.3 Group Managing Director

The GMD leads the management team and is accountable to the Board for the performance of the Group and his management team. The key roles of the GMD are as follows:

a) To develop and implement corporate strategies for the Group;
b) To bring material and other relevant matters to the attention of the Board in a reliable and timely manner;
c) To manage the Group’s businesses and ensure that operational processes and internal control systems are in place effectively;
d) To lead management and employees and express his clear leadership;
e) To identify business, acquisition/investment opportunities and subsequently execute approved proposals;
f) To develop an organisational structure with the necessary succession planning;
g) To implement Corporate Sustainability initiatives of the Group;
h) To ensure that the Group’s financial reports present a true and fair view of the Group’s financial position and performance and are in accordance with the applicable accounting standards.

The Board shall establish the following Board Committees (“Committees”) to assist the Board in carrying out its duties:

a) Audit Committee;
b) Nomination Committee;
c) Remuneration Committee; and
d) Other ad hoc Committees where appropriates.

The Committees shall operate under clearly defined and Board approved terms of reference, and the Committees are therefore authorized by the Board to deal with specific areas delegated to them within their respective terms of reference.

The Board shall convene at least four (4) scheduled meetings in every calendar year, with additional meetings to be held as and when necessary.

All Directors are encouraged to attend and participate in every Board Meeting held.  Agenda of the meetings are to be clearly set out and distributed together with other Board papers at least five (5) days prior to the meetings.  These allow each Director to have sufficient time to seek further information and clarification from the fellow Directors, senior management or external consultants where necessary.

The Board may invite other senior personnel or external consultants to brief or advise the Board in the meetings.

In presenting the financial statements, including audited financial statements, quarterly announcement, prospectuses and public announcements that are share price sensitive, the Board shall endeavor to provide a balanced and understandable assessment of the matters reported.

The Board shall ensure that the financial statements are prepared in accordance with the Companies Act, 2016 in Malaysia and applicable financial reporting standards so as to give a true and fair view of the Company’s and Group’s financial position, financial performance and cash flow position.

Individual Directors’ remuneration is assessed and determined by the Remuneration Committee established by the Board.  The Board as a whole shall assess and determine the remuneration of the Independent Directors.

Remuneration of the Executive Directors shall be assessed against individual director’s scope of duties and responsibilities and the financial performance of the Group for the financial year.

Remuneration of the Independent Directors shall commensurate with the quality of their contributions and level of responsibilities undertaken by them on individual basis.

In addition to the Mandatory Accreditation Programme mandated by the Bursa Malaysia Securities Berhad, all Directors shall continue to update their knowledge and enhance their skills through appropriate continuous development programme.  This is to enable the Directors to discharge their duties more effectively.

The Board, via its Nomination Committee, shall assess and determine the training needs of its Directors from time to time.

The Company aims to provide all Directors with timely and quality information and in a form and manner appropriate for them to discharge their duties effectively.

The management is responsible for providing the Board with the required information in an appropriate and timely manner. The GMD, assisted by the Company Secretary, assesses the type of information required to be provided to the Board. If the information provided by the management is insufficient, the Board will make further enquiries where necessary to which the persons responsible will respond as fully and promptly as possible.

A full agenda and comprehensive Board papers are circulated to all Directors well in advance of each Board meeting.

Amongst others, the Board papers include the following:

a) Quarterly financial report of the Company;
b) Minutes of meetings of all Committees of the Board;
c)  A current review of the operations of the Company;
d) Reports on Related Party Transactions;
e) Directors’ and Substantial Shareholders’ share-dealings; and
f) Annual Management Plans/Budget reports.

Minutes of each Board meeting are kept by the Company Secretary and are available for inspection by any Director during office hours.

The Board appoints the Company Secretary, who plays an important advisory role, and ensures that the Company Secretary fulfils the functions for which he/she had been appointed.

The Company Secretary is a central course of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company.

The Company Secretary should advise Directors of their obligations to adhere to, among others, matters relating to:

a) Support the Board and its Board Committees and advise on their respective roles and responsibilities.
b) Manage all Board and its Committees’ meeting logistics, attend and record minutes of all Board and its Committees’ meetings and facilitate Board communications
c) Facilitate the orientation of new directors and assist in director training and development.
d) Update and advise the Board and its Committees on the Companies Act 2016, Company’s Constitution, MCCG and compliance with the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”);
e) Monitor corporate governance developments and assist the Board in applying corporate governance practices to meet the Board’s needs and stakeholders’ expectations.
f) Maintenance of statutory records; and
g) Remind the Directors and principal officers of the closed period for trading in the Company’s securities.
h) Advise the Board on corporate disclosures and compliance with company and securities regulations and listing requirements.
i) Manage processes pertaining to the annual shareholder meeting.
j) Serve as a focal point for stakeholders’ communication and engagement on corporate governance issues.

The Board and its members shall have full and unrestricted access to any information of the Group’s from any employees of the Group.

Where necessary, the Board and its members may seek independent professional advice and information in the furtherance of their duties at the Company’s expense, so as to ensure the Directors are able to make independent and informed decisions.

The Board shall place great importance in ensuring the high standards of transparency and accountability in its communication to shareholders, as well as to potential investors, analysts and the public. The shareholders shall be informed of all material matters affecting the Company and Group.

The ways of communication to shareholders and investors, amongst others, are as follows :

a) Timely announcements and disclosures made to the Bursa Malaysia Securities Berhad, which includes quarterly financial results, material contract awarded, changes in the composition of the Group and any other material information that may affect investors’ decision making;
b) Issuance of Company’s annual reports;
c) Holding Annual General Meeting and Extraordinary General Meeting with shareholders;
d) Holding or attending to press conference or interview;
e) Participating in institutional investors’ forums; and
f) Publishing corporate information on the Company’s official websites.

The Board shall ensure that an Investor Relation and Communication Policy is in place to effectively govern the manners the Company deals with its shareholders.

The Board of Directors is responsible for the administration, revision, interpretation, and application of this charter. The charter shall be reviewed and updated by the Board at least once every two years.