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BOARD CHARTER - BOARD CHARTER

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BOARD CHARTER
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Authority

 

1.  The Committee is authorised by the Board to carry out the duties mentioned below and the Board and Management shall give all assistance that is necessary to enable the Committee to discharge its duties.

2.  The Committee shall, whenever necessary and reasonable for the performance of its duties and in accordance with a procedure to be determined by the Board and at the Company's cost:

a)   have authority to investigate any matter within its terms of reference;

b)   have the resources which are required to perform its duties;

c)   have full and unrestricted access to any information pertaining to the Company;

d)  have direct communication channels with the External Auditors and person(s) carrying out the internal audit function or activity (if any); and

e)   be able to obtain independent professional or other advice.

3.   The Internal Auditors report directly to the Committee.

 

Functions and Responsibilities:

The functions and responsibilities of the Committee shall include the following:

1. To discuss and liaise with the External Auditors to ensure the smooth implementation of the audit plan, review and forward the evaluation of the system of internal controls and audit report to the Board;

2. To review the assistance given by employees of the Group to the External Auditors;

3. To review the effectiveness of internal control systems and the findings of the Internal Auditors, if available;

4. To review quarterly report and annual financial statements prior to the approval of the Board, focusing particularly on;

i) changes in or implementation of major accounting policy changes;

ii) significant and unusual events; and

iii) compliance with accounting standards and other legal requirements.

5. To review any related party transactions and conflict of interest situation that may rise within the Company and the Group including any transaction, procedure or course of conduct that raise questions of management integrity;

6. To assess and make recommendations concerning the appointment, re-appointment or resignation of the External Auditors and their remuneration to the Board;

7. To review the adequacy of the scope, functions, competency and resources of the Internal Audit functions and that it has the necessary authority to carry out its work;

8. To assess the performance of the Internal Auditors and to approve any appointment, resignation or termination of the Internal Auditors;

9. To review and verify the allocation of shares options granted to employees pursuant to the Employees Share Option Scheme, if any;

10. To review the statements for inclusion in the Company’s Annual Report namely Management Discussion & Analysis, Corporate Governance Report & Overview Statement, Audi& Risk Management Committee Report and Statement on Risk Management of Internal Control;

11. To consider other topics as defined by the Board.

The Committee shall report to the Board at every quarterly meeting.

 

ii. Nominating Committee

TERMS OF REFERENCE

Appointment/Composition

1.   The Nominating Committee shall be appointed by the Board of Directors.

2.   The Nominating Committee shall consist of not less than two (2) members.

3.   All the Nominating Committee members must be non-executive directors, with a majority of them being independent directors.

4.  The chairman of the Nominating Committee must be an independent director and shall be appointed by the Board of Directors. In the absence of the chairman of the Nominating Committee, the remaining members present shall elect one of their numbers to chair the meeting.

 

Meetings

1.  The Nominating Committee shall meet at least once a year and at such times, whenever they deemed necessary.

2.  The quorum of the Nominating Committee meeting shall be two (2) members, comprising a majority of independent directors.

3. The Company Secretary or the representative of the Company Secretary shall act as the secretary of the Nominating Committee.

4.  Participants may be invited from time to time to attend the Nominating Committee meeting depending on the nature of the subject under review. These participants may include the executive directors, management or any other external advisers or experts.

 

Authority

The Nominating Committee is authorised by the Board of Directors to carry out the duties mentioned below and the other directors and employees shall give all assistance that is necessary to enable the Nominating Committee in discharging its duties.

 

The Nominating Committee shall, whenever necessary and reasonable for the performance of its duties and at the Company’s cost to obtain independent professional or other advice.

 

Duties and Responsibilities

1. To annually assess the Board as a whole, the Board Committees and each individual directors.

2. To annually assess independence of the independent directors

3. To annually assess the term of office and performance of the Audit & Risk Management Committee and each of its members

4. To annually assess the trainings attended by the directors

5. To annually assess the composition and the diversity of the Board

6. To recommend new candidate and to assess new candidate recommended by the Board and shareholders of the Company for appointment as a director of the Company. In making its recommendations, the Nominating Committee should consider the candidates’ –

i) Education, skills, knowledge, expertise and experience;

ii) Professionalism, inter-personal skills and integrity;

iii) in the case of candidate for the position of independent directors, to evaluate the candidate’s ability and time commitment in discharging his responsibilities/functions as expected from the role of independent directors.

7. To review and recommend to the Board, the appointment and continuation in office of any independent directors who have reached the tenure of nine (9) years and above.

8. To review and recommend to the Board, the re-election of directors who retire by rotation pursuant to the provision of the Company’s Constitution, having due regard to their performance, skills and experience required.

9. To review the term of office and performance of the Committee and each of its members at least once every three (3) years to determine whether such Committee and members have carried out their duties in accordance with their terms of reference.

 

iii. Remuneration Committee

The terms and reference of the Remuneration Committee are as follows:

Appointment / Composition

1.  The Remuneration Committee shall be appointed by the Board of Directors.

2. The Remuneration Committee shall consist of not less than three (3) members, comprising wholly independent directors.

3. The Chairman of the Remuneration Committee must be an independent director and shall be appointed by the Board of Directors. In the absence of the chairman of the Remuneration Committee, the remaining members present shall elect one of their numbers to chair the meeting.

 

Meeting

1. The Remuneration Committee must meet at least once a year.

2. The quorum of the Remuneration Committee meeting shall be two (2) members.

3. The Company Secretary or the representative of the Company Secretary shall act as the secretary of the Remuneration Committee.

4. Participants may be invited from time to time to attend the meeting depending on the nature of the subject under review. These participants may include the executive directors, Division Heads, Internal Auditors, External Auditors and any other experts, where relevant.

 

Authority

The Remuneration Committee is authorised by the Board of Directors to carry out the duties mentioned below and the other directors and employees shall give all assistance that is necessary to enable the Remuneration Committee in discharging its duties.

The Remuneration Committee shall, whenever necessary and reasonable for the performance of its duties and at the Company’s cost to obtain independent professional or other advice.

 

Functions / Responsibilities

  1. To establish and recommend to the Board, the remuneration policy of the Group
  2. To review and recommend to the Board, the remuneration package of executive directors
  3. To review and recommend to the Board the directors’ fees and benefits of non-executive directors for shareholders’ approval at the Annual General Meeting
  4. To review and recommend to the Board, the remuneration package of senior management
  5. To consider other remunerations or rewards to retain and attract directors.

 

Composition and Board Balance

  1. The Board comprises four (4) non-independent executive directors and three (3) independent non-executive directors.
  2. The composition equips the Board with the necessary skills of business, financial and technical experience to effectively lead and control the Company.  The Board may appoint a Senior Independent Director to whom shareholders' concerns can be conveyed if there are reasons that contacts through the normal channels of the Executive Chairman or the Managing Director have failed to resolve them.

 

Appointment

  1. No candidate shall be considered for appointment as independent director if he is a former key audit partner until at least two (2) years after he/she ceases to be a partner of the firm last served as the Company’s external auditors.
  2. The directorships held by the candidate at any one time must not exceed five (5) directorships in public listed companies.
  3. The candidate must be able to commit sufficient time to effectively discharge his role as a director of the Company.
  4. The appointment of a new director is a matter of consideration and decision by the Board as a whole upon recommendation from the Nominating Committee.
  5. The Company Secretary has the responsibility in ensuring that the relevant procedures relating to the appointment of a new director is properly executed.
  6. The new director must attend the Mandatory Accredited Programme (MAP) as required by Bursa Malaysia Securities Berhad. Subsequently, he is encouraged to attend trainings and determine his own training needs to update or increase his knowledge in relation to developments of laws and regulations and the business environment.
  7. All directors are expected to:-

i.  provide independent opinions to the fact-finding, analysis and decision making process of the Board, based on their experience and knowledge;

ii. consider viewpoints from other Board members; make decisions and recommendations for the best interest of the Company collectively;

iii. keep abreast of the latest corporate governance guidelines in relation to the Board as a whole; and

iv.  continuously seek out best practices in terms of the processes utilised by the Board, following which these should be discussed with the rest of the Board for possible adoption.

 

Re-election/Re-appointment

  1. One-third (1/3) of the Directors are subject to retirement by rotation yearly or at the interval of every three (3) years.
  2. Independent directors who have served more than nine (9) years is subject to annual shareholders’ approval.