highlighter bg

BOARD CHARTER - BOARD CHARTER PG3

PDF Print E-mail
Article Index
BOARD CHARTER
board_charter_pg2
board_charter_pg3
All Pages

 

CONFLICT OF INTEREST SITUATION

1. The directors must disclose to the Board any potential conflicts of interest which may exist or be thought to exist as soon as they become aware of the issue;

2.  If a conflict or potential conflict situation exists, it is required that the interested director shall be abstained from discussions and deliberations and voting and must not vote on the resolution approving the transactions;

3. The Board has established the Review Procedures for Related Party Transactions to ensure the transactions with interested persons are undertaken on normal commercial terms and are consistent with the Group’s usual business practices and policies, which are generally no more favorable than those extended to unrelated third parties;

4. Each Director is required to disclose the interests / directorships / shareholdings in other companies to the Company Secretary and the list shall be updated periodically;

5. The Audit & Risk Management Committee is entrusted to review related party transactions and conflict of interest situations and ensure that the transactions are not prejudicial to the interests of the Company or its non-controlling shareholders and

SHARE DEALINGS

1.  The directors, principal officers of the Group and including persons who have access or are privy to price-sensitive information must strictly observe the provisions of the Listing Requirements as to dealings in the securities of the Company during Closed Period and Outside Closed Period.

2.  Closed period means a period commencing from thirty (30) calendar days before the targeted date of announcement to Bursa Securities of the quarterly results, up to the date of announcement of the quarterly results.

3.  The directors and principal officer are prohibited to be involved with the dealings in the securities unless the procedures relating to dealing in securities during Closed Period have been complied.

4.  The following procedures in regards to dealings in the securities of the Company during Closed Period must be adhered to –

i. The director or principal officer (Affected Person) must give notice on his intention to deal    in the securities and inform his current shareholdings to the Company;

ii. Upon receipt of such notice, the Company must immediately announce to Bursa Securities;

iii. The proposed dealing can only be effected one (1) full market day after the announcement;

iv. The Affected Person must give notice of his dealings in writing to the Company Secretary within one (1) full market day after the dealing; and

v. Upon receipt of such notice, the Company must immediately announce to Bursa Securities.

5.  Persons connected to directors and principal officer are also to abstain from dealing if they are in possession of the price sensitive information.

6. Any directors or principal officers if they dealt in the securities of the Company outside Closed Period must inform the Company Secretary within, and in any event not later than three (3) market days after the dealing has occurred.

FINANCIAL REPORTING

(a) Transparency and Integrity

1. The Board is committed to provide a balanced, clear and comprehensive assessment of the Group’s financial position and prospects by making sure the financial statements and quarterly announcements are prepared in accordance with the provisions of the Companies Act, 2016(“the Act”) and applicable approved accounting standards;

2. The Board ensures that the financial statements are prepared so as to give a true and fair view of the current financial status of the Company and uphold integrity in financial reporting and

3. The Board is assisted by the Audit & Risk Management Committee in reviewing the appropriateness of accounting policies applied by the Group as well as the changes in these policies.

4. The Audit & Risk Management Committee also assists the Board in overseeing the financial reporting process and the quality of the financial reporting.

5. The Audit & Risk Management Committee reviews and monitors the accuracy and integrity of the Group’s annual and quarterly financial statements for announcement to the public within the stipulated time frame.

(b) External Auditors

1. The Board is committed to maintain a transparent and professional relationship with the Group’s external auditors through the Audit & Risk Management Committee;

2. The Group’s external auditors are invited to attend the Audit & Risk Management Committee meetings when deemed necessary. The Audit & Risk Management Committee meets the external auditors to review the scope and adequacy of the audit process, the financial statements, their audit findings, internal controls and accounting policies, as and when the need arises and

3. Appointment of the Company’s External Auditors is subject to the approval of shareholders at Annual General Meetings. The Company’s External Auditors have to retire during the AGM every year and be re-appointed by shareholders for the ensuing year at the remuneration to be determined by the Board.

BOARD MEETINGS

1. The Board should meet in person as least once every quarter to facilitate the discharge of their responsibilities.

2. It is expected that each director makes every effort to attend each Board meeting and each meeting of any Board Committee on which he/she sits.

3. Each director should be familiar with the agenda for each meeting, having carefully reviewed all materials distributed in advance of the meeting, and be prepared to participate actively in the meeting and to discuss all scheduled items of business.

4. Members of the management who are not directors may be invited to attend and speak at meetings on matters relating to their sphere of responsibilities.

5. A Director must attend at least 50% of the Board meetings held in each financial year, and must not appoint another person to attend or participate in a Board meeting on his/her behalf.

The office of a Director shall become vacant if he/she-

(a) becomes of unsound mind;

(b) becomes bankrupt;

(c) is absent from more than 50% of the total Board meetings of the Company held during  the financial year;

(d) is convicted by a court of law, whether within Malaysia or elsewhere; or

GENERAL MEETINGS

1. The Company regards the AGM as an important event in the corporate calendar of which all directors and senior management should attend.

2. The Chairman encourages active participation by the shareholders during the AGM.

3. Board members, and senior management will be present to respond to any questions raised from the shareholders. The Company’s external auditors are also present to address issues relating to the audits and the auditors’ reports.

INVESTORS RELATIONS AND SHAREHOLDER COMMUNICATION

1. The Board ensures the timely release of financial results on a quarterly basis to provide shareholders with an overview of the Company's performance and operations in addition to the various announcements made during the year.

2. The Company's website provides easy access to corporate information pertaining to the Company and its activities and is continuously updated.

COMPANY SECRETARY

1. The Board appoints the Company Secretary.

2. The Company Secretary is the central source of guidance to the Board for information and advice on issues relating to compliance with statutory and regulatory requirements.

3. The Company Secretary performs the secretarial functions of the Company including recording the proceedings of the Board, Board Committees and General Meetings.

REVIEW OF BOARD CHARTER

The Board reviews the Board Charter annually to ensure its relevance.

Date of last review: 06 April 2018