To objectives of this Board Charter is to:
- provide a primary source of reference and induction literature to all Board Members;
- set out the intent, authority, terms of reference and matters of focus for the Board; and
- defines the fundamental roles and responsibilities of the Board and individual directors as well as the decision reserved to the Board.
The Board is responsible for leading and managing the Company effectively. Each Director has a legal and fiduciary duties to act in the best interest of the Company. The Directors, collectively and individually, shall aware of their responsibilities to shareholders and stakeholders.
All Directors should objectively discharge their duties and responsibilities at all times in the interests of the Group and to keep abreast of his responsibilities as a Director and of the conduct, business activities and development of the Group.
In meeting the goals and objectives of the Group, the Board should, among others:
The number of Directors shall be at least two (2) and not more than eleven (11) unless otherwise determined by a General Meeting, as stipulated in the Company’s Constitution.
The directorships held by any Board member in listed companies shall not exceed five (5) companies at any one time.
One-third (1⁄3) of Directors are subject to retirement by rotation yearly or at the interval of every three (3) years.
The size of the Board is determined based on the credential, knowledge and experience needed for effective functioning of the Board as well as the regulator’s requirements on independent directors.
Appointment of Board and Senior Management are based on objective criteria and with due regard to diversity of skills, experience, age, cultural background and gender. In identifying candidates for appointment of Directors, the Board may rely on recommendations from existing Members, Management, Major Shareholders or utilise external sources to identify suitably qualified candidates.
The Board recognises and the embraces benefit of gender diversity in board composition. In its selection of Board members, the Board provides equal opportunity to all candidates who meet its selection criteria.
All new Directors and Senior Management appointed shall undertake a formal induction program coordinated by the Nomination Committee.
In order to ensure that the direction and control of the Group is within the Board’s hands firmly, the following list of matters shall be reserved to the Board for decision:
These matters reserved shall be communicated to all Directors, Company Secretary, Internal Auditors, External Auditors and the Senior Executives. Management shall familiarise and observe the matters reserved to the Board and undertake to provide adequate, timely and quality information to the Board for making its decision on these matters.
All Board members shall have access to:
Management is responsible for providing the Board with the required information in an appropriate and timely manner. If the information provided by management is insufficient, the Board may make further enquiries, to which the management staff responsible shall respond accordingly.
The primary roles of the Board Chairman are:
The key responsibilities of the Executive Directors and Senior Management are:
Although the Non-Executive Director is present at Board meetings of the Company, he/she is not involved in the day-to-day running of business or managing of the business generally.
Nevertheless, Non-Executive Directors, together with the Executive Directors, play a part in:
The primary responsibility of Independent Directors is to ensure effective check and balance in the Board by:
Independent Director of the Board must fulfill the provisions and definition of independent director of the Listing Requirements at all times and must declare their independence to the Board annually.
When Board intends to retain its Independent Director beyond nine years, it would justify and seek shareholders’ approval in the AGM. However, if the Board continues to retain its Independent Director after the twelfth year, the Board would seek shareholder’s approval through a two-tier voting process in the AGM.
The Board may from time to time establish appropriate Board Committees to assist them in the discharge of their responsibilities. However, the Board will not delegate any of its decision-making authority to those Committees.
The Board shall establish the following Committees and define their respective terms of reference:
The role, function, performance and membership of each Committee will be reviewed on an annual basis as part of the Board’s appraisal process.
The respective Chairmen of the Board Committees shall provide meaningful response to questions addressed to them during general meetings.
Except for matter relating to operation of Board Committees or duties of the Company Secretary, the communications between the Independent and Non-Executive Directors and the Senior Management should be through Executive Director.
In order to carry his function effectively, Company Secretary should possess the knowledge and experience covering the knowledge in company and securities law, finance, governance, company secretaryship and listing requirements and undertake continuous professional development.
The roles and responsibilities of the Company Secretary include, but not limited to the following:
The Company has a policy and framework set up on Anti-Bribery and Anti-Corruption Policy and Procedure in placed.
All the employees and stakeholders are aware of the Company's policy.
The Management continuously gives training and awareness to its employees on the ABAC.
Board meetings are held on at least once in every three (3) months. The agenda for each meeting is dictated by the needs of the Board and would be communicated in the notice of meeting.
Additional Board meeting can be convened at the request of any Director by giving all Directors five (5) days’ notice in writing. A meeting may, with the consent of all Directors, be convened with shorter notice.
Full agenda and comprehensive Board papers shall be circulated to all Directors in advance of each Board meeting covering but not limited to:
All Board members shall attend at least 50% of the Board meetings held in each financial year or such other percentage as may be prescribed by the Listing Requirements. Heads of the respective division units and relevant Management personnel may be invited to attend the Board meetings as and when the need arises.
Personal attendance of Board members at meetings is preferred. But, the Board and Board Committees may hold meetings at two or more venues using technology that gives all Members of the Board or the Board Committee a reasonable opportunity to participate in the meeting. On the other hand, Board may also pass its resolution by way of circular.
To facilitate robust Board discussions, the Company Secretary should ensure that Directors are provided with sufficient information and time to prepare for Board meetings.
The meeting materials should be circulated at least five (5) business days in advance of the Board meeting. All Board members should ensure that the minutes of meetings accurately reflect the deliberations and decisions of the Board, including whether any Director abstained from voting or deliberating on a particular matter.
Regular reviews of Directors’ effectiveness and performance are important for Board improvement. The Board shall reviews and evaluates each Director’s performance, its own performance and the performance of its Committees at least once a year. When assessing its performance, the Board shall also evaluate its performance vis-a-vis the provisions in this Board Charter.
All Board related performance appraisal shall be administered and conducted by the Nomination Committee who shall then report back to the Board. Based on the result of appraisal, the Nomination Committee should assist the Board to undertake assessment of the training needs of each Board Member.
The Nomination Committee will review and assess the competency and area of weakness of the Board members as a whole. The Nomination Committee will recommend the appropriate educational/training programmers to the respective Board members to equip themselves with the relevant knowledge.
The Board is responsible to establish formal and transparent remuneration policies and procedures. In order to attract and maintain talents, the Board shall remunerate its Executive Directors and Senior Management reasonably and fairly based on the market trends and conditions as well the individual’s and Group’s performance. For Non-Executive Directors’, their remuneration shall be determined based on their qualification, experiences, competence having regard to their responsibilities and annual performance evaluation.
The Board may through Remuneration Committee draw advice externally, if necessary to review the remuneration of the Board and Senior Management.
All Board Members are expected to undertake continuing professional education to enable them to discharge their duties effectively. While Management, Company Secretary, Internal and External Auditors would brief the Board on changes in the legislative, regulatory or industry framework which impact the Group, Board Members shall seek continuous knowledge of the changes in the securities, listing and companies regulations by participating in appropriate training programs.
Ongoing engagement and communication with stakeholders build trust and understanding between the Group and its stakeholders. It provides stakeholders a better appreciation of the Group’s objectives and the quality of its Management. This in turn will assist stakeholders in evaluating the Group and facilitate shareholders to determine how their votes should be exercised. From the Group’s perspective, stakeholder communication provides an avenue for invaluable feedback that can be used to understand stakeholders’ expectations and to develop business strategies.
The principles governing the Board’s stakeholders communication initiatives are as follows:
General meetings are important platforms for directors and senior management to engage shareholders to facilitate greater understanding of the company’s business, governance and performance. This supports shareholders in exercising their ownership rights and expressing their views to the board and senior management on any areas of concerns.
Shareholders should exercise their rights to ask questions, provide views and vote at general meetings. The Company should also leverage technology to facilitate greater shareholder’s participation and enhance the proceedings of General Meetings.
Notice for an Annual General Meeting should be given to the shareholders at least twenty- eight (28) days' prior to the meeting.
The Board should ensure that shareholders are given sufficient notice and time to consider the resolutions that will be discussed and decided at the General Meeting. The notice should include details of resolutions proposed along with any background information and reports or recommendations that are relevant and as stipulated in the listing requirements for the proposed resolution. This is to enable shareholders to make an informed decision when exercising their voting rights.
Presence of all directors will provide opportunity for shareholders to effectively engage each director and allow shareholders to raise questions and concerns directly to those responsible directors.
The Board should take measures to ensure that shareholders are able to participate at General Meetings. In facilitating greater shareholder participation, the Company will consider leveraging technology to facilitate electronic voting and for the remote shareholder participation, if needed.
The Board shall review this Charter annually and make necessary or desirable amendments to ensure that the Charter remains consistent with the Board’s objectives, current regulation requirements and governance best practice. Changes of the provisions in the Charter shall be adopted by the Board with a resolution.
This Charter shall be available to all Board Members and key Senior Management. A copy of this Charter shall be published on the Group’s website.