Board Charter



This Board Charter (“Charter”) is designed to provide Directors and Officers with greater clarity regarding the role of the Board, the requirements of Directors in carrying out their role and discharging their duties to the Company, and the Board's operating practices.

The Charter reads as follows: -

1.1 The Board of Directors (“Board”) is responsible to shareholders for the stewardship and oversight of the management of the Company’s business and affairs.

1.2 The Board’s overriding objective is to increase shareholders’ value within an appropriate framework, which protects the rights and interests of the Company’s shareholders and ensure that the Company is properly managed.
2.1 Composition of the Board

2.1.1 The Board shall comprise that number of Directors as shall be determined from time to time by the Board, in accordance with the Company’s Articles of Association (“Articles”) and applicable laws.

2.1.2 The Company's Articles of Association provides that until otherwise determined in general meeting, the number of Directors shall not be less than two (2) nor more than ten (10).

2.1.3 The minimum number of independent Directors on the Board shall be at least one-third of the total number of Directors or two (2) Directors, whichever is higher.

The independence of the Directors is to be assessed by the Nomination Committee/Board in accordance with the requirements of Malaysian Code on Corporate Governance.

2.1.4 As a general principle, the tenure of an Independent Director shall be up to the maximum period of between nine (9) years. At any stage up to the completion of nine (9) years, an independent director may be re-designated to be a Non-Independent Director if the Nomination Committee so finds that the Director no longer qualifies to be an Independent Director.

Notwithstanding the above, upon completion of the nine (9) years’ period, an Independent Director may continue to serve on the Board subject to the Director’s re-designation as a Non-Independent Director. Otherwise, the Board must justify and seek shareholders’ approval at an Annual General Meeting in the event it retains the director as an Independent Director.

2.1.5 The Board shall appoint a Senior Independent Director to whom concerns from other Directors, shareholders, potential investors and members of the public may be conveyed.

2.1.6 The screening and evaluation process for potential new Directors and Directors to be nominated for re-election are delegated to the Nomination Committee.

A new Director is required to commit sufficient time to attend the Company’s meetings/matters before accepting the appointment to the Board.

2.1.7 Following the Malaysian Code of Corporate Governance 2012 (MCCG 2012), Directors must notify the Executive Chairman before accepting any new Directorship and to indicate the time expected to be spent on the new appointment.

2.1.8 The Board is supportive of the boardroom diversity as recommended by MCCG 2012. The Nomination Committee shall regularly review the diversity needs of the Board, taking into consideration the appropriate skills, experience, gender and characteristic required of the Board members.

2.1 Executive Chairman’s Role

2.2.1 The Executive Chairman carries out a leadership role in the conduct of the Board and its relations with shareholders and other stakeholders.

2.2.2 He maintains a close professional relationship with his management team.

2.2.3 He chairs Board meetings, as well as general meetings of shareholders, and concerns himself with the good order and effectiveness of the Board and its processes.

2.2.4 The Executive Chairman acts as a facilitator at Board meetings and ensures that no Board members, whether executive or non-executive, dominates the discussions.

2.2.5 The Executive Chairman shall also encourage all Directors to participate in the affairs of the Board and be given adequate opportunity to express their views.

2.2.6 The key roles of the Executive Chairman are: -
Ensuring that there is a balanced board, comprising Executive, Non-Executive and Independent Directors;
Ensuring full participation of the Executive, Non-Executive and Independent Directors in the Board’s decision making processes and activities;
Facilitating the effective contribution of Non-Executive and Independent Directors and building a strong bond and trust between them and the Executive Director;
Ensuring that the whole Board plays a full and constructive part in developing and determining the Company’s and/or Group’s strategy and overall business and commercial objectives;
Ensuring that all relevant, material and timely information is made available to the Board for Board meetings;
Effectively leading the Board as a whole and in particular during Board meetings and general meetings;
Setting the agenda to be tabled for discussion, in consultation with the management team and the Company Secretary, taking into consideration the important issues facing the Company and/or Group with emphasis to strategic, rather than routine issues;
Ensuring that there are sufficient channels for effective communication between the Board and the shareholders at general meetings;
Ensuring that complete, timely and clear information on the Company and/or Group affairs are provided to the Board;
Ensuring that the advice of the Company Secretary on compliance, procedures and rules are considered and acted upon; and
Ensuring effective communication between the Company and/or Group and its shareholders, management and other stakeholders.

2.3 Executive Chairman’s Day-to-day Management Role

2.3.1 The role of the Executive Chairman is also vital to the performance of the Company. He is required to provide leadership, strategic vision, high-level business judgment and wisdom, and the ability to meet immediate performance targets without neglecting longer-term growth opportunities of the Company.

2.3.2 The key day-to-day management role of the Executive Chairman, amongst others, shall include:-
Developing the Company’s strategic direction;
Ensuring that the Company's strategies and corporate policies are effectively implemented;
Ensuring that Board decisions are implemented and Board directions are responded to;
Providing directions in the implementation of short and long term business plans;
Providing strong leadership; i.e. effectively communicating the vision, management philosophy and business strategy to the employees;
Keeping the Board fully informed of all important aspects of the Company's operations and ensuring that sufficient information is distributed to Board members; and
Ensuring the day-to-day business affairs of the Company is effectively managed.

2.4 Non-Executive Directors’ roles

Non-Executive Directors are expected to provide the relevant checks and balances, focusing on shareholders' and other stakeholders' interests and ensuring that high standards of corporate governance are applied.
3.1 Members of the Board shall carry out their responsibilities objectively, honestly and in good faith, and act to the best interests of the Company.

3.2 Directors of the Company are expected to conduct themselves according to the highest standards of personal and professional integrity.

3.3 Directors are also expected to set the standard for Company-wide ethical conduct and ensure ethical behaviour and compliance with laws and regulations.

3.4 Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. If any matter is to be discussed at a meeting of the Board which would involve one or more Directors having a conflict of interest, then those Directors:-
Shall declare that conflict of interest;
Shall not receive the relevant papers;
Shall not be present at the meeting when the matter is being considered; and
Shall not participate in any decision on the matter.

3.5 Directors are expected to act in accordance with applicable law, the Company's Articles and the Company's Code of Conduct and Ethics.

3.6 All proceedings of the Board, including papers submitted and presentations made to the Board, shall be kept confidential and shall not be disclosed or released to any person other than Board members, except as required by law, or as agreed by the Board.
4.1 Board’s role

The Board is responsible for the overall direction of the Company's business and affairs on behalf of the shareholders. The Board delegates authority for the actual conduct of the business to the Executive Chairman who, together with the management team, is accountable to the Board.

The Board’s roles shall, among others, be as follows:-
Contributing to approving the Company’s goals and strategic direction and monitor implementation of those goals and strategies;
Monitoring the financial performance of the Company including adopting annual budgets and approving the Company’s financial statements;
Approving and monitoring the progress of capital expenditure, capital management acquisitions and divestitures;
Ensuring that adequate systems of internal compliance and control exist and are appropriately monitored for compliance;
Appointing and removing the Board Appointee Officers and Company Secretary, and reviewing their performances;
Ensuring significant business risks are identified and appropriately managed and regularly review the risk management framework and system; and
Disclosure of information to shareholders, Bursa Securities Malaysia Berhad (“Bursa Malaysia”) and any other authorities.

4.2 Board’s power

The Board’s powers include the ability to:-
Appoint new Directors to the Board in accordance with the applicable Act and Articles;
Initiate and adopt corporate plans, commitments and actions;
Initiate and adopt changes in accounting principles and practices;
Provide advice and counsel to the Executive Chairman;
Instruct and review the actions of any Board Committee and of the Executive Chairman;
Make recommendations to shareholders;
Meet from time to time in the absence of management;
Require the attendance of the Company’s Auditor, either with or without management being present;
Act as to all other corporate matters not requiring shareholders’ approval;
Determine the dividend policy and declare dividends to shareholders;
Issue or buy-back of shares in accordance with the applicable Acts and Articles

4.3 Board’s Performance

The Board keeps its own performance under review. This includes a formal review, such as an annual review and self/peer assessment process that:
Compares the performance of the Board with the requirements of this Charter;
Sets forth the goals and objectives of the Board for the upcoming year; and
Effects any improvements to this Charter that are necessary or desirable.

The objective of the Board performance review is to assess the overall Board effectiveness with particular emphasis on:
Individual performance of Directors;
The Board's own role;
The effectiveness of processes to support that role, and
The desired capabilities to carry out that role.

This evaluation shall be conducted by the Board in any manner it deems fit and shall also consider the annual assessment of the effectiveness of the Board as conducted by the Board’s Nomination Committee.

The performance of the Executive Chairman is assessed based on the KPIs approved by the Board.

4.4 Board’s committees

4.4.1 The Board may delegate matters to committees of the Board to oversee and address matters which requires detailed review or in-depth consideration.

4.4.2 The Committees established are as follows:-
Audit Committee;
Risk Management Committee;
Nomination and Remuneration Committee;
Infrastructure Committee.

4.4.3 From time to time, the Board may create ad hoc committees to examine specific issues on behalf of the Board.

4.5 Board Meetings

4.5.1 The Board shall meet in accordance with a schedule established each year by the Board, and at such other times as the Board may determine.

4.5.2 Meeting agendas shall be developed by the Company Secretary in consultation with the Executive Chairman. Board members may propose agenda items through communication with the Company Secretary.

4.5.3 At each scheduled meeting, the Board shall consider, where applicable, the following:-
Financial Statements;
Quarterly announcements to be submitted to Bursa Malaysia;
Minutes and Reports by various committees of the Board;
Significant capital expenditure and acquisitions;
Significant disposal of the Company’s/Group assets;
Major operational issues; and
Any other matters requiring its authority.

4.5.4 At the discretion of the Board, members of management and others may attend Board meetings.

4.5.5 Directors are expected to be fully prepared for each Board meeting, which requires them, at a minimum, to have read the material provided to them prior to the meeting.

4.5.6 At Board meetings, each Director is expected to take an active role in discussion and decision-making. To facilitate this, the Executive Chairman is responsible for fostering an atmosphere conducive to open discussion and debate.

4.5.7 Independent Directors shall have the opportunity to meet at appropriate times, without the presence of the Management, at regularly scheduled meetings. Independent Directors may propose agenda items for meetings of Independent Directors members through communication with the Executive Chairman.

4.5.8 The appointment or removal of Company Secretary or Secretaries of the Board shall be the prerogative of the Board.

The Board shall have unrestricted access to management and to information pertaining to the Company and/or Group including from the Company and/or Group’s auditors and consultants.

6.1 The Board collectively and each Director individually may take, at the Company’s expense, such independent professional advice as is considered necessary to fulfill their relevant duties and responsibilities.

6.2 Individual Board members seeking such advice must obtain the approval of the Executive Chairman (which may not be unreasonably withheld) and the advice shall be made available to all Board members as appropriate.

7.1 Both Executive and Non-Executive Directors’ remuneration are deliberated by the Remuneration Committee and be recommended to the Board for its approval.

7.2 Non-Executive Directors will be paid a basic fee as ordinary remuneration and they will also be paid a sum based on their responsibilities in Board committees and for their attendances at meetings. The fee which is subject to the approval of the shareholders shall be fixed in sum and not by a commission or percentage of profits/turnover.

In the course of discharging Directors’ duties, the Directors may be exposed to certain wrongful acts such as error, misstatement, misleading statement, omission, neglect or breach of duty committed or attempted or allegedly made. To the extent allowed by law, the Company will provide Board members and will pay the premiums for such indemnity and insurance cover while acting in their capacities as Directors: provided always that such wrongful acts occur in good faith and not as a result of dishonesty, fraud, insider trading and malicious conduct. The insurance cover shall not pay for fines, penalties and/or liabilities arising from intentional breach of contract.

The Board Charter was approved by the Board on 22 February 2017

DIRECTORS’ CODE OF ETHICS

Board members are required to observe the Directors’ Code of Ethics as follows:

1. Compliance at all times with this Code of Ethics and the Board Charter.
2. Observe high standards of corporate governance at all times.
3. Adhere to the principles of integrity, objectivity, accountability, openness, honesty and leadership.
4. Act in good faith and in the best interest of the Company.
5. Not misuse information gained in the course of duties for personal gain or for political purpose, nor seek to use the opportunity of the service as Directors to promote their private interests or those of connected persons, firms, businesses or other organizations.
6. Uphold accountability at all times. This includes ensuring that the Company’s resources are properly safeguarded and the Company conducts its operations as economically, efficiently and effectively as possible at all times.
7. Declaration of any personal, professional or business interests that may conflict with Directors’ responsibilities. Guidance on declaration and registration of interests is given in the section entitled “Declaration of Interests” below.
8. Follow the guidelines on acceptance of gifts and hospitality as stated in the section entitled “Guidelines on Acceptance of Gifts” below.


Subject to the requirements of any Acts, rules or regulations that are in force from time to time and in addition to such mandatory requirements, members of the Board are required to notify the Company Secretary changes in the following:
1 Shareholding in the Company and its related corporations, whether direct or indirect; and
2 Directorships or interests in any other corporations.

In addition to the above, members of the Board who has a material interest, either directly or through a partner, spouse or close relative, in matters being considered by, or likely to be considered by the Board should declare that interest. Such declarations should describe the interest clearly and state whether it carries direct or indirect financial benefits.

Relevant interests in this context are as follows:-
1 Executive and Non-Executive Directorships, significant shareholdings in, or employment by, public or private companies likely or possibly seeking to do business with the Company.
2 Ownership or part-ownership of, or employment by, businesses or consultancies likely or possibly seeking to do business with the Company.

The Code requires that a formal Register of Related Parties be established. The register should include details of all Directorships and other relevant interests, declared by Board Members and key management personnel of the Group.

The register should be kept up-to-date by the Company Secretary.
Any Board Member who has an interest in a matter under consideration by the Board should declare such interest at any meeting where the matter is to be discussed, whether or not that interest is already recorded in the register. The Board Member concerned should withdraw from the meeting during the relevant discussion or decision.
Board Members should not accept positions on Board committees or working groups where a conflict of interest is likely to arise, without first declaring that interest
The following set out guidelines on acceptance of gifts:
1. The conduct of individuals must not create suspicion of any conflict between their position as a member of the Board and any private interest;
2. Board Members acting as such must not give the impression that they have been influenced by a benefit to show favour or disfavour to any person or organization having dealings with the Company;
3. Board Members must not accept any benefit as an inducement or reward for taking any action (or specifically not taking any action) in their official capacity as a Board Member; and
4. Gifts other than of token value should generally be refused