ANNUAL ASSESSMENT POLICY
The Nominating Committee will carry out annually for assessing the effectiveness of the Board as a whole, the Committees of the Board and for assessing the contribution of each individual Director.
The Performance Sheet on the Board and Board Committees and Individual Peer will be completed by all Directors annually and tabled at the Nominating Committee Meeting.
The remuneration of the Executive Directors comprises the following:
- Salary - The salary shall be reviewed and recommended by the Remuneration Committee for Board approval.
- Bonus - The Executive Directors shall be entitled to participate in the Company’s annual bonus. The amount of bonus shall be proposed and recommended by the Remuneration Committee for Board approval.
- Meeting Allowance – The Executive Directors will receive meeting allowance for attending Meetings. The meeting allowance is to be determined by the Remuneration Committee for Board approval.
- Other Benefits - The Executive Directors shall also be entitled to other benefits provided to employee of the Company and other additional benefits if so proposed by the Remuneration Committee for Board approval.
The remuneration of Non- Executive Directors comprises the following:
- Directors’ Fee – The Directors’ fee are to be determined and recommended by the Board and to be approved by the shareholders at the Annual General Meeting.
- Meeting Allowance – The Non-Executive Directors will receive meeting allowance for attending Meetings. The meeting allowance is to be determined by the Remuneration Committee for Board approval.
- Other Benefits - The Non-Executive Directors are also entitled to other allowances or benefits if so proposed by the Remuneration Committee for Board approval.
The Board of Directors ("the Board") is committed to ensuring that good corporate governance is practiced throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance shareholder value and the long-term financial performance of the Group.
The Board acknowledged and welcome the implementation towards achieving the objectives of the recommendations of good governance as set out in the Malaysian Code on Corporate Governance 2012 (“the Code”).
The Board Charter sets out the principles of the operation of the Board of the Company and to describe the roles, functions and responsibilities of the Board and those functions and responsibilities delegated to management.
Board Balance and Composition
- The Board consists of qualified individuals with diverse professional background, skills, expertise and knowledge in discharging its responsibilities for the proper functioning of the Board.
- In accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company must ensure that at least 2 Directors or 1/3 of the Board, whichever is the higher, are Independent Directors. If the number of Directors of the company is not 3 or a multiple of 3, then the number nearest 1/3 must be used.
- There is a Board balance of Executive Directors and Independent Non-Executive Directors with at least half of the Board consisting of Independent Non- Executive Directors.
- The Board shall appoint a Senior Independent Director who will attend to any query or concern raised by shareholders.
Tenure of Directors
- In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board are subject to re-election at the next Annual General Meeting immediately after appointment and at least one-third (1/3) of the Directors are subject to re-election by rotation at each Annual General Meeting. The Articles of Association also provide that all Directors shall retire at least once in each three (3) years.
- Pursuant to Section 129(2) of the Companies Act, 1965, Directors who are or over the age of seventy (70) years shall retire at every annual general meeting and may offer themselves for re-appointment to hold office until the conclusion of the next annual general meeting.
- The Independent Director whose tenure exceeded a cumulative term of nine (9) years may continue to serve on the Board beyond the 9-year tenure provided the Board to make a recommendation and strong justification for his re-appointment without seeking shareholders’ approval.
Power and Duties of Directors
- The business of the Company shall be managed by the Directors who may exercise all such powers of the Company, and do on behalf of the Company all such acts as are within the scope of the Memorandum and Articles of Association of the Company and of the Companies Act, 1965.
- Directors shall at all times to act in the best interest of the Company and use reasonable diligence in discharging their duties as a Director.
Responsibilities of the Board
The Board takes the overall responsibility for corporate governance, strategic direction, formulation of policies and overseeing the investment and business of the Company and the Group. The principal responsibility includes the following specific areas: -
- Strategic plan of the Group
- Monitoring the conduct and management of the Group’s business
- Identification of risks and ensure appropriate systems for risk management
- Succession planning for senior management
- Internal control system
- Development and implementing an investor and shareholders communication policy.
Chairman and Managing Director
The roles of the Chairman and Managing Director are clearly distinct and separate to ensure a proper balance of power and authority. The Chairman's primary role is to ensure effectiveness and conduct of the Board. The Managing Director is responsible over the operating units, organizational effectiveness and implementing of Board policies and decision.
Non- Executive Directors
The roles of Non-Executive Directors largely encompass the monitoring of Company performance and contributing to the development of Company strategy.
The Board may from time to time delegate certain responsibilities to Board Committees. The Board has established five committees to assist the Board in discharging certain responsibilities and duties. The various Board Committees as follows:-
- Audit Committee;
- Nominating Committee
- Remuneration Committee
- Risk Management Committee
- Employees’ Share Option Scheme Committee
The Board shall meet at least four times a year at quarterly intervals with additional meeting convened as necessary. The Board is supplied with full and timely information such as agenda of the meeting and board papers for the meeting.
During these meetings, the Board reviews the Group's financial performance, business operations, reports of the various board committees and results are deliberated and considered. Management and performance of the Group and any other strategic issues that affect or may affect the Group's businesses are also deliberated.
The Board is responsible to ensure that the financial statements of the Group present a balance and understandable assessment of the state of affairs of the Company and the Group. In preparing the financial statements, the Boards have ensured that applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 have been applied.
The Remuneration Committee is responsible for recommending to the Board on the remuneration framework and packages of all Directors. The individuals concerned should abstain from discussion on their own remuneration.
The remuneration of each Director reflects the level of responsibility and commitment, which goes with Board membership. The Board determines the remuneration of each Director. It is the Board’s Committee’s duty to ensure that the level of remuneration is sufficient to attach and retain the Directors needed to run the Company successfully.
All the directors have attended the Mandatory Accreditation Programmes as required under the Listing Requirements of Bursa Securities and will continue to undergo training and other relevant programmes to further enhance their skills and knowledge where relevant.
The Directors are regularly updated by the Company Secretary on new statutory, corporate and regulatory developments relating to directors' duties and responsibilities or the discharge of their duties as directors of the Company.
Board and Member Assessment
The Nominating Committee is entrusted by the Board to review the performance and effectiveness of the Board and Board Committee, including individual Directors, annually, with the assessment report, together with a report on the Board balance covering the required mix of skills, experience and other qualities of Board Members, for discussion at the full Board.
The Company Secretary plays a vital advisory role to the Board and Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company and the Group. Directors have access to all information within the Company and to the advice and services of the Company Secretary who is responsible for ensuring that Board meeting procedures are followed and that applicable rules and regulations are complied with.
RELATIONS WITH SHAREHOLDERS, INVESTORS AND MEDIA
The Board acknowledges the need for shareholders and investors to be informed of all material business matters affecting the Company. The Company maintains an effective communication policy that enables both the Board and Management to communicate effectively with shareholders and the general public.
The ways of communication to shareholders, investors and media are as follows:-
(a) The Annual General Meeting ("AGM") is the principal forum for dialogue with individual shareholders whereby shareholders have direct access to the Board and are given the opportunity to ask questions during the AGM. The shareholders are encouraged to ask questions both about the resolutions being proposed or about the Company's operations in general;
(b) Timely announcements and disclosures made to Bursa Securities namely quarterly financial results, material contract awarded, changes in the composition of the Group and other material information that may affect investors' decision making;
(c) Conduct regular dialogues with Investor Relations firm to carry out the Group's Investor Relations programme and meet up with the financial analysts on quarterly basis; and
(d) Press conference and/or press release to provide the media an opportunity to receive updates pertaining to the results achieved.
ACCESS TO INFORMATION AND INDEPENDENT ADVICE
The Directors have unrestricted access to the advice and services of the Company Secretary and Senior Management staff in the Group and may obtain independent professional advice, if required, in the furtherance of their duties.
REVIEW OF BOARD CHARTER
The Board Charter has been approved by the Board. The Board Charter shall be reviewed by the Board annually to ensure its relevance in assisting the Board to discharge its duties effectively and efficiently.
CODE OF ETHICS AND CONDUCT
In line with good corporate governance practices, the Board of Directors (the Board) is committed to create a corporate culture within the Group to operate the businesses of the Group in an ethical manner and to uphold the highest standards of professionalism and exemplary corporate conduct.
This Code of Ethics and Conduct (“Code”) sets out the standards which the Directors and Employees of the Group are expected to comply in relation to the affairs of the Company’s businesses when dealing with each other, shareholders and the broader community.
The objective of the Code is formulated to enhance the standard of corporate governance and corporate behavior.
For all intents and purposes, all Directors and Employees shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties.
CODE OF ETHICS FOR DIRECTORS
In the performance of their duties, the directors should at all times observe the following codes:
- Should have a clear understanding of the aims and purpose, capabilities and capacity of the Company;
- Should devote time and effect to attend meetings and to know what is required of the board and each of its directors, and to discharge those functions;
- Should ensure at all times that the company is properly managed and effectively controlled;
- Should stay abreast of the affairs of the company and be kept informed of the company’s compliance with the relevant legislation and contractual requirements;
- Should insist on being kept informed on all matters of importance to the company in order to be effective in corporate management;
- Should limit his directorship of companies to a number in which he can best devote his time and effectiveness; each director is his own judge of his abilities and how best to manage his time effectively in the company in which he holds directorship;
- Should have access to the advice and services of the company secretary, who is responsible to the board to ensure proper procedures, rules and regulations are complied with;
- Should at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the company;
- Should disclose immediately all contractual interest whether directly or indirectly with the company;
- Should neither divert to his own advantage any business opportunity that the company is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others;
- Should at all times act with utmost good faith towards the company in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his duties; and
- Should be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the company is at stake.
CODE OF CONDUCT
Conflicts of Interest
- Directors and Employees should avoid conflict of interest with respect to their fiduciary responsibilities.
- Directors and Employees must not use their positions or knowledge gained in the course of their duties or employment for private or personal advantage.
- Directors and Employees should respect the confidentiality appropriate to issues of a sensitive nature.
- Directors and Employees are strictly prohibited to disclose any materials information to any person, unless the disclosure is duly authorized or legally mandated.
Inside Information and Securities Trading
- Directors and Employees must refrain from disclosing any information, documents or any forms of data concerning which can affect the price of the securities of the Company and/or related listed companies when it becomes publicly known for personal benefit.
- Directors and Employees should not trade in securities of the Company and/or related listed companies or any other companies where they have Inside Information which they obtain in the performance of their duties unless the Inside Information is publicly released.
Compliance to the Law
- The Group should comply with all applicable laws, rules and regulations of the governments, commissions and exchanges in jurisdictions within which the Group operates.
- Directors and Employees are expected to understand and comply with the laws, rules and regulations that applicable to their positions and/or work.
- The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.
Protection of Assets
- Directors and Employees must protect the assets of the Group to ensure the assets are to be properly used in the interest of the Company and must be safeguarded from loss and misuse.
Health Safety and Environment
- The Group should ensure adequate safety measures and provide proper protection to workers and employees at the workplace.
- All health and safety obligations and good practices are to be recognized, respected and adhered to.
- All Employment practices are fair and non-discriminatory
- All safe system of work are to be maintained
- All forms of discrimination and harassment are prohibited
- All privacy right of individuals associated with the Company are to be respected.
REPORTING OF VIOLATIONS OF THE CODE
Any matter which personnel believe to be a breach of a law or this Code, should be brought to the attention of the Management for guidance. No individual will be discriminated against or suffer any act of retaliation for reporting in good faith on violations or suspected violations of the Code.
REVIEW OF THE CODE
The Board will review the Code regularly to ensure that it continues to remain relevant and appropriate.
CORPORATE DISCLOSURE POLICY
The Board of Directors (the Board) is committed to provide accurate, clear, timely and complete disclosure of material information pertaining to the Company’s performance and operations to shareholders, investors and the public generally.
In formulating this policy, the Company has taken into account the recommendations contained in the Malaysian Code on Corporate Governance (MCCG) 2012 and its disclosure obligations contained in the Listing Requirements of Bursa Malaysia Securities Berhad.
The objectives of the Corporate Disclosure Policy are as follows:-
- To raise awareness and provide guidance to the Directors, Management and employees of the Company on the disclosure requirements and practices;
- To provide guidelines and policies in disseminating corporate information to, and in dealing with shareholders, stakeholders, analysts, media and the investing public;
- To ensure compliance with all applicable legal and regulatory requirements on disclosure of material information; and
- To build good investor relations with the investing public that inspires trust and confidence.
INTERNAL STRUCTURE AND SYSTEM FOR CORPORATE DISCLOSURE
The Board is ultimately responsible for ensuring that the Corporate Disclosure Policy is implemented and the disclosure requirements are fulfilled.
The Board delegates the implementation of the Corporate Disclosure Policy to the Management Committee of the Company which consists of:-
Corporate Disclosure Committee (CDC)
- The CDC consists of the Group Managing Director, Chief Executive Officer/Company Secretary and Head of Corporate Planning.
- The CDC has been established to oversee all matters relating to the Company’s corporate disclosure practices and to ensure adherence to the Corporate Disclosure Policy
- The functions and responsibilities of the CDC include:-
- Maintaining an awareness and understanding of the disclosure rules and guidelines;
- Ascertaining whether corporate developments, transactions and other events constitute material information and if so, ensuring the procedures outlined in the Disclosure Policy are fully adhered to;
- Implementing and monitoring of compliance with the Corporate Disclosure Policy and undertaking reviews of any violations, including assessment and implementation of appropriate consequences and remedial actions; and
- Reviewing and updating the Corporate Disclosure Policy from time to time to ensure compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and other regulatory requirements.
- Primary Spokesperson
- Chairman; and
- Managing Director/Chief Executive Office (MD/CEO)
The Company’s Chairman and MD/CEO have been appointed to communicate with audience constituents and respond to questions in relation to the corporate vision, strategies, developments, future prospects, financial plans and operation matters.
- Secondary Spokesperson
- Chief Operating Officer or Chief Financial Officer
The Chief Operating Officer or Chief Financial Officer may only communicate to audience constituents on information already in the public domain, unless they are authorized by the Primary Spokespersons to undertake broader communications.
PROCEDURES AND PRACTICES ON CORPORATE DISCLOSURE
- Material information is any information about the Company and its subsidiaries which are reasonably expected to have a material effect on:
- The market price, value or market activity of the Company’s securities; and
- The decision of a holder of securities or an investor in determining his choice of action.
And may include information which –
- Concern the Company’s assets and liabilities, business, financial condition or prospects;
- Relates to dealing with employees, suppliers, customers and others;
- Relates to any event affecting the present or potential dilution of the rights or interests of the listed issuer’s securities; or
- Relates to any event materially affecting the size of the public holding of its securities.
- The following are the guidelines which the Company will follow to fulfill its obligation to make immediate announcement of materials information:-
- For the prescribed events which may require immediate disclosure as set out in Paragraph 9.04 of the Main Market Listing Requirements of Bursa Securities;
- Materiality can be very subjective and the Company will take the approach of assessing the likely effect of the information on the price scope of activities and financial position or performance of the Company’s securities, in addition to whether the circumstances or event are measurable and trigger the materiality thresholds in the percentage ratio calculation method set out in the Main Market Listing Requirements of Bursa Securities.
Withholding Confidential Information
- The Company will withhold material information from the public for legitimate business purposes. These include:
- When immediate disclosure would prejudice the ability of the Company to pursue its corporate objectives;
- When the facts are in a state of flux and a more appropriate moment for disclosure is imminent; and
- Where the company or securities laws restrict such disclosure.
- If the material information is being withhold, the Company must ensure that the strictest confidentiality is maintained by limiting the number of people with access to the material information and ensuring the security of all confidential documents.
Procedures for Disclosure of Material Information
- The CDC will manage all of the Company’s releases of announcements of material information to Bursa Securities through the Company Secretary or the appointed merchant bank in accordance with the applicable securities law and Listing Requirements and the announcement shall then be approved by the CEO and MD before release to Bursa Securities.
- The Chief Financial Officer, Legal Affairs and the relevant departments will review and verify the accuracy of all financial data and all information contained in the announcement to ensure that disclosures are consistent with the prevailing accounting standard and guidelines.
- After the release of the announcement to Bursa Securities, it will then be made available on the Company’s website.
- Anyone who has access to material information of the Company, its financial condition and its operations, is regarded as an Insider. Material information which is in the possession of an Insider and has not been disclosed to the investing public is Insider Information.
- Insiders may not deal in the Company’s securities while in possession of Inside Information, nor may they pass on that information to help another person deal in the Company’s securities.
- The relevant provisions of the Capital Markets and Services Act 2007 apply to all Insiders.
- The Company Secretary will advise the Directors and principal officers on the trading restrictions in the Company’s securities in accordance with the provisions of the Main Listing Requirements.
REVIEW OF THE CDP
- The CDP has been adopted by the Board and any subsequent amendment to the CDP can only be approved by the Board
- The CDC will review the CDP periodically to ensure that it effective in accordance with any new regulations on the disclosure obligations and practices.
The Company and its subsidiaries (the Group) are committed to achieving sustainable development and establishing, promoting and maintaining a culture of sustainability and environmental and social responsibilities in all aspect areas.
The Group’s sustainability policies are:
- To engage with stakeholders dearly, honestly and respectfully.
- To timely and meaningful dialogue with all stakeholders, including shareholders. Customers, employees, governments, regulators and landowners, among others.
- To build up a reputation and corporate culture that conforms towards holistic approach in business decision.
- To ensure employees’ wellbeing and to protect them from work-related illnesses and encourage the adoption of a healthy lifestyle.
- To ensure the employees are treated fairly and with dignity and consideration for their goals and aspirations and that diversity in the workplace is embraced.
- To provide equal opportunity in all aspects of employment and will not engage in or tolerate unlawful workplace conduct, including discrimination, intimidation or harassment.
- To implement incentive schemes to promote staff participation in contributing towards sustainability policies and practices of the Group.
- To recognize that governments have the primary responsibility to promote and protect human rights.
- To work with governments and agencies to support and respect human rights within the sphere of influence.
- Not to tolerate human rights abuses, and will not engage or be complicit in any activity that solicits or encourages human rights abuse.
- To build trust, deliver mutual advantage and demonstrate respect for human dignity and rights in all relationships it enters into, including respect for cultures, customs and values of individuals and groups.
REVIEW OF SUSTAINABILITY POLICAY
The Board shall reviewing the Group’s sustainability policies and monitoring implementation.
WHISTLE BLOWING POLICY
The Board of Directors (the Board) is committed to achieving and maintaining the highest standard of work ethics in the conduct of business in line with the code of ethics & conduct and good corporate governance practices, the Company and its subsidiaries (the Group) encourage its employees to report suspected and/or known misconduct, wrongdoings, corruption and instances of fraud, waste, and/or abuse involving the resources of the Group.
The objective of the policy and procedure is to provide and facilitate a mechanism for any reporting individual to report concern about any suspected and/or known misconduct, wrongdoings, corruption, fraud, waste and/or abuse which may include the following examples of issues:
- Misappropriation of the Group’s funds and assets
- Non-compliance with the Group’s policies and procedures and/or code of conduct
- Misuse of confidential information
- Abuse of power and position
- Conflict of interest within the meaning of the Group’s conflict of interest policy
- Commission of unlawful acts
- Exposure of Group’s properties, facilities and/or staff to the risks of safety and security
- Failure to meet profession standard
POLICY AND PROTECTION
This policy allows the whistleblower to either identify himself/herself, or if the whistleblower wishes, to remain anonymous when reporting suspected improper conduct.
The whistleblower shall be accorded with protection of anonymity or confidentiality of identity, unless otherwise required by law. All reports or disclosures or such other details shall be kept confidential.
- Assurance against reprisal or retaliation, immunity from disciplinary action
This policy provides assurance that the whistleblower, if an employee of the Company, shall be protected against reprisals or retaliation, and immunity from disciplinary action from the whistleblower’s immediate supervisor or department/division head or any other person exercising power or authority over the whistleblower in his/her employment, provided that:-
- only genuine concerns are reported, and the report is made in good faith with a reasonable belief that the information and any allegation in it are substantially true, and the whistleblower does not provide false or misleading information knowingly, negligently or recklessly in the report;
- the disclosure is not made with malicious intent or ill will;
- the disclosure is not frivolous or vexatious; and
- the report is not made for personal gain or agenda.
- Any concern should be reported to the immediate supervisor. However, if it is not possible or appropriate to do so, the concern should then be reported to the Group Managing Director.
- Any concern that deemed not appropriate to be reported to the immediate superior should be raised to the attention of the Executive Chairman.
- Upon receipt of the concern, the Group Managing Director or the Executive Chairman (depending on who is the recipient of the reporting) shall set up an investigating team to conduct investigation on the issue/concern raised.
- The progress of the investigation shall be reported to the Group Managing Director or the Executive Chairman.
- Upon completion of the investigation, the Investigators shall submit their full report together with recommendation to the Group Managing Director or the Executive Chairman.
- Actions mandated shall be carried out accordingly.
- If the whistleblower is not satisfied with the way the concern/matter is dealt with, he/she can escalate the report to the Audit Committee Chairman. The Audit Committee will deliberate the matter reported and decide on the appropriate action.