Based on the Malaysian Code of Corporate Governance issued by Bursa Malaysia, the Board Charter sets out the role, functions, composition, operation and processes of the Board, thus ensuring that all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members.
The Board Charter has been endorsed by the Board and is subject to review by the Board from time to time, to ensure that the Company remains at the forefront of best practices in corporate governance.
The components of the Board Charter are as follows:
The Board, its Composition and Balance
The Board is charged with leading and managing the Company in an effective and responsible manner. Duties of the Board include establishing the corporate vision and mission, as well as the philosophy of the Company, setting the aims of the Management and monitoring performance of the Management.
The Board consists of qualified individuals with diverse experiences, backgrounds and perspectives. The composition and size of the Board is such that it facilitates the making of informed and critical decisions. To ensure a balanced view at all board deliberations, Non-Executive Directors form a majority in the Board composition.
At any one time, at least two (2) or one-third (1/3), whichever is the higher, of the Board members are Independent Directors. The Independent Directors provide independent judgment, experience and objectivity without being subordinated to operational considerations. The Independent Directors help to ensure that the interests of all shareholders, and not only the interest of a particular fraction or group, are indeed taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.
The Company aims to ensure a balance of power and authority between the Non-Executive Chairman and the Managing Director with a clear division of responsibility between the running of the Board and the Company’s business respectively. The positions of Non-Executive Chairman and Managing Director are separated and clearly defined.
The Board appoints the following Board Committees with specific terms of reference:
Audit & Risk Committee
- Tengku Nurul Azian Binti Tengku Shahriman (Chairperson)
- Dato’ Dr. Rosini Binti Alias
- Jean Serge Krol
- Darren Kong Kam Seong
- Saw Chooi Lee
Nominating & Remuneration Committee
- Saw Chooi Lee (Chairperson)
- Berndt Kodden
- Tengku Nurul Azian Binti Tengku Shahriman
- Darren Kong Kam Seong
Independent and Non-Executive Directors play a leading role in these Committees. The Management and third parties are co-opted to the Committees as and when required. Details of the membership and a summary of the terms of reference of each Committee appointed by the Board are published in the Annual Report.
The Company aims to present a clear and balanced assessment of the Company’s financial position and future prospects that extends to the interim and price-sensitive information and other relevant reports submitted to Regulators. The Directors ensure that the financial statements are prepared so as to give a true and fair view of the current financial status of the Company in accordance with the approved accounting standards.
The Board has established formal and transparent arrangements for considering how financial reporting and internal control principles will be applied and for maintaining an appropriate relationship with the Company Auditors through its Audit Committee.
The Company has an Internal Audit Department, which critically reviews all aspects of the Company’s activities and its internal controls. Comprehensive audits of the practices, procedures, expenditure and internal controls of all business and support units are undertaken on a regular basis.