The Board explicitly assumes the following principal duties and responsibilities as follows:
Reviewing and adopting a strategic plan for the Group; and
Overseeing the conduct of the Group’s businesses and evaluate whether the businesses are being properly managed; and
Identifying principal risks and ensure the implementation of appropriate systems to manage these risks; and
To conduct and review succession planning, including appointing, training, evaluating, fixing the compensation of and where appropriate, replacing senior management; and
Developing and implementing an investor relations programme or shareholder communications policy for the Group; and
Reviewing the adequacy integrity of the Group’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines.
The Board currently comprises of six (6) Directors, of which two (2) are Executive Directors and three (3) are Independent Non-Executive Directors and one (1) is Non-Independent Non-Executive Director.
The Board members have a wide range of business, financial and technical skills and experience. This mixture of skills and experience is vital to the success of the Group.
There is clear division of responsibilities between the Chairman and Managing Director. The Chairman is responsible for effective functioning of the Board and for formulating general Company policies and making strategic business decisions. The Managing Director is responsible for the execution of these decisions and the day-to-day management of the business.
The role of the Independent Non-Executive Directors is particularly important as they provide robust and independent view, advice and true and fair judgement which take into account the long term interest, not only of the Group but also of shareholders, employees and other stakeholders of the Group.
Mr. Charlie Ong Chye Lee was appointed as Senior Independent Non-Executive Director on September 1, 2012. Through whom, stakeholders may convey their concerns pertaining to the Group.
Code of Ethics
The Group’s Code of Ethics for Directors continue to govern the standards of ethics and good conduct expected from the Directors.
Fraud and Whistle-Blowing Policy
The Group has also formalized a Fraud and Whistle-Blowing Policy for preventing and detecting defalcations, misappropriations and other irregularities.
The Chairman is responsible for ensuring Board effectiveness and the Board meets at least four times a year, with additional meetings convened as necessary. It has a formal time schedule that is pre-determined in advance. The Agenda and Board papers for each meeting are circulated at least one week in advance before each meeting to the Board members. It has a formal schedule of matters reserve to it, which includes strategy and policy issues, major investments, financial decisions and the annual plan. The Board and its committees are supplied with all necessary information to enable them to discharge their responsibilities efficiently and effectively.
All decisions of the Board were duly recorded in the Board’s minutes.
Supply of Information
The Board has unrestricted access to timely and accurate information, necessary in the furtherance of their duties, which is not only quantitative but also other information deemed necessary such as information on customer satisfaction, products and services qualities, market share, market reaction and environmental performance.
The Directors review the Board reports prior to the Board meeting. This is issued in sufficient time to enable the Directors to obtain further explanations, where necessary, in order to be briefed properly before the meeting.
In addition to the Group performance discussed at the meeting, the Board would also discuss, review and decide the approval of acquisitions and disposals of assets that are material to the Group, major investments, changes to management and control structure of the Group, including key policies, procedures and authority limits.
All Directors have access to the advice and services of the Company Secretaries and where necessary, seek independent professional advice at the Group’s expense.
All existing members have completed the Mandatory Accreditation Programme (MAP) conducted by the Research Institute of Investment Analysis Malaysia, an affiliate company of the Bursa Securities and attended various training programmes under the Continuing Education Programmes (CEP) for Directors in compliance with the requirements of Bursa Securities.
All Directors will continue to attend such further training as may be required from time to time to keep abreast with developments in the industry as well as the current changes in laws and regulations.
Appointments of the Board
The appointment of any additional Directors is made as and when it is deemed necessary by the Board, with due consideration given to the mix of expertise and experience required for discharging its duties and responsibilities effectively. The Board is assisted in this regard by the Nomination Committee.
In accordance with the Company’s Articles of Association, one third of the Board members are required to retire at every Annual General Meeting and be subject to re-election by shareholders. Newly appointed directors shall hold office until the next following Annual General Meeting and shall then be eligible for re-election by shareholders.
Directors over seventy years of age are required to submit themselves for re-appointment annually in accordance with Section 129 (6) of the Companies Act, 1965.
The Board Committees
The following committees are established to assist the Board in the discharge of its duties:
The Audit Committee
The Remuneration Committee
The Nomination Committee
The Employee Share Option Scheme (“ESOS”) Committee (of which, also comprise of management staff)
The ESOS Committee was established on August 7, 2006 and was empowered to act, execute, enter into any transaction pertaining thereto for and on behalf of the Company in such manner deemed fit by it and in accordance with the Bye-Laws of ESOS, regulations and guidelines in force from time to time.