Corporate Governance (page 2)


2) An independent director should:

i. Provide and enhance the necessary independence and objectivity to

the board;

ii. Ensure effective checks and balances on the board;

iii. To mitigate any possible conflict of interest between the policy-making

process and the day-to-day management of the Company;

iv. Constructively challenge and contribute to the development of

business strategy and direction of the Company; and

v. To ensure that adequate systems and controls to safeguard the

interests of the Company are in place.


4.1 Nomination

The Company should ensure that the directors and the Managing Director are of

high calibre, sound judgment, high integrity and credibility as they are entrusted

by the shareholders to manage and perform effectively.

All nominations of candidates for the positions of directors and Managing Director

must be submitted to the Nomination Committee for consideration. The

Nomination Committee shall base on the “Fit and Proper” standards as detailed

hereunder before recommending the candidates to the Board for approval:-

Age limit

In accordance with the Malaysian Companies Act 1965.

Work Experience

5 years or more preferably in relevant industry.

Have been in senior management position.

Good track record of managing a successful and profitable organisation.




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Degree, Professional qualification or equivalent or with the requisite years of

relevant work experience

Personal Background

A person of good character and high integrity and credibility.

Not a bankrupt and has never been engaged in deceitful/oppressive/improper

business practices.

Has not been engaged/associated or had conducted himself in a manner

which may cause doubt on his fitness, competence and soundness of


Has not contravened any provision made by or under any written law to be

designed for protecting members of the public against financial loss due to

dishonesty, incompetence or malpractice.

Have not been convicted whether within or outside Malaysia of any offence.


Business acumen

Product knowledge


Strategic agility

Proven leadership ability

Financial knowledge

Market and global awareness

Compliance and legal awareness

IT awareness

Human Resource Management skills


Prior to 1 June 2013

Shall not hold not more than 10 directorships in listed companies and not

more than 15 directorships in non-listed companies.

On and after 1 June 2013

Shall not hold not more than 5 directorships in listed companies.

Directors should notify the Chairman of the Board before accepting any new

directorship, including an indication of time that will be spent on the new


All nominations of candidates for the positions of directors and Managing Director

must be submitted to the Nomination Committee for consideration.

4.2 Re-election

All directors are subject to retirement by rotation.

4.3 Retention/ Re-designation of an independent director with cumulative term

of more than nine (9) years

The tenure of an independent director should not exceed a cumulative term of

nine (9) years. Upon completion of the nine (9) years, an independent director




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may continue to serve on the Board subject to the director’s re-designation as a

non-independent director. The Board, upon recommendation of the Nomination

Committee, shall justify and seek shareholders’ approval in the event that it

desires to retain a person who has served in that capacity for more than nine

years as an independent director.

Further, the long serving director is required to declare to the Company annually

that he complies the criteria as stated in item 3.3 above.


The Board should assume, amongst others, the following responsibilities:

a. Reviewing the code of conduct of the Company and implementing appropriate

internal systems to support, promote and ensure its compliance;

b. Reviewing and adopting a strategic plan for the Company;

c. Regularly evaluating economic, environmental, social and governance issues and

any other relevant external matters that may influence or affect the development

of the business or the interests of the shareholders in ensuring that the

Company’s strategies promote sustainability;

d. Overseeing the conduct of the Company’s business to evaluate whether the

business is being properly managed;

e. Reviewing, ratifying and monitoring systems of risk management and internal

control and ethical and legal compliance. This includes establishing sound risk

management framework, reviewing procedures to identify the main risks

associated with the Company’s businesses and the implementation of appropriate

systems to manage these risks;

f. Selecting, appointing and evaluating from time to time the performance of, and

planning succession of the Managing Director under the guidance of the

Nominating Committee;

g. Reviewing the procedures for appointment of senior management and ensuring

that succession planning of the senior management is in place;

h. Establishing an internal audit function which reports directly to the Audit


i. Promoting effective communication and proactive engagements within

shareholders and other stakeholders;

j. Ensuring there is a sound framework of reporting on internal controls and

regulatory compliance;

k. Ensuring its members have access to information, advice and appropriate

continuing education programmes;

l. Reviewing and approving formal and transparent remuneration policies and




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procedures to attract and retain directors;

m. Ensuring there is appropriate corporate disclosure policies procedures;

n. Encouraging the usage of information technology in communicating with


o. Taking reasonable steps in encouraging the shareholders’ participation and voting

by poll at general meetings of the Company;

p. Promoting effective communication and proactive engagements with

shareholders; and

q. Undertaking an assessment of the independent directors annually.

r. To undertake continuing professional education to enable them to discharge their



The Board shall have the authority to approve transactions or activities which are

beyond the individual discretionary powers of senior officers or management

committees delegated by the Board as per the Approving Authority limits stipulated in

the relevant policy manuals of respective operating units subject to the provision of the

Articles of Association of the Company.


a. The Board should establish and delegate certain duties to specialised Board

Committees to oversee critical or major functional areas and to address matters,

which require detailed review or in-depth consideration before tabling its

recommendation to the Board.

b. The Board has established the following Board Committees which operate within

their specific terms of reference:-

i. Nomination Committee

To provide a formal and transparent procedures for the appointment of

directors as well as annual assessment of effectiveness of individual

directors, Board Committees and Board as a whole and key senior

management officers.

ii. Remuneration Committee

To provide a formal and transparent procedure for developing remuneration

policy for directors and key senior management officers, and ensuring that

compensation is competitive and consistent with the Company’s culture,

objectives and strategy.




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iii. Audit Committee

To provide independent oversight of the Company’s financial reporting and

internal control system and ensure checks and balances within the

Company, and to ensure financial statements comply with applicable

financial reporting standards.

To review and assess the suitability and independence of external auditors.

Duties and functions of the above-mentioned committees are provided in their

respective terms of reference.


a. The conduct of directors will be consistent with their duties and responsibilities to

the Company and, indirectly, to the shareholders. The Board will always act within

any limitations imposed by the provisions of relevant laws and guidelines on its


b. Directors will use their best endeavours to attend Board meetings. Directors are

expected to participate fully, and constructively in Board discussions and other

activities and to bring the benefit of their particular knowledge, skills and abilities

to the Board;

c. Directors who are not able to attend a meeting will advise the Chairman at an

earlier date as possible and confirm in writing to the Secretary;

d. Board discussions will be open and constructive, recognising that genuinely held

differences of opinion could bring greater clarity and lead to better decisions. The

Chairman will, nevertheless, seek a consensus of the Board but may, where

considered necessary, call for a vote;

e. All discussions and their record will remain confidential unless there is a specific

direction from the Board to the contrary, or disclosure is required by law. Subject

to legal and regulatory requirements the Board will decide the manner and timing

of the publication of its decisions;

f. Directors are expected to strictly observe confidentiality of the Company’s

information; and

g. Directors are required to inform the Board of conflicts or potential conflict of

interest that may have in relation to particular items of business or transaction.

Subject to provisions of relevant laws and guidelines, these Directors shall abstain

from deliberation and determination of those matters.


The Board shall within its terms of reference:

a. Have complete, adequate and timely information prior to Board meetings and on

an ongoing basis;




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b. Have the resources required to perform its duties;

c. Have full and unrestricted access to any information pertaining to the Company;

d. Have the authority to form management / sub-committee(s) if deemed necessary

and fit;

e. Have the authority to delegate any of its responsibilities to any person or

committee(s) that is deemed fit;

f. Have direct communication channels with employees, senior management

personnel and relevant external parties; and

g. Be able to obtain independent professional or other advice.


Subject to relevant laws and guidelines, the following should be observed by the


a. The Board shall meet on a quarterly basis, but in any event, no less than once in

every three (3) months, or whenever deemed necessary;

b. Individual directors must attend at least 50% of the Board meetings held in each

financial year or such other percentage as may be prescribed by the Listing


c. The quorum of the meetings shall be met pursuant to the Articles of Association of

the Company;

d. The Board is also allowed to carry out the resolution by way of circulation;

e. The participation of the director can be facilitated by means of video or telephone


f. Head of the respective division units and relevant management personnel may be

invited to attend the Board meetings;

g. The Company Secretary shall be appointed as Secretary of the Board Meeting

and minutes of meetings shall be taken and documented; and

h. Information should be supplied to the directors at least seven (7) days prior to the

meeting in order for them to discharge their duties.


a. The Company aims to set remuneration at levels which are sufficient to attract

and retain the Directors needed to run the Company successfully, taking into

consideration all relevant factors including the function, workload and

responsibilities involved, but without paying more than is necessary to achieve




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this goal.

b. The level of remuneration for the executive directors is determined by the

Remuneration Committee after giving due consideration to the compensation

levels for comparable positions among other similar industry.

c. Non-executive directors are entitled to participate in the Company’s Employee

Share Options Scheme (ESOS) subject to approval at a general meeting. Nonexecutive

directors who participated in the ESOS are prohibited to sell, transfer or

assign the shares within one (1) year from the date of offer of such options.

d. No director other than executive directors shall have a service contract with the


e. A formal independent review of the directors’ remuneration is undertaken no less

frequently than once every three (3) years.


The Board has a continuing responsibility to the community to ensure that the

Company’s activities are conducive towards promoting the economic well-being of its

community and are in line with government’s economic objectives.


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