企业管治
HEVEABOARD BERHAD (275512-A)
- BOARD CHARTER
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1.0 INTRODUCTION
The primary objective of the Company's Board Charter is to set out the roles and
responsibilities of the Board of Directors ("Board").
The Board, whilst supportive of Management, must:-
• Approve and proactively participate in strategic decisions.
• Challenge management with questions based on informed knowledge;
• Oversee management’s plans, decisions, and actions;
• monitor management’s ethical conduct, financial reporting and regulatory
compliance;
• Play a critical role in ensuring sound and prudent policies and practices of the
Company;
• Be capable of effectively achieving good governance and protecting the interests
of shareholders; and
• Proactively support and have continuous oversight over risk management,
internal controls and compliance matters involving the Company.
The Board will regularly review this charter and the terms of reference of Board
Committees to ensure they remain consistent with the Board’s objectives and
responsibilities, and relevant laws, regulations, guidelines and standards of corporate
governance.
2.0 BOARD SIZE AND COMPOSITION
a. The Board should comprise of individuals with character, experience, integrity,
competence and time to effectively discharge their role as company director. The
composition and size of the Board is such that it facilitates the making of informed
and critical decisions.
b. The number of directors shall not be less than two (2) and not more than twelve
(12). The appointment of directors shall be recommended by the Nomination
Committee and approved by the Board.
c. At any one time, at least two or one-third (1/3), whichever is higher, of the Board
members are independent directors.
d. The Board may appoint a senior independent director to whom shareholders’
concerns can be conveyed if there are reasons that contact through the normal
channels of the chairman or the managing director have failed to resolve them.
The Board shall appoint the senior independent director as the chairman of the
Nomination Committee, unless a better candidate is available.
e. The positions of chairman of the Board and managing director should be held by
different individuals, and the chairman must be a non-executive member of the
Board. The Board must comprise a majority of independent directors where the
chairman of the Board is not an independent director.
In the event that the positions of chairman of the Board and managing director are
HEVEABOARD BERHAD (275512-A)
- BOARD CHARTER
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held by the same person, the Company shall provide explanation and justification
in the Annual Report of the Company.
f. The Board shall endeavour to achieve 30% female directors by 31 December
2014. The Board through its Nomination Committee should take steps to ensure
that women candidates are sought as part of the recruitment exercise.
3.0 POSITION DESCRIPTION
3.1 CHAIRMAN
a. The chairman should:
i. Ensure the smooth functioning of the Board;
ii. Act as facilitator at meetings of the Board to ensure that no directors,
whether executive or non-executive, dominate discussion, that
appropriate discussion takes place and that relevant opinion among
directors is forthcoming;
iii. Inculcate positive culture in the Board;
iv. Ensure that all relevant issues are on agenda for Board meeting and
all directors are able to participate fully in the Board’s activities;
v. Ensure that the Board debates strategic and critical issues; and
vi. Ensure that the Board receives the necessary information on a timely
basis from Management.
b. The Chairman will have no casting vote if two (2) directors form a quorum,
or if there are only two (2) directors competent to vote on the question at
issue.
3.2 MANAGING DIRECTOR
a. The managing director should:
i. Be persons of high professional calibre, and unquestionable integrity;
ii. Directly responsible for the day-to-day operations of the Company;
iii. Familiar with the Company’s performance, the adequacy of internal
controls, risk management and compliance with legal requirements as
well as current matters and policies affecting the industry in general;
iv. Devote full attention and time to their duties and responsibilities and be
able to direct and supervise the Company effectively and responsibly;
and
v. At all times exercise professional skill, due care and diligence when
HEVEABOARD BERHAD (275512-A)
- BOARD CHARTER
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performing his functions, exercising their powers or discharging his
duties.
b. The key role of a managing director, amongst others, include:
i. Developing the strategic direction of the Company;
ii. Ensuring that Board decisions are implemented and Board directions
are responded to;
iii. Providing directions in the implementation of short and long-term
business plans;
iv. Providing strong leadership; i.e. effectively communicating a vision,
management philosophy and business strategy to the employees;
v. Keeping Board fully informed of all important aspects of the
Company’s operations and ensuring sufficient information is distributed
to Board members; and
vi. Ensuring day-to-day business affairs of the Company are effectively
managed.
The sound operation of the Company depends critically on its managing director.
Thus, he must be able to devote his full attention and time to be able to discharge
his duties and responsibilities effectively and diligently.
As the managing director is directly responsible for the day-to-day operations of
the Company, he must be familiar with the operations of the Company, the state
of internal controls, requirements of regulations, as well as current issues and
policies affecting the industry in general. He must also have the necessary
knowledge and professional competence in the conduct of the Company’s
business.
In the absence of its managing director, the executive director who is fully
acquainted with the Company’s affairs, is the person who will be directly
responsible for the overall running of the Company.
3.3 INDEPENDENT DIRECTOR
An independent director should declare to the Company annually that he complies
with the criteria as stated below.
1) He is independent of management and free from any business or other
relationship, which could interfere with the exercise of independent judgment
or the ability to act in the best interest of the Company anda.
Is not an executive director of the Company or any related corporation
of the Company;
b. Has not been within the last 2 years and is not an officer (except as a
non-executive director) of the Company;
HEVEABOARD BERHAD (275512-A)
- BOARD CHARTER
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c. Is not a major shareholder of the Company;
d. Is not a family member of any executive director, officer or major
shareholder of the Company;
e. Is not acting as a nominee or representative of any executive director
or major shareholder of the Company;
f. Has not been engaged as an adviser by the Company under such
circumstances as prescribed by the Exchange or is not presently a
partner, director (except as an independent director) or major
shareholder, as the case may be, of a firm or corporation which
provides professional advisory services to the Company under such
circumstances as prescribed by the Exchange; or
g. Has not engaged in any transaction with the said Corporation under
such circumstances as prescribed by the Exchange or is not presently
a partner, director or major shareholder, as the case may be, of a firm
or corporation (other than subsidiaries of the applicant or the listed
corporation) which has engaged in any transaction with the said
Corporation under such circumstances as prescribed by the Exchange.
