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Board Charter

board charter


Our Board of Directors is governed by the guiding principles and best practices articulated in the Malaysian Code on Corporate Governance 2012. We firmly believe that robust corporate governance lays the foundation for sustained long-term growth. This approach serves the best interests of our stakeholders, enriches shareholder value, and fortifies the company’s fiscal performance.

Pursuant to the Company’s Articles of Association:

  • The Board comprises no fewer than three (3) directors and no more than fifteen (15).
  • Consistent with Chapter 7 of the Listing Requirements, one-third (or the nearest whole number) of our Directors, inclusive of the Managing Director, step down at each Annual General Meeting, ensuring a full rotation every three years. However, these directors remain eligible for re-election.
  • Directors aged seventy (70) and above voluntarily submit themselves for annual re-election, in line with Section 129(6) of the Companies Act, 1965.
  • In fulfillment of the Listing Requirements, one-third of our Board is composed of independent directors, ensuring a fair representation of the interests of our minority shareholders.


Roles and Responsibilities

  • Reviews and adopts strategic plans for the group.
  • Oversees the performance of management, critical and material business issues, and specific areas such as risk management, internal control, investor relations, and shareholders’ communication.
  • Executive directors are directly involved in managing the Group’s business and resources.
  • Independent non-executive directors are actively involved in various Board Committees and contribute significantly in areas such as performance monitoring and enhancement of corporate governance and controls.
  • Ensures succession planning, including appointing, training, and fixing the compensation.
  • The Chairman provides overall leadership to the Board and ensures that the Group’s corporate objectives are met; he ensures a balanced composition of skills, knowledge, and experience within the Board.
  • The Managing Director is responsible for developing and recommending to the Board the long-term strategy of the Group; making and implementing operational decisions, and managing the day-to-day operations of the Group.

The Board has delegated certain responsibilities to the Board Committees with clearly defined terms of reference. This Board’s Committees include the Audit Committee, Nomination Committee, Remuneration Committee, Risk Management Committee, Investment and Development Committee and Employees’ Share Option Scheme Committee (“ESOS Committee”):

  • Audit Committee: The Audit Committee takes on the overall responsibility of ensuring compliance with accounting policy, reliability of financial statements, and audit findings.
  • Nomination Committee: The Nomination Committee takes on the overall responsibility of identifying and selecting suitable candidates for the Board as well as reviewing the structure, size, and composition of the Board.
  • Remuneration Committee: The Remuneration Committee takes on the overall responsibility of reviewing the remuneration packages of the Managing Director, directors, and senior executives of the Group.
  • Risk Management Committee: The Risk Management Committee takes on the overall responsibility of developing, evaluating, and monitoring the risk policies, procedures, and controls of the Group.
  • Investment and Development Committee: The Investment and Development Committee takes the overall responsibility to oversee and manage the key risks in relation to the expansion program as well as investment and development plans.
  • ESOS Committee: The ESOS Committee takes on the overall responsibility of reviewing ESOS-related matters throughout the ESOS Scheme period.


Board Meetings

The Board convenes at least four quarterly scheduled meetings annually, with additional meetings convened for urgent and important matters as and when necessary. An agenda and a full set of Board papers are circulated to all the Directors prior to the Board meetings so as to give the directors time to consider and deliberate on the issues to be raised at Board meetings. The Board has the services of qualified and competent Company Secretaries who provide support to the Board in ensuring that all Board procedures are followed and that applicable laws and regulations are complied with.

Besides Company Secretaries, directors have access to the financial and operations officers as well as the internal auditors of the Group. Where necessary, Board members are also entitled to seek independent professional advice on specialized issues at the Group’s expense to enable them to discharge their duties with full knowledge of the cause and effect. A resolution in writing signed by a majority of the directors for the time being entitled to receive notice of a meeting of the directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.

Review of Board Charter

The Directors will periodically review or revise the Board Charter in accordance with the needs of the Group and any new regulations that may have an impact on the discharge of the Board’s duties and responsibilities.