| TERM OF REFERENCE |
|
Status
|
The Board of Directors is governed by the Companies Act 1965, Capital Markets and
Services Act 2007 (CMSA) and the Memorandum and Articles of Association. |
Public Interest Directors
|
Non-Executive Chairman shall be appointed by the Minister of Finance amongst
the Public Interest Directors, pursuant to Section 10(3) of the CMSA
|
|
One third (1/3) of the number of Directors on the Board shall be Public
Interest Directors appointed by the Minister of Finance in consultation with the Securities
Commission, pursuant to Section 10(1)(a) of the CMSA and Article 68(2)(a) of the Company's Articles
of Association.
|
| Independent Non-Executive Directors |
At least one third (1/3) of the Board of Directors shall be Independent
Non-Executive Directors pursuant to Paragraph 15.02 of the Listing Requirements of Bursa Malaysia
Securities Berhad ("Listing Requirements"), to be appointed through Nomination and Remuneration
Committee ("NRC") with the concurrence of the Securities Commission pursuant to Article 68(2)(b) of
the Company's Articles of Association.
|
| Remaining Directors |
The remaining Directors shall also be appointed through NRC with the
concurrence of the Securities Commission pursuant to Article 68(2)(c) of the Company's Articles of
Association, including the Executive Director who is the Chief Executive Officer.
|
|
Primary Purpose
|
The Board of Directors has primary responsibility for the governance and
management of the Company, and fiduciary responsibility for the financial health of the
Company.
|
|
Responsibilities
|
In line with the Best Practices of the Malaysian Code of Corporate Governance,
the Board of Directors has the following responsibilities:
Review and approve the annual corporate plan for the Group, which includes the
overall corporate strategy, business development and marketing plan, human resources plan, IT plan,
financial plan, budget, regulatory plan and risk management plan
Review and approve strategic initiatives including corporate business
restructuring or streamlining and strategic alliances
Oversee the conduct of the Group's businesses to evaluate whether the
businesses are being properly managed
Identify principal risks and ensure the implementation of appropriate systems
to manage these risks
Approval on nomination, selection, compensation and succession policies for
the Management Committee members, Board Committee members and Consultative Panel members and the
annual manpower budget for the Group, including managing succession planning, appointing, training,
fixing the compensation of, and where appropriate replacing senior management
Develop and implement an 'investor relations programme' or 'shareholder
communications policy' for the Group
Review the adequacy and integrity of the Group's internal control systems and
management information systems, including systems for compliance with applicable laws, regulations,
rules, directives and guidelines (including Listing Requirements, Securities Laws and Companies
Act)
Review and approve the Financial Statements encompassing annual audited
accounts and quarterly reports, dividend policy, credit facilities from financial institutions and
guarantees
Review and approve the Audit Committee Report and Internal Control Statement
for the Annual Report
Review and approve the Annual Regulatory Report prepared in accordance with
Section 16 of the CMSA
Prepare a Corporate Governance Statement on compliance with the Malaysian Code
of Corporate Governance for the Annual Report
Review and approve investment policies and guidelines for the Company's
surplus funds, asset allocation policy and policy on exposure limits on investment with banking
institutions
Review and approve the capital expenditure, purchase of fixed assets,
operating expenditure, variation order and any other matters in accordance with the Authority
Limits Document
Approval on appointment of external auditors and their related audit
fees
|
|
Authority
|
With the exception of specific corporate decisions stated in the Securities
Laws, the Companies Act, Listing Requirements, and the Articles of Association, that require either
Minister of Finance/Securities Commission approval or require the passing of ordinary or special
resolutions by shareholders, the Board of Directors shall have full authority to make all
decisions.
The Board shall also have the power to delegate specific functions and authority
to its Committees, individual Directors, or the Management.
|
|
Meetings
|
The Board shall meet six (6) times each financial year and at any such time(s)
as it deems necessary to fulfil its responsibilities.
The Quorum for Board meetings shall be at least 50% of the number of Directors on the Board,
including a minimum of two (2) Public Interest Directors and two (2) Independent Directors.
Each member of the Board is entitled to one (1) vote in deciding the matters deliberated in
the meeting.
The decision that gained the majority votes of the Board shall be the decision of the Board.
In the event of an equality of votes, the Chairman of the Board shall be entitled to a second or
casting vote.
|
|
Reports
|
The Board is responsible for ensuring the production of the following reports:
Financial statements (including annual audited accounts and quarterly financia
results)
Statement explaining the Board's responsibility for preparing the annual
audited accounts
Corporate Governance Statement
Internal Control Statement
Annual Corporate Plan and Budget
|
|
Directors' Circular Resolution
|
A resolution in writing signed by a majority of all Directors shall be valid
and effectual as if it had been passed at a meeting of the Directors duly called and constituted
provided that the signatories must include the Chairman. All such resolutions shall be described as
"Directors' Circular Resolutions" and shall be forwarded or otherwise delivered to the Company
Secretary without delay and shall be recorded by the Company Secretary in the Company's Minutes
Book. Any such resolution may consist of several documents in the like form, each signed by one (1)
or more Directors. The expressions "in writing" or "signed" include approval by legible confirmed
transmission by facsimile, telex, cable, telegram or other forms of electronic
communications.
|
|
Secretariat
|
The Company Secretaries who are appointed by the Board under the Companies Act
1965 shall be responsible for preparation of agenda in consultation with the Chairman, and
distribution to all members of the Board the papers to be deliberated at the meeting.
|
|
Appointment Process
|
All Directors, with the exception of Public Interest Directors, shall be
required to submit themselves for re-election at regular intervals of not more than three (3) years
in accordance with Article 69 of the Company's Articles of Association.
|
