1.1 The Board of Directors regards corporate governance is important to the success of the business of the group, safeguarding the interests and enhancing shareholders’ value. To promote the high standard of corporate governance, the Group is guided by the Malaysian Code on Corporate Governance 2012, Companies Act 1965, Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”), Capital Markets and Services Act 2009 and applicable laws, rules and regulations in Malaysia.
1.2 The Board Charter sets out the roles, composition and responsibilities of the Board,provides strategic guidance and ensures that all Board members are aware of their functions.
- BOARD OF DIRECTORS
2.1 The Board will exercise its powers as conferred on them by the Memorandum and Articlesof Association of the Companies and the Companies Act and any other relevant legislations.
The Board is entrusted with the following duties and responsibilities:
- a) reviewing the Group’s strategic action plans particularly promoting sustainability and policies;
- b) overseeing the conduct of the Group’s business to ensure that it is being properly managed;
- c) identifying principal risks and ensuring the implementation of appropriate systems to manage these risks;
- d) appointing, training, fixing the compensation of, and where appropriate, replacing senior management;
- e) developing and implementing an investor relations programme and shareholder communications policy for the Company;
- f) reviewing the adequacy and the integrity of the Group’s system of internal control, risk management and management information systems, including system for compliance with applicable laws, regulations, rules, directives and guidelines; and
- g) responsible for the preparation of the Company’s financial statements.
3.1 The Board should comprise Executive Director, Independent Non-Executive Directors with a diverse range of skill, knowledge, experience, integrity, professionalism and perspective. The Board consists of at least two or one-third, whichever is higher, Independent Directors providing independent judgement and objectivity without being subordinated to operational considerations in ensuring the interests of all shareholders. All Directors shall retire from office once at least in each three (3) years, but shall be eligible for re-election.
3.2 There is an Senior Independent Director who normally chairs the Nomination Committee and also acts as a contact point for shareholders and other stakeholders with their concerns.
3.3 The tenure of an Independent Director should not exceed a cumulative term of nine (9) years. To retain as Independent Director, the Board will seek shareholders’ approval at the forthcoming annual general meeting with justifications otherwise the subject Independent Director would be re-designated as Non-Independent Director.
- BOARD AND EXECUTIVE DIRECTOR
4.1 The positions of the Chairman (an Independent Non-Executive) and Executive Director are held by different individuals to promote balance of power and authority, increase accountability and greater capacity for independent decision making. The Chairman undertakes the running of the Board and is responsible for leadership, conduct, effectiveness, efficiency and governance of the Board.
4.2 The Executive Director with the assistance of the heads of operations is responsible for the running of the day-to-day operations of the business and resources of the Group. He is responsible for policy direction, efficient and effective operations. Also, he is required to report the Group’s performance regularly to the Board, to carry out the Board‘s mandate and to implement the Group’s strategies.
5.1 The Board may from time to time establish appropriate committees to assist it to carry out its fiduciary duties and responsibilities. Specific terms of reference are set out for each committee. The following committees have been established in the Group:
- a) Audit Committee;
- b) Nomination Committee;
- c) Remuneration Committee; and
- d) Risk Management Committee.
5.2 The Risk Management Committee shall report to the Audit Committee and the above other committees shall report to the Board their activities and recommendations.
- SUPPLY OF INFORMATION
6.1 The Chairman ensures that all Directors have full and timely access to the information in advance of meetings which is necessary for deliberation at the Board meetings and decision making. Directors have access to the necessary information within the Company. They are allowed to seek and obtain independent professional advices and services, if necessary, in the discharge of their duties and responsibilities at the Company’s expenses.
- MEETING AND REPORTING
7.1 Board members meet at least 4 times annually. Seven (7) days’ notice of the Board of Directors’ meetings shall be given to the Directors except in the case of emergency whereby reasonable notice shall be deemed sufficient. Papers for meetings are sent out to the members several days before the meetings. The quorum necessary for the transaction of the business of the Directors shall be two (2). All members must attend at least 50% of the total number of Board meetings in a financial year. Proceedings of meetings are minuted and signed by the Chairman of the meetings.
7.2 Each board member shall disclose / declare his shareholding and interest in the Company and for the Group and his interest in any contract or proposed contract with the Company and for the Group in compliance with the Companies Act 1965, Listing Requirements and other legislations. Members will not deliberate and vote on the subject matters or resolutions which he is directly or indirectly interested.
- REVIEW OF CHARTER
The Board shall review the Board Charter periodically and make any changes it deems necessary. It is available at the Company’s website at www.bigind.com.my.