WILLOWGLEN MSC BERHAD
The Board of Directors (“Board”) of Willowglen MSC Berhad (“Willowglen” or “Company”) is fully committed to ensuring that the highest standard of corporate governance including accountability and transparency is practised by the Company and throughout its group of subsidiaries ("Group") as a fundamental part of discharging its responsibilities to protect and enhance long-term shareholders’ value and all stakeholders’ interest.
This Board Charter incorporates the Principles and Practices of the Malaysian Code on Corporate Governance (“MCCG”) as considered appropriate, Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) on corporate governance, certain aspects of the Company’s Constitution and relevant portions of the Companies Act 2016 (“CA 2016”) in so far as the duties and responsibilities of Directors are concerned.
This Board Charter sets out the authority, role, functions, compositions and responsibilities of the Board to assist the Board members to be aware of their duties and responsibilities.
This Board Charter shall serve as source of reference and primary induction literature to provide insights to existing and prospective Board members in their performance and discharge of their fiduciary duties and responsibilities.
The Board derives its authority to act from the Constitution of the Company and the prevailing laws and regulations governing companies in Malaysia.
Composition, Appointment and Re-election
The Constitution of the Company provides for a minimum of two (2) Directors and a maximum of nine (9) Directors.
In line with Practice 4.1 of the MCCG, the Company shall strive to fulfill the recommendation that at least half of the Board comprises Independent Directors.
The Board should comprise suitably qualified individuals with diverse set of skills, knowledge, expertise and experience. On an annual basis, the Board reviews the composition in terms of size, the balance between executive, non-executive and independent Directors and mix of skills.
The Board considers the appointment of new director upon the recommendation from the Nomination and Remuneration Committee. In making these recommendations, the Nomination and Remuneration Committee will consider the skills, knowledge, expertise and experience, professionalism, integrity and in the case for the position of independent non-executive directors, their ability to discharge such responsibilities/functions as expected from independent non-executive directors.
The Constitution of the Company provides that at least one-third (1/3) of the Directors are subject to retirement by rotation at each Annual General Meeting and that all the Directors shall retire once in every three years. A retiring Director is eligible for re-election. The Constitution also provides that a Director who is appointed by the Board in the course of the year shall be subject to re-election at the next Annual General Meeting to be held following his appointment.
The Executive Directors are the conduit between the Management and the Board in ensuring the success of the Company’s human resources, financial management and governance function. The Executive Directors are responsible for the effective implementation of the Group’s human resources plan and policies established by the Board as well as to oversee the financial conduct of the business to ensure its smooth and efficient operations.
The Independent Non-Executive Directors are independent of Management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement.
The Independent Non-Executive Directors are not engaged in the daily operations and management of the Company. This ensures that the Independent Non-Executive Directors remain free of conflict of interest situations and enable them to carry out their roles and responsibilities effectively. The Independent Non-Executive Directors, through their vast and wide corporate experiences, and qualifications provide effective contributions and support to the Board.
Independence of Director
The Board assesses the independence of the Directors annually by having regard to the criteria adopted for assessing the independence of Directors. The Board will apply these criteria upon admission, annually and when any new interest or relationship develops.
Pursuant to the MMLR of Bursa Securities, at any one times, at least two (2) or one-third (1/3), whichever is the higher, of the Board members shall comprise Independent Directors. The Independent non-executive Directors provide a strong independent element on the Board.
As recommended by Practice 4.2 of the MCCG, the tenure of an independent director shall not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, an independent director may continue to serve on the Board but subject to the re-designation as a non-independent director. In the event the director is to be retained as an independent director, the Board must justify and seek annual shareholders’ approval. If the Board continues to retain the independent director after the twelfth (12) year, the approval of shareholders will be sought through a two-tier voting process as described in the Guidance to Practice 4.2 of the MCCG.
All the Board members shall notify the Chairman of the Board before accepting any new directorships in public and public listed companies incorporated in Malaysia as well as directorships in corporations with similar businesses operating in the same jurisdiction.
In line with best corporate governance practices, the Board should set out expectations on time commitment for its members and protocols for accepting new directorships in other companies. In this instance, Board members are expected to achieve at least 50% attendance of total Board Meetings in any applicable financial year.
The Chairman of the Board shall notify all the Board members before accepting any new directorships in public and public listed companies incorporated in Malaysia as well as directorships in corporations with similar businesses operating in the same jurisdiction.
Chairman and Group Managing Director
The positions of the Chairman and Group Managing Director are held by two different individuals. Their roles are separate and distinct from each other, with clearly defined responsibilities between the running of the Board and the management of the Company’s daily operations respectively, to ensure a balance of power and authority.
Role of Chairman
The Chairman ensures the smooth and effective functioning of the Board. The responsibilities of the Chairman of the Board, amongst others, are as follows:-
(a) to provide leadership to the Board, and oversee the Board in the effective discharge of its fiduciary duties;
(b) to set the Board agenda and ensure the Board members receive complete and accurate information in a timely manner;
(c) to lead in discussions at meetings and ensure efficient and effective conduct of the Board meetings;
(d) to encourage active participation and allow dissenting views to be freely expressed;
(e) to promote constructive and respectful relations between Board members and manage the interface between the Board and Management;
(f) to facilitate effective communication between the Board and the stakeholders;
(g) to lead the Board in establishing and monitoring good corporate governance practices in the Company;
(h) to assists with developing the Company's corporate strategy, building a pipeline of potential merger and acquisition transactions, growing the Company's market profile and establishing new corporate relationships;
(i) to work with Management in reviewing plans, defining issues, maintaining accountability and in any marketing efforts that would allow to effectively position the Company with investors to facilitate growth; and
(j) to commit time necessary to discharge effectively his role as Chairman.
Role of Group Managing Director
The Group Managing Director is responsible for the vision and strategic directions of the Group as well as initiating innovative ideas to create competitive edge and development of business and corporate strategies. He is assisted by the Executive Directors, Chief Operating Officer and Chief Technical Officer for implementing the policies and decisions of the Board and overseeing the day-to-day operations of the Group.
The responsibilities of the Group Manging Director, include the following:-
- To develop and implement corporate strategies for the Group;
- To supervise Management and/or head of departments who are responsible for all functions contributing to the success of the Group;
- To ensure the efficiency and effectiveness of the operations of the Group;
- To assess and identify business opportunities which are viable and of potential benefit to the Group; and
- To bring material and other relevant matters to the attention of the Board in an accurate and timely manner.
Roles and Responsibilities of the Board
The Board assumes, amongst others, the following roles and responsibilities in respect of the Group:
- Reviewing and adopting a strategic plan for the Group
- Overseeing and evaluating the conduct of the Group’s businesses.
- Identifying principal risks and ensuring the implementation of appropriate systems to manage these risks.
- Establishing a succession plan for senior management.
- Overseeing the development and implementation of a shareholder communication policy for the Company.
- Reviewing the adequacy and the integrity of the management information and internal controls system of the Group.
- Formulation of corporate policies and strategies.
- Approving key matters such as financial results as well as major investments and divestments, major acquisitions and disposals and major capital expenditure in accordance with the limit of authority.
- Annual assessment of the Board, Board committees and individual Directors.
Matters reserved for the Board
The following list of matters are reserved for the Board’s attention and approval, except where they are expressly delegated by the Board to a Board Committee, the Chairman, or the Group Managing Director:-
- Strategic investments and divestments, merger and acquisitions and corporate exercises;
- Approval of major capital commitments and capital expenditure;
- Material acquisitions and disposal of assets and properties not in the ordinary course of business;
- Changes to the management and control structure with the Group;
- Limits of Authority of the operating subsidiaries;
- Appointment of Board Members and Company Secretaries;
- Conflict of interest issues relating to substantial shareholders or Directors including approving related party transactions; and
- Any matters or transactions that fall within the ambit of the Board pursuant to the Companies Act 2016, MMLR of Bursa Securities, terms of reference of Board Committees and Limits of Authority.
The Board may from time to time establish Committees as it considers appropriate to assist in carrying out its duties and responsibilities.
The Board has established the following Committees which shall be operated under clearly defined terms of reference:
- Audit Committee
- Nomination and Remuneration Committee
The Chairman of the respective Committees will report and update the Board on significant issues and concerns discussed and where appropriate, make the necessary recommendations to the Board.
The Board may also delegate specific functions to ad hoc committees, a Director, employee or other person as and when required.
Details of the membership, terms of reference, the duties and responsibilities of the respective Board Committees are available on the Company’s website on www.willowglen.com.my.
Board Meetings and Supply of Information
The Board will have minimally four (4) scheduled meetings annually, with additional meetings to be convened as and when necessary. Members of the Management who are not Directors may be invited to attend and speak at meetings on matters relating to their responsibility.
All meetings shall be chaired by the Chairman of the Board. In the absence of the Chairman to preside over the Board meeting, the Directors present shall choose one of their number to be Chairperson of the meeting.
Notice of meeting setting out the agenda and accompanied by the relevant Board papers are given to Directors in sufficient time to enable the Directors to peruse, obtain additional information and/or seek further clarification on the matters to be deliberated.
Unless otherwise determined by the Directors from time to time, seven (7) days’ notice of all Directors’ meeting shall be given to all Directors. Any Director may waive notice of any meeting either prospectively or retrospectively.
As a Group practice, any Director who wishes to seek independent professional advice in the furtherance of his duties may do so at the Group’s expense.
Directors shall have access to all the information and records of the Company.
Code of Ethics
The Board should at all times observe the following code of ethics:
- Should be conscious of the interest of all the stakeholders of the Group;
- Should at all times promote professionalism;
- Should devote time and effort to attend meetings and discharge the responsibilities;
- Should disclose immediately all contractual interests whether directly or indirectly with the Group;
- Should neither divert to his own advantage any business opportunity that the Group is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others;
- Should at all time act with utmost good faith towards the Group in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his duties;
- Should be willing to exercise independent judgement and to protect the interest of the Group; and
- Should ensure that the operations of the Group do not harm the interest and well-being of the environment and society.
Review of the Board Charter
The Board Charter will be periodically reviewed and updated to take into consideration the needs of the Company as well as any development in rules and regulations that may have an impact on the discharge of the Board’s duties and responsibilities.