BOARD CHARTER

Introduction

It is the policy of the Company to manage the affairs of the Group in accordance with the appropriate standards for good corporate governance. The Board of Directors (“Board”) has overall responsibility for the proper conduct of the Company’s business and assumes responsibility of effective stewardship and control of the Company.

Purpose

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.

Authority

The Board derives its authority to act from the Memorandum and Articles of Association of the Company and the prevailing laws and regulations governing companies in Malaysia.

Composition, Appointment and Re-election

The Articles of Association of the Company provide for a minimum of two (2) Directors and a maximum of nine (9) 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 Articles of Association of the Company provide 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 Articles of Association 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.

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 Main Market Listing Requirements, 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.

New Directorships

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. 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. The notification should include an indication of the time that will be spent on the new appointment.

Chairman and Group Managing Director

The Chairman ensures the smooth and effective functioning of the Board.

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 Director and Group Operations Director for implementing the policies and decisions of the Board and overseeing the day-to-day operations of the Group.

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.

In carrying out its duties, the Board has amongst others, a formal schedule of matters specifically reserved for its decision, including overall strategic direction, annual operating plan, capital expenditure plan, acquisitions and disposals, major capital projects and the monitoring of the Group’s operating and financial performance.

Board Committees

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.

Board Meetings

The Board will have minimally four (4) scheduled meetings annually, with additional meetings to be convened as and when necessary.

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.

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 observes the Company Directors’ Code of Ethics established by the Companies Commission of Malaysia.

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.

 
Willowglen (Malaysia) Sdn. Bhd. (Company No. 351570-A). No 17, Jalan 2/149B, Taman Sri Endah, Bandar Baru Sri Petaling, 57000, Kuala Lumpur, Malaysia.
Tel: (603) 90571228 Fax: (603) 90571218

© 2013 Willowglen MSC Berhad (Company No. 462648-V). All Rights Reserved