BONIA CORPORATION BHD ( T) Board of Directors Board Charter. 1.0 Overview

Transcription

1 1.0 Overview 1.1 The Board is accountable and responsible for the business performance and affairs of Bonia Corporation Berhad ( the Company or Bonia ) and its Group of Companies. The Board practices a high level of governance in discharging its fiduciary and leadership functions to promote long term health and prosperity of the Group. 1.2 This Board Charter sets out the Board s strategic intent and outlines the roles and responsibilities, functions, operation and processes of the Board, and act as a source reference and primary induction literature to provide insights to prospective Board members and senior management. It also assists the Board in the assessment of its own performance and that of its individual directors. 2.0 The Board 2.1 The Board shall consist of qualified individuals with a mix of skills that bring indepth of knowledge, experience and perspectives to the Group s business operations. 2.2 The size of the Board shall be determined by the needs of the Company from time to time. Nevertheless, the Board composition shall always be in full compliance with all current and applicable laws and regulations. 2.3 The Board shall undertake a periodic assessment of the independence of its Independent Directors by taking into consideration of their disclosed interests and whether the Independent Directors are able to continue to bring independent and objective judgment to the Board s deliberations. 2.4 The independent director(s) who has served cumulative nine (9) years term limit may, upon recommendation of the Board, seek shareholders approval on his reappointment subject but not limited to: he has met the independence guidelines as set out in Chapter 1 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad; and he does not have any conflict of interest with the Company and has not been entering/is not expected to enter into contract(s)especially material contract(s) with the Company and/or its subsidiary companies. 2.5 All Board members shall notify the Chairman of the Board before accepting any new directorship. The notification shall include an indication of time that will be spent on the new appointment. Acceptance of such new directorship shall not result in a conflict with the discharge of Directors duties to the Company. Page 1 of 5

2 2.6 The Directors shall continue to update their knowledge and enhance their skills through appropriate continuing education programmes and life-long learning. This will enable Directors to sustain their active participation in Board deliberation and to discharge their duties more effectively. The Board shall assess the training needs of its members from time to time. 2.9 Separation of the positions of the Chairman and Managing Director promotes accountability and facilities division of responsibilities between them. The responsibilities of the Chairman shall include leading the Board in the oversight of management, whilst the Managing Director focusses on the businesses and day-to-day operation of the Company. 3.0 Code of Ethics and Conduct 3.1 The Board observes the Code of Ethics for Company Directors as prescribed by the Companies Commission of Malaysia which provides guidance on the standards of conduct and prudent business practices as well as standards of ethical behavior to the Directors. 4.0 Duties and Responsibilities 4.1 The Board assumes, amongst others, the following responsibilities: Reviewing and adopting the overall strategic plans and programmes for the Company and Group Overseeing and evaluating the conduct of businesses of the Company and Group Identifying principal risks and ensuring implementation of appropriate internal controls and mitigation measures The Board shall receive an assurance from the Chief Executive Officer and Chief Financial Officer annually on whether the Company s risk management and internal control system is operating adequately and effectively, in all material aspects, based on the risk management model adopted by the Company Establishing a succession plan Developing and implementing a shareholder communication policy for the Company Reviewing the adequacy and the integrity of the management information and internal controls systems of the Company and Group. Page 2 of 5

3 4.1.7 Providing oversight and monitoring of environmental, social and governance (ESG) aspects of business in the Group which underpin sustainability and considering appropriate ESG reports and information. 5.0 Board Committees 5.1 The Board may from time to time establish appropriate committees to assist it in carrying out its duties and responsibilities. 5.2 The Board delegates certain functions to the following committees which operate within its own specific charters approved by the Board, to assist in the execution of its responsibilities:- Audit and Risk Management Committee The Audit and Risk Management Committee shall assist the Board in examining the Group s matters pertaining to the financial reporting, risk management and internal control, internal and external audit processes, related party transaction and conflict of interests situation, and to submit to the Board its recommendation and/or reports on matters within its purview or other matters of the Group referred to it by the Board, for the Board s consideration. Nomination & Remuneration Committee The Nomination & Remuneration Committee shall assist the Board in assessing and recommending to the Board the candidature of directors and boardroom diversity, appointment of directors to board committees, review of the Board s succession plans and training programmes, and to carry out periodic review on the composition and size of the Board, including the performance of individual Directors so to assess the appropriateness and effectiveness of the Board as a whole. The actual decision as to who shall be nominated shall be the responsibility of the Board after considering the recommendations of the Nomination & Remuneration Committee. The Nomination & Remuneration Committee shall also assist the Board to carry out periodic review on the remuneration policies and procedures to attract, retain and motivate Directors. The remuneration package should be aligned with the business strategy and long-term objectives of the Company and Group as well as to reflect the Board s responsibilities, expertise and complexity of the Company s activities. The remuneration packages of Directors shall be a matter to be decided by the Board as a whole with the Director concerned abstaining in deliberation and voting on decisions in respect of his individual remuneration. Page 3 of 5

4 5.3 The committees shall undertake in-depth deliberation of the issues at hand before tabling its recommendations thereon to the Board. 5.4 The Board may also delegate specific functions to ad hoc committees as and when need dictates. 6.0 Meeting Guidelines 6.1 The meeting and proceedings of the Board shall be governed by the provisions of the Articles of Association of the Company regulating the meetings and proceedings of the Board. 7.0 Access to Information and Independent Advice 7.1 All Directors shall have access to the information pertaining to the Group and shall cause the Management to supply accurate and complete information in a timely manner to enable the Board to discharge its duties effectively. 7.2 The Directors, collectively and individually, may seek independent professional advice and information in the furtherance of their duties at the Company s expense. 8.0 Financial Reporting 8.1 The Board shall ensure that the Company s financial statements and other financial reports are reliable source of financial information, and are prepared in accordance with the relevant laws and regulations as well as the applicable financial reporting standards, so as to give a true and fair view of the state of affairs of the Company and Group. 9.0 Corporate Disclosure and Shareholder Communication 9.1 The Board shall maintain a high level of transparency and accountability in its disclosure procedure and to promote effective communication with its shareholders and other stakeholders from time to time. 9.2 The Board observes the corporate disclosure framework under Bursa Malaysia Securities Berhad Main Market Listing Requirements and other regulatory bodies to provide timely and material information of the Group to its shareholders and other stakeholders to facilitate their decision-making process. Page 4 of 5

5 9.3 The Board also refers to the Corporate Disclosure Guide issued by Bursa Malaysia Securities Berhad to enhance the timeliness and quality of its disclosure practices. 9.4 General meetings are an important avenue through which shareholders of the Company can exercise their rights. The Board shall take active steps to encourage full participation of shareholders at the Company s general meeting and to disclose the relevant information to its shareholders to facilitate the considered use of their votes. 9.5 The Board shall remind its shareholders of their right to demand a poll at the commencement of general meetings, and encourage to put substantive resolutions to vote by poll and make an announcement of the detailed results showing the number of votes cast for and against such resolutions. 9.6 The Board shall promote effective communication and constructive engagements with the shareholders of the Company in relation to the performance, corporate governance and other matters affecting shareholders interests. 9.7 The Board shall establish a dedicated section for corporate governance in the Company s website to disseminate the Company s information to its stakeholders Review of the Board Charter 10.1 The Board shall periodically review and update its Board Charter to ensure compliance with the regulatory and legal requirements, which will take precedence over any stipulation of the Board Charter, and in accordance with the needs of the Company/Group that may have an impact on the discharge of the Board s duties and responsibilities The Board s approval is mandatory for any amendments to its Board Charter The Board Charter shall be published on the website of the Company. Page 5 of 5