The Board Charter is a charter of the Board of Directors (“Board”) of Amtel Holdings Berhad (“Company”). The Board is accountable to shareholders and other stakeholders for the proper corporate governance and performance of the Company and is committed to strengthen the Company’s sustainability and organisational effectiveness.
The purpose of the Board Charter is to provide a clear statement on the roles and responsibilities of the Board and those delegated to the Management and to outline the core principles of corporate governance which the Group subscribes to and serves as a source of reference and primary induction literature providing insights to Board members and senior management.
In addition, it will assist the Board in the assessment of its own performance and of its individual Directors.
Role of the Board
The Board has the ultimate responsibility to set strategic direction and policy in relation to the business and affairs of the Company and the Group for the benefit of the shareholders and other stakeholders of the Company. The Board is accountable to shareholders for the performance of the Group.
The Board delegates day-to-day management and operations of the Group to the Management under the leadership of the Group Managing Director, to deliver the strategic direction and goals determined by the Board. A key function of the Board is to monitor the performance of the Management.
The Board assumes, amongst others, the following roles and responsibilities in discharge of its obligation:-
- Review and adopt strategic plans/direction of the Company and the Group and to monitor the implementation of such plans/directions by the Management.
- Review and adopt corporate objectives of the Company and the Group which includes performance targets and long-term and medium-term goals.
- Oversee the resources and operational conducts of the Company and the Group’s businesses and to determine whether the businesses are being properly managed.
- Deciding on whatever steps are necessary to protect the Company’s financial position and the ability to meet its debts and other obligations when they fall due, and ensuring that such steps are taken.
- Identify principal risks of the Company and the Group and to ensure the implementation of appropriate internal control and mitigation measures.
- Succession planning, including ensuring all candidates appointed to senior management positions are of sufficient calibre and programmes are in place to provide for the orderly succession of senior management.
- Ensure corporate accountability to the shareholders primarily through adopting an effective shareholder communications strategy, encouraging effective participation at general meetings and, through its Chairman, being the key interface between the Company and its shareholders.
- Review the adequacy and integrity of the Group’s internal control systems which includes appropriately sound framework/systems of reporting and to ensure regulatory compliance with applicable laws, regulations, rules, directives and guidelines.
- Ensuring that the Company adheres to high standards of ethics and corporate behaviour.
- Delegates certain responsibilities to the various Board Committees with clearly defined terms of reference to assist the Board in discharging its responsibilities.
- Establish and formalise strategies on promoting sustainability. Attention shall be given to environmental, social and governance aspects of business which underpin sustainability.
Role of the Chairman
The Chairman is responsible for ensuring Board effectiveness and conduct of the Board. The key roles of the Chairman, amongst others, are as follows:-
- Ensure that the Board functions effectively, cohesively and independently of Management.
- Leading the Board, including presiding over Board meetings and Company meetings and directing Board discussions to effectively use the time available to address the critical issues facing the Company.
- Promoting constructive and respectful relationship between Board members and between Board members and Management.
- Ensure that there are effective communication between the Company and/or Group and its shareholders and relevant stakeholders.
Role of the Group Managing Director
The Group Managing Director assumes the overall responsibility for the Group’s operational activities and effectiveness and implements the Board’s policies, strategies and decisions. The Group Managing Director leads the Management team in carrying out the corporate strategies and objectives of the Group.
The Group Managing Director is responsible to the Board for the day-to-day management of the Company and the Group. The key roles of the Group Managing Director, amongst others, are as follows:-
- Developing objective, strategic direction and business targets of the Group.
- Ensure that the Company and the Group’s business is properly and efficiently managed by ensuring that the Management implements the strategies and corporate policies adopted by the Board and its Committees.
- Ensure that the objectives and standards of performance are understood by the Management and employees.
- Ensure that the operational planning and control systems are in place.
- Keeping the Board fully informed of all important aspects of the Group’s operation and ensuring sufficient information is distributed to the Board members.
- Monitoring performance results against plans and where necessary, taking remedial action.
- Ensure the day-to-day business affairs of the Group are effectively and efficiently managed.
Role of the 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
- Remuneration Committee
- Nomination Committee
The Board may also delegate specific functions to ad hoc committees, a Director, employee or other person as and when required.
The Committees shall operate under clearly defined terms of reference. The Committees are authorised by the Board to deal with and to deliberate on matters delegated to them within their terms of reference. The Chairman of the respective Committees reports and update the Board on significant issues and concerns discussed and where appropriate, make the necessary recommendations to the Board. The minutes of the respective Committees will be included in the Board papers for Board’s notification.
The Terms of Reference of each of the above Committees are published in the Annual Report.
Size and Composition
The Board consists of qualified individuals with diverse professional backgrounds and specialisations with vast range of experience in the field of trading and marketing, engineering, corporate affairs, finance and management to enable them to discharge their duties and responsibilities effectively. The composition and size of the Board is such that it facilitates the decision making of the Company. Pursuant to the Articles of Association of the Company, the Board shall not be less than two (2) directors and more than fifteen (15) directors.
In accordance with the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Company must ensure that at least two (2) directors or one-third (1/3) of the Board, whichever is the higher, are independent directors. If the number of directors of the Company is not three (3) or a multiple of three (3), then the number nearest one-third (1/3) must be used.
The basis for the presence of an independent voice on the Board is to ensure that objectivity in decision-making of the Board is achieved and that no single party can dominate such decision-making in the company.
On boardroom diversity, the Board will review the appropriate skills, experience and knowledge required of the Board members, in the context of the needs of the Group. The Board will review its composition and size from time to time to ensure its appropriateness.
There is a separation of the role between the Company’s Chairman and that of the Group Managing Director to ensure a clear division of responsibilities and a balance of control, power and authority.
Appointments and Re-election
The Nomination Committee shall identify and recommend candidates with appropriate skills, experience, knowledge and expertise in order to discharge its mandate effectively and to maintain the necessary mix of expertise to the Board for approval.
In accordance with the Company’s Articles of Association, one-third (1/3) of the Directors shall retire from office at each Annual General Meeting (“AGM”) but shall be eligible for re-election.
All newly appointed Directors will be subject to retirement at the next AGM and is eligible for re-election.
All Directors shall submit themselves for re-election at least once every three (3) years consistent with the Company’s Articles of Association and the Listing Requirements of Bursa Securities from time to time.
The directorships held by any Board member at any time shall not exceed the number of listed companies and non-listed companies as prescribed by Bursa Securities from time to time.
Independence of Director
The Independent Directors provide independent judgment, experience and objectivity without being subordinated to operational considerations. They help to ensure that the interests of all shareholders are indeed taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.
The Board shall assess the independence of the Independent Directors prior to their appointment and annually thereafter or when any new interest or relationship develops in light of interests disclosed to the Board.
The tenure of an Independent Director shall not exceed a cumulative term of nine (9) years in accordance with the Malaysian Code on Corporate Governance 2012. However, upon completion of the nine (9) years, the Independent Director may continue to serve the Board subject to the Director being re-designated as a Non-Independent Director. In the event the Director is to remain as Independent Director, the Board shall first justify and obtain shareholders’ approval.
New Directorship and Time Commitment
The Directors may be invited to become directors of other companies and the Directors are therefore at liberty to accept other Board appointments so long as such appointments are not in conflict with the business of the Group and do not adversely affect the Directors’ performance as a member of the Board.
In maintaining and monitoring the limitation on directorship as required by the Listing Requirements of Bursa Securities, the Directors upon appointment, and from time to time during their tenure, shall notify the Company Secretary of their directorship in other companies for disclosure to the Board at Board meetings.
Directors’ Assessment/Board Evaluation
The Board recognises the importance of assessing the effectiveness of individual Directors and the Board. The Board, through the Nomination Committee, conducts a formal review on the performance of each individual director and the Board as a whole on an annual basis.
The review shall take the form of a questionnaire comprising a self-evaluation of the Board as a whole and the individual directors, and the responses will be collected and collated by the Company Secretary, on behalf of the Nomination Committee. The conclusion of the Nomination Committee’s assessment will be minuted and its minutes are included in the Board papers for Board’s notification.
The Board meets quarterly however additional meetings are convened as and when required, when warranted by situations that require deliberation on urgent proposals or matters that need the immediate approval or decision of the Board. Where appropriate, decisions are also taken by way of Directors’ Circular Resolutions.
The agenda of the meeting and Board papers will be collated and circulated to Directors by the Company Secretary prior to the meeting and the Company Secretary will supervise the filing and storage of all Board papers.
The quorum for holding a Board meeting shall be two (2) unless otherwise determined by the Directors.
If at any meeting the Chairman is not present within ten (10) minutes after the time appointed for holding the meeting, the Directors present shall choose one of their members to be Chairman of the meeting.
The Directors may participate in the Board and/or Committee meetings by means of a telephone or video conference or any other communication equipment and such participation shall be deemed to be attendance in person.
All proceedings of the Board meetings are recorded by the Company Secretary, which include matters discussed, the Board’s deliberations, suggestions and conclusion reached. The minutes are signed by the Chairman as endorsements of records of the meetings.
The Company shall provide a fair, reasonable and competitive remuneration for its executive and non-executive Directors to ensure that the Company attracts and retains high calibre Directors who have the skills, experience and knowledge to run the Company successfully.
The remuneration packages of executive Directors are structured to link rewards to the Group and individual performance. The non-executive Chairman/Directors’ remuneration reflects the experience, qualification and level of responsibilities undertaken by them.
The Board, as a whole, determines the remuneration of each Director and the Directors do not participate in decisions regarding their own remuneration packages.
In addition to the Mandatory Accreditation Programme as required by Bursa Securities, the Directors are also encouraged to attend training programme/courses/seminars on a continuous basis to keep abreast with current developments in laws, regulations and business practices in order to aid the Directors in discharging their duties.
The training needs of the Directors will be reviewed by the Nomination Committee to ensure that they are acquainted with the latest development and changing environment within which the Company operates.
The Company aims to present a clear and fair assessment of the Company’s financial position and future prospects in respect of all quarterly results, annual financial statements and announcements issued by the Company within the stipulated timeframe.
The Board is assisted by the Audit Committee to scrutinize information for disclosure to ensure its timeliness, accuracy and adequacy.
The Board ensures that the financial statements are prepared so as to give a true and fair view of the current financial status of the Company in accordance with the approved accounting standards and the Companies Act, 1965.
The Board shall be supplied with appropriate and timely information to enable it to discharge its duties. The Board papers will be distributed to all Directors prior to the Board meetings and sufficient time are given to enable Directors to evaluate the matters to be discussed in order to discharge their duties effectively and efficiently. The Directors are free to seek any further explanation and information they consider necessary to facilitate informed decision-making. Board reports and meeting papers are prepared and presented by the Management in a concise format that provides adequate facts and analysis pertinent to each proposal or matter that arises.
Senior management officer may be invited to attend Board meetings when necessary, to furnish explanation and comments on the relevant agenda tabled at the Board meetings or to provide clarification on issues that may be raised by the Board or any Director.
All Directors, whether as a full board or in their individual capacity have unrestricted access to the information, advice and services of the Company Secretaries and the senior management team in the Group in carrying out their duties.
Where necessary the Directors may obtain independent professional advice in the furtherance of their duties, at the Company’s expense if circumstances necessitate it. Prior to incurring such professional fees, the Director shall refer to the Chairman and/or the Group Managing Director on the scope, nature and fees of the professional advice to be sought.
The Directors are required to act in the best interests of the Company. The Directors also have a duty of confidentiality in relation to the Company’s confidential information.
In view of the diversity of the business activities of the Group, the Directors are expected to minimize the possibility of conflict of interest in their involvement with the Group by restricting their involvement in businesses that could lead to a conflict of interest situation.
In the event of the occurrence of a conflict of interest situation, the particular Director shall declare his interests and excuse himself from Board discussions and deliberations and voting in respect of those resolutions/interests.
A Director who is in any way, whether directly or indirectly interested in a contract or proposed contract with the Company shall declare the nature of his interests in accordance with the provisions of the Companies Act, 1965. Every Director shall give notice to the Company of such events and matters relating to him as may be necessary or expedient to enable the Company and its officers to comply with the requirements of the Companies Act, 1965.
The Company encourages shareholders to attend the AGMs. If shareholders are unable to attend general meetings personally, they are encouraged to participate through the appointment of a proxy or proxies. The Company Secretary will be present at all general meetings of shareholders.
The Board may consider poll voting as a viable voting option for its shareholders if necessary. Voting by show of hands continues to be efficient based on the current level of shareholders’ attendance at AGM.
Poll voting will be carried out for related party transactions as prescribed by the Listing Requirements of Bursa Securities or upon demand by the Chairman or shareholders pursuant to the Company’s Articles of Association.
The Company is committed to establishing a direct line of communication with shareholders and investors through timely dissemination of information on the Group’s performance and operations via distribution of annual reports and relevant circulars, release of quarterly financial results, press releases and announcements.
The AGMs and any other meetings of the shareholders represent the principal forum for dialogue and interaction with all shareholders and investors. At each AGM, the Board presents the progress and performance of the Group’s business. Shareholders are given opportunity and time to participate in the open question and answer session with regards to the agenda of the general meeting or other concerns over the Group’s business as a whole. The Chairman, Group Managing Director, Audit Committee members, senior management team and external auditors are available during the general meeting to response to the shareholders’ queries.
Shareholders and members of the public can also obtain information on the Company through the Bursa Securities website at www.bursamalaysia.com and the Company’s own website at www.amtel.com.my. All announcements, including full versions of its quarterly results announcement and annual reports are published and accessible.
The Company is committed to upholding the highest standards of transparency, accountability and integrity in the disclosure of all material information on the Company to the investing public in an accurate, clear and timely manner in accordance with the corporate disclosure requirements as set out in the Listing Requirements of Bursa Securities and the guidance as set out in the Corporate Disclosure Guide issued by Bursa Securities. The Board will also ensure that all who invest in its securities enjoy equal access to such information.
The Board appoints the Company Secretary who plays an important advisory role as a central source of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company.
The appointment and removal of the Company Secretary is a matter for the Board as a whole.
The Directors are expected to conduct themselves with the highest ethical standards. All Directors and employees are expected to behave ethically and professionally at all times and thereby protect and promote the reputation and performance of the Company.
The Board adopted and practices the Code of Ethics for Company Directors issued by the Companies Commission of Malaysia.
This Board Charter has been adopted by the Board on 31 October 2013 and is made available for reference on the Company’s website at www.amtel.com.my.
The Board Charter will be reviewed by the Board from time to time to ensure its relevance in assisting the Board to discharge its duties with the changes in laws and regulations and to remain consistent with the Board’s objectives and responsibilities.