Registration No. 199601037606 (409959-W)
(Incorporated in Malaysia)
The enhancement of corporate governance standards is vital towards achieving the objectives of transparency, accountability and effective performance for Wong Engineering Corporation Berhad (“the Company”) and its group of companies (“the Group”).
This Board Charter is designed to provide guidance and clarity for Directors and management with regard to the role of the Board of Directors (“the Board”) and its committees, the requirements of Directors in carrying out their roles and in discharging their duties towards the Company as well as the Board’s operating practices.
This Board Charter is subject to the provisions of the Companies Act 2016, the Constitution of the Company, the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa”), the Malaysian Code on Corporate Governance 2017 (“MCCG”) and any other applicable law or regulatory requirements.
This Board Charter serves as a reference source of reference and primary induction literature to provide insights to the existing and prospective Board members and senior management. It also assists the Board to focus on their fiduciary duties and responsibilities as Directors of the Company as well as reminding the Board of the legal framework within it operates.
The Board recognizes that board diversity, comprising a balance of skills, experience, age and cultural background, is an essential element contributing to the sustainable development of the Company. Appointment of Directors shall take into consideration not only the skills, knowledge, experience, attributes and core competencies, but also the character, expertise, professionalism, integrity and the Directors’ industry standing.
The Board is of the opinion that there is no need for a formal gender diversity policy as the Group is committed to provide fair and equal opportunities and nurturing diversity within the Group. Evaluation of suitability of any candidate is based on the non-exhaustive criteria as stipulated above to ensure that the candidate bring value and expertise to the Board.
The Board should include a balance of executive directors and non-executive directors such that no individual or small group of individuals can dominate Board’s decision making. Non-executive directors should be persons of calibre, credibility and have the necessary skill and experience to bring an independent judgment to bear on the issues of strategy, performance and resources including key appointments and standards of conduct.
The Constitution of the Company provides for a minimum of two (2) Directors and a maximum of fifteen (15) Directors. The Company shall have at least two (2) or one-third of the Board, whichever is higher, who are Independent Directors.
The Company practices a division of responsibilities between the Independent Non-Executive Chairman and the Chief Executive Officer (“CEO”) to ensure organisation check and balance for better governance.
a) The Board shall at all time exercise his powers for a proper purpose and in bona fides in the best interest of the Company and shall act honestly and use reasonable care, skill and diligence in the discharge of their duties and responsibilities as fiduciaries in the interests of the Company.
b) Director shall at all time avoid conflict of interest, and shall as soon as practicable after the relevant facts have come to his knowledge, declare the nature of his interest at a meeting of the directors of the Company.
c) The Board assumes the following key responsibilities: –
i) to promote good corporate governance culture within the company which reinforces ethical, prudent and professional behaviour;
ii) review, challenge and decide on management’s proposals for the company, and monitor its implementation by management;
iii) review and adopt the strategic plan and direction to supports long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability;
iv) supervise and assess management performance to determine whether the business is being properly managed;
v) ensure there is a sound framework for internal controls and risk management;
vi) to establish orderly succession plan of board and senior management;
vii) ensure that the company has in place procedures to enable effective communication with stakeholders;
viii) ensure the integrity of the company’s financial and non-financial reporting.
The Board Chairman presides over meetings of Directors and is responsible for instilling best practices of corporate governance, leadership and effectiveness of the Board. The duties of the Board Chairman include and not limited to:-
a) ensure the provision of accurate, timely and clear information to Directors,
b) in consultation with the Management and Company Secretary, sets the agenda of Board meetings, ensure all relevant issues are on the agenda; Ensure sufficient time is allocated for discussion of the said issues.
c) Lead Board meetings and discussion; Encourage active participation and open communication;
d) taking a leading role in building an effective corporate governance system and practices, including Board and Committee Charters, a Committee structure and ensuring that induction as well as ongoing education programmes for Directors are in place;
The CEO, also an Executive Director is in charge of the daily operations of the business, with the following key responsibilities: –
a) making strategic business decision and implementing policies to strengthen performance of the Group;
b) strategy, objective and business development;
c) ensure prompt update of financial position, business, market trends and economic environment to the Board,
d) provide strong leadership by creating conditions for motivation, performance management and professional development
e) ensure compliance with statutory and regulatory requirements as well as establish and promote good corporate governance practices throughout the Group
Directors are expected to comply with their statutory and regulatory duties when discharging their fiduciary responsibilities as Directors. Broadly, Directors should: –
a) act in good faith and in the best interests of the Group
b) exercise reasonable care, skill and diligence subject to the business judgement rule;
c) avoid conflicts of interest with the Group in a personal or professional capacity, including improper use of the property, information, opportunity of the Group or position as a Director or officer of the Group or engaging in business which is in competition with the Group;
d) ensure Board information, discussions, deliberations and decisions that are not publicly known are not used for personal interest, or their employers’ interest;
e) disclosure of and abstaining from voting on matters of material personal interest;
f) maintain a sound understanding of the business, and keep abreast of relevant developments to ensure he/she is able to discharge his/her duties and responsibilities effectively;
g) ensure his decisions and the basis for those decisions, including any dissenting views are made known and properly minuted; and
h) compliance with the Companies Act, securities legislation and the MMLR.
The Company Secretary shall act as a central source of information in relation to relevant guides and legislation. The Company Secretary shall coordinate the preparation of Board papers with the Management, ensure Board procedures and applicable rules are observed and maintaining records of the Board as well as provide timely dissemination of information relevant to the Directors’ roles and functions and keeping them updated on evolving regulatory requirements.
The appointment of a new Director is a matter for consideration and decision by the full Board. Nominating Committee shall be responsible to give full consideration to the required mix skills, experience and diversity where appropriate, which the directors bring to the Board.
Upon the appointment of a new Director, the Company Secretary shall advise the Director of his/her principal duties and responsibilities and explains the restrictions to which he/she is subject to in relation to price-sensitive information and dealings in the Company’s securities. Thereafter, all Directors are provided with appropriate briefings on the Company’s affairs and up-to-date Corporate Governance materials published by the relevant authorities.
In accordance with the Para 15.06 of the MMLR, the directorship held by any Board must not be more than five (5) in listed companies.
The tenure of an independent director should not exceed a cumulative term of nine years
starting from the time the individual is first appointed as an independent director of a company.
Upon completion of the nine years, an independent director may continue to serve on the
Board subject to the director’s re-designation as a non-independent director.
In the event that the Board chooses to retain the services of the independent directors after nine years, the Company must justify and seek shareholders’ approval on an annual basis and after twelfth (12) years, the Board shall provide justification and seek annual shareholders’ approval through a two-tier voting process.
The office of a Director shall be vacated in accordance with the Company’s Constitution, MMLR and other regulatory requirements including but not limited to securities law and others.
The Board shall meet at least once in every quarter and at any such times as it deems necessary to facilitate the discharge of its responsibilities. Members of the Management who are not directors are invited to attend and speak at meetings on matters relating to their area of responsibilities.
The Board should have direct access to Management and all information pertaining to the Group’s business and affairs in a timely manner for the discharge of its duties effectively. There should be an agreed procedure for directors, whether as a full board or in their individual
capacity, in furtherance of their duties to take independent professional advice at the
company’s expense, if necessary. All directors should have access to the advice and services of the company secretary.
Where possible, notices, agenda of meetings and other meeting materials should be distributed at least seven (7) days before the Board meeting, in order to provide sufficient time for Board’s review ahead. The Board meetings may be held by means of a conference telephone or similar electronic telecommunication device according to the Company’s Constitution.
The quorum necessary for the transaction of the Directors shall be two (2). Each Director is entitled to one (1) vote on matters deliberated at the meeting. In case of an equality of votes the Chairman except when only two (2) Directors are present or when only two (2) Directors are competent to vote on the question at issue shall have a second or casting vote.
At each Board meeting, the Chairman of the relevant Board Committees will report to the Board on key issues deliberated by the Board Committees at their respective meetings.
All Directors must notify the Chairman as soon as practicable should they believe their involvement with a particular issue may fairly give rise to an actual or perceived conflict of interest. If the Chairman agrees that an actual or perceived conflict is likely to exist, the Chairman shall decide whether the said Director is in a position to attend the meeting, while abstaining from discussing the respective issue and/or the decision-making process or whether the respective Director shall leave the meeting (or video conference or call), while discussion of the issue takes place.
As to potential conflicts involving the Chairman, the same process shall apply except that the Chairman shall appropriately consider and weigh the facts potentially leading to a conflict together with the Vice Chairman and on that basis decide whether he is in a position to attend the respective meeting and/or to discuss or vote the respective issue.
The minutes memorialise the terms of the issues discussed, and the conclusion in discharging its duties and responsibilities are circulated in a timely manner. The minutes of each meeting are kept by the Company Secretary and are available for inspection by any Director.
The Board has established four (3) Board committees, namely Audit Committee, Nominating Committee (“NC”) and Remuneration Committee to assist the Board in overseeing the affairs of the Group and these Committees have been entrusted with specific responsibilities and authorities.
These Committees are delegated to examine specific areas and issues and report the same to the Board on their discussion together with recommendations. The ultimate responsibility for the final decision on all matters lies with the Board.
The duties and responsibilities of each Committee are properly stated in the respective Terms of Reference, details of which are attached hereto as Appendix A.
The NC has established a set of quantitative and qualitative performance criteria to evaluate the performance of each Director of the Board, each Committee and reviewing the performance of the Board as a whole. The criteria for assessment of Directors shall include attendance record, intensity of participation at meetings, quality of interventions and special contributions.
The Director who is subject to re-election and/or re-appointment at next Annual General Meeting is assessed by the NC before recommendation is made to the Board and shareholders for re-election and/or re-appointment. Appropriate assessment and recommendation by the NC are based on the annual assessment conducted.
The Company has adopted a Remuneration Policy to attach and retain the Directors required to lead and control the Group effectively. In the case of the executive Board members, the components of the remuneration package are linked to individual and corporate performance. As for non-executive Directors, the level of remuneration is reflective of their experience and level of responsibilities and the onerous challenges in discharging their fiduciary duties.
The Board shall ensure that the remuneration and incentive for independent Directors are not in conflict with their obligation to bring objectivity and independent judgement on matters discussed at Board meetings.
The Directors’ fees and benefits payable to the Directors are reviewed annually. The executive Board members shall pay no part in deciding their own remuneration and the respective Board members abstained from discussion and decisions pertaining to their remuneration.
The Company has adopted an induction programme for new members of the Board to ensure that they understand: –
a) their roles and responsibilities;
b) the Board’s expectations in terms of their knowledge contribution;
c) the nature of the Company’s business;
d) current issues within the Company, the corporate strategy adopted by the Company.
In addition to the Mandatory Accreditation Programme, the Board is cognisant of the need to ensure that its members undergo continuous trainings to enhance their knowledge, expertise and professionalism in discharging their duties.
The Directors will continue to attend various seminars and training programmes necessary to enhance and keep abreast with relevant changes, development and updates affecting industries that the Group operates in as well as regulatory requirements. The Directors are updated by the Company Secretaries on any changes to new statutory, corporate and regulatory developments relating to Directors’ duties and responsibilities or the discharge of their duties as Directors of the Company.
The Board has taken initiative to formalise Code of Conduct and Ethics to govern the standards of ethics and good conduct expected of Directors of the Group. The Directors are, collectively and individually, aware of their responsibilities to the shareholders and stakeholders for the manner in which the affairs of the Group are managed. The Board established the Group’s values and standards and ensures that its obligations to its shareholders and stakeholders are understood and met.
The Company also has a Code of Conduct for employees which governs the standards for Labor, Health and Safety, Environment, Business Ethics and Management Systems to manage conformity to the Code of Conduct. The policies, practices and procedures of the Code of Conduct for employees are clearly outlined in the Employee Handbook of respective subsidiary under the Group. The Code of Conduct for employees is integrated into the Group management practices and reviewed periodically. These codes provide guidance to all so that right choices can be made in response to any ethical dilemmas in daily work.
The Board had adopted a Whistleblowing Policy to facilitate the stakeholders of the Group to report genuine concerns or allegations to an Independent Director of the Company about alleged unethical behaviour, actual or suspected fraud within the Group, or improper business conduct affecting the Group. All malpractices or wrongdoings reported by the whistleblower are to be directed to the Independent Director of the Company. The Independent Director shall ensure that all reported violations are well investigated. He is also responsible for reviewing the effectiveness of the actions taken in response to all matters raised.
The Group recognises the value of transparent, consistent and coherent communications with the investment community consistent with commercial confidentiality and regulatory considerations. The Group aims to build long-term relationships with shareholders and potential investors through appropriate channels for disclosure of information.
The annual reports, press releases, quarterly results and any announcements on material corporate exercises are the primary modes of disseminating information on the Group’s business activities and financial performance.
The Group maintains a website at www.wec.com.my for shareholders and the public to access information on, amongst others, the Group’s background and products, financial performance and updates on its awards and recognitions and promotions. Stakeholders can at any time seek clarification or raise queries through the corporate website. Primary contact details are set out on the Group’s website.
This Board Charter will be reviewed at least once in every two (2) years to ensure that it continues to reflect the requirements of the Company to meet its commitment towards good corporate governance practices and a high-performance Board.
The primary function of the Audit Committee (“AC”) is to assist the Board of Directors (“Board”) in fulfilling the following oversight objectives on the Group activities: –
a) Assess the Group’s process relating to its risks and control environment;
b) Oversee financial reporting; and
c) Evaluate the internal and external audit process.
The Board shall elect and appoint AC members from amongst their numbers, comprising not fewer than three (3) Directors. All members of the AC shall be Non-Executive Directors of the Company and financial literate. The Board shall at all times ensure that at least one (1) member of the AC fulfils the Bursa Securities requirements as prescribed in paragraph 15.09 (1C):
a) Must be a member of the Malaysian Institute of Accountants (“MIA”); or
b) If he or she is not a member of MIA, he or she must have at least three (3) years of working experience and :-
i.He or she must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or
ii.He or she must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountant Act 1967; or
c) Fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad (“Bursa Securities”).
If a member of the AC resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced below three (3), the Board shall within three (3) months of the event appoint such number of new members as may require to fill the vacancy.
The Chairman of the AC shall be an Independent Director. No alternate Director of the Board shall be appointed as a member of the AC. A secretary shall be nominated by the AC.
In fulfilling its primary objectives, the Committee shall undertake the following duties and responsibilities: –
a) to recommend the nomination and appointment or re-appointment of the external auditors, the audit fee and any questions of resignation or dismissal of external auditors, (if any) before making a recommendation to the Board;
b) with the external auditors, to review the following and report the same to the Board: –
i) the nature and scope of the audit plan;
ii) their evaluation of the system of internal accounting controls and risk management within the Company and its subsidiaries (“Group”);
iii) their letter to management and the management’s response and comments;
c) to ensure sufficient assistance given by the employees of the Group to the external auditors;
d) to review the suitability and performance as well as factors relating to the independence of the external auditors with due consideration to the quality, robustness and timeliness of the audit and report furnished, audit governance, level of understanding demonstrated of the Group’s business and communication about new and applicable accounting practices and auditing standards and its impact on the Group’s financial statements as well as the quality of the people and service level.
e) to review the non-audit services provided by the external auditors, if any.
f) to review quarterly unaudited financial results of the Group before recommending to the Board for its consideration and approval and subsequent announcement to Bursa Securities.
g) to review the Company’s compliance, in particular, the quarterly and year-end financial statements, with the Listing Requirements of Bursa Securities, applicable approved accounting standards of the Malaysian Accounting Standards Board and other relevant legal and statutory requirements.
h) to review recurrent related party transactions of revenue and trading nature and other related party transactions entered into by the Group.
i) to do the followings where an internal audit function exists;
i) Review the budget, adequacy of the scope, function, competency and resources of the internal audit function and that it has the necessary authority to carry out its work;
ii) Review of internal audit programme and results of the internal audit process and where necessary ensure that appropriate action is taken on the recommendations of the internal audit function;
iii) Review any appraisal or assessment of the performance of members of the internal audit function;
iv) Approve any appointment or termination of senior staff members of the internal audit function;
v) Review the resignation of internal audit staff members and provide the staff member the opportunity to submit his reasons for resigning; and
vi) To consider major findings of Internal investigations and management’s response.
j) to review the relevant regulatory changes and ensure compliance by the Company and the Group.
k) to review and consider any related party transaction and conflict of interest situation that may arise within the Group including any transaction, procedure or course of conduct that may raise questions of management integrity; and
l) to carry out any function defined by the Board and AC or as according to the directive of the governmental and/or regulatory authorities.
In carrying out its duties and responsibilities, the Committee shall have the following rights:
a) to have explicit authority to investigate any matter within its terms of reference;
b) to have adequate resources which are required to perform its duties;
c) have full and unrestricted access to any information pertaining to the Group;
d) have direct communication channels with external and internal auditors;
e) be able to obtain independent professional advice and to invite external parties with relevant experience to attend the AC meetings for advice;
f) discretion to invite other Directors and/or employees of the Company to attend any particular AC meeting to discuss specific issues; and
g) to convene meetings with external and internal auditors, excluding the attendance of the other Directors and employees of the Company whenever deemed necessary.
The AC shall meet not less than four (4) times in every financial year and as many times as the Committee deemed necessary. The external auditors may request a meeting if considered necessary. The Company Secretary of the Company shall be the secretary of AC.
Where possible, notices, agenda of meetings and other meeting materials should be distributed at least seven (7) days before the AC meeting, in order to provide sufficient time for members’ review ahead. The Board meetings may be held by means of a conference telephone or similar electronic telecommunication device according to the Company’s Constitution.
The quorum for meetings of the AC shall be two (2) members. Each member is entitled to one (1) vote on all matters deliberated at the AC meeting. In the case of an equality of votes, the Chairman of the AC except when only two (2) directors are present or when only two (2) Directors are competent to vote on the question at the issue shall have a second or casting vote.
A circular resolution in writing signed by the members of the Audit Committee who are sufficient to form a quorum, shall be valid and effectual as if it had been passed at a meeting of the AC duly convened. Any such resolution may consist of several documents in like form, each signed by one (1) or more members of the AC and shall include signed copies via legible confirmed transmission or other written electronic means.
The objective of the Risk Management Committee (“RMC”) is to have an efficient and effective mechanism to bring the transparency, focus and independent judgement needed to oversee the Company and its subsidiaries (“Group”) risk management framework.
The RMC shall consist of at least three (3) members and be appointed by the Audit Committee (AC) from amongst the Board of Directors (“Board”) comprising a majority of whom must be independent. No alternative Director of the Board shall be appointed as a member of RMC.
A secretary shall be nominated by the RMC.
If a member of the RMC resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced below three (3), the AC shall within three (3) months of the event appoint such number of new members as may require to fill the vacancy.
a) To create and establish high-level risk policies and strategies that are aligned with the strategic business objectives of the Group.
b) To identify the critical risks the Group faces and their changes and the management action plans to manage the risks.
c) To communicate the vision of the Board, strategy, policy, responsibilities and reporting lines to all employees across the Group.
d) To communicate and report to the Audit Committee, on a yearly basis, the significant risks (present or potential), their changes and the action plans of the management to manage the risks.
e) To perform risk management activities of the Group and assist the Audit Committee in discharging its responsibilities for determining significant risks and ensuring the application of appropriate system or action plans to manage the overall risk exposure of the Group.
f) To performance any other function may be determined by the Audit Committee from time to time.
g) To advise the Audit Committee on areas of high risk and the adequacy of compliance and control procedures throughout the Group.
The RMC shall have the authority to carry out the matters which fall within their responsibilities including to seek information which requires from any employees of the Group.
The RMC is given full authority by the Audit Committee to engage the services of independent professional advisors and may request the attendance of persons at RMC meetings if necessary, to facilitate the deliberations of the RMC.
The RMC shall meet at least twice (2) a year with additional meetings convened on as and when needed basis.
Where possible, notices, agenda of meetings and other meeting materials should be distributed at least seven (7) days before the RMC meeting, in order to provide sufficient time for members’ review ahead. The RMC meetings may be held by means of a conference telephone or similar electronic telecommunication device according to the Company’s Constitution.
The quorum for meetings of the RMC shall be two (2) members. Each member is entitled to one (1) vote on all matters deliberated at the RMC meeting. In the case of an equality of votes, the Chairman of the RMC, except when only two (2) Directors are present or when only two (2) Directors are competent to vote on the question at issue shall have a second or casting vote.
A circular resolution in writing signed by the members of the RMC who are sufficient to form a quorum, shall be valid and effectual as if it had been passed at a meeting of the RMC duly convened. Any such resolution may consist of several documents in like form, each signed by one (1) or more members of the RMC and shall include signed copies via legible confirmed transmission or other written electronic means.
The objective of the Nominating Committee (“NC”) is to assist the Board of Directors (“Board”) in the selection process for new appointments on the Board in ensuring the effectiveness of the Board as a whole as well as appointments of Senior Management personnel and on overall policies on human resource planning and development.
The NC shall consist of at least three (3) members and be appointed by the Board from amongst the Directors comprising exclusively of Non-Executive Directors, a majority of whom must be independent. No alternative Director of the Board shall be appointed as a member of NC.
The Chairman of NC shall be an Independent Non-Executive Director. In the absence of the Chairman, the remaining members present shall elect one of their members to chair the meeting. A secretary shall be nominated by the NC.
If a member of the NC resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced below three (3), the Board shall within three (3) months of the event appoint such number of new members as may require to fill the vacancy.
The duties and responsibilities of the NC shall include: –
a) To consider and make recommendations to the Board on the suitability of new candidates nominated for appointment on the Board and its subsidiaries (“Group”).
b) To consider and make recommendations to the Board on the suitability of new candidates nominated for appointment on the Board Committees.
c) To annually carry out the processes for evaluating the effectiveness of the Board, the Board Committees and the contribution of each individual Director for improvement and development, thereafter, recommend the same to the Board action plans for improvement (if applicable).
d) To review and plan for succession to the position of Chief Executive Officer as well as Senior Management positions in the Group. In this regard, the Chief Executive Officer shall provide the Committee with an assessment of Senior Management and their potential for purposes of recommending the appointments and promotions of Senior Management and appointments to Senior Management positions.
e) To annually review and make recommendations to the Board the required mix of skills, experience and other qualities including core competence of the members of the Board and key management personnel in the Group.
f) To discuss the annual retirement by rotation and re-election of Directors at the Annual General Meeting of the Company and recommend the same for re-appointment/re-election by the shareholders.
g) To performance any other function may be determined by the Board from time to time.
The NC shall have the authority to make decisions on the said matters which fall within their responsibilities or to submit to the Board its recommendations on matters which are within their purview, for the Board’s consideration and approval.
The NC is given full authority by the Board to engage the services of independent professional advisors and may request the attendance of persons at NC meetings if necessary to facilitate the deliberations of the NC.
The NC shall meet at least once (1) annually with additional meetings convened on as and when needed basis. The Group Executive Secretary shall be the secretary of NC.
Where possible, notices, agenda of meetings and other meeting materials should be distributed at least seven (7) days before the NC meeting, in order to provide sufficient time for members’ review ahead. The NC meetings may be held by means of a conference telephone or similar electronic telecommunication device according to the Company’s Constitution.
The quorum for meetings of the NC shall be two (2) members. Each member is entitled to one (1) vote on all matters deliberated at the NC meeting. In the case of an equality of votes, the Chairman of the NC except when only two (2) Directors are present or when only two (2) Directors are competent to vote on the question at issue shall have a second or casting vote.
A circular resolution in writing signed by the members of the NC who are sufficient to form a quorum, shall be valid and effectual as if it had been passed at a meeting of the NC duly convened. Any such resolution may consist of several documents in like form, each signed by one (1) or more members of the NC and shall include signed copies via legible confirmed transmission or other written electronic means.
The objective of the Remuneration Committee (“RC”) is to establish a formal and transparent procedure for the development of a remuneration policy and remuneration structure including review of remuneration package for Executive Directors, Non-Executive Directors and Senior Management of the Group.
The RC shall consist of at least three (3) members and be appointed by the Board of Directors (“Board”) from amongst the Directors comprising majority of whom must be independent. No alternative Director of the Board shall be appointed as a member of RC.
The Chairman of RC shall be an Independent Non-Executive Director. In the absence of the Chairman, the remaining members present shall elect one of their members to chair the meeting. A secretary shall be nominated by the RC.
If a member of the RC resigns, dies or for any reason ceases to be a member with the result that the number of members is reduced below three (3), the Board shall within three (3) months of the event appoint such number of new members as may require to fill the vacancy.
a) To formulate the framework for remuneration and compensation covering Director fees, allowances and other benefits-in-kind for the Board and Board Committee.
b) To review and recommend to the Board the remuneration package of the Executive Directors and Non-Executive Directors in all its forms and also review Directors’ Fees of the Company and the Group.
c) To review the remuneration policy for the Company.
d) To make recommendation of remuneration package based on the following considerations: –
i) Level of remuneration structure is sufficient to attract and retain the individuals needed to run the Company successfully at the Board as well as the Senior Management levels;
ii) To ensure the remuneration package shall be comparable within the industry and market terms and shall include a performance-related element coupled with appropriate and meaningful measures of assessing the performance of individual Executive Director;
iii) Aligns the interest of Directors, Senior Management and stakeholders in promoting the Company’s progress; and
iv) Is based on information obtained from independent remuneration sources within similar industry.
v) To ensure the level of remuneration for Non-Executive Directors is reflective of their experience and level of responsibilities and the onerous challenges in discharging their fiduciary duties.
e)To perform any other function may be determined by the Board from time to time.
The RC shall have the authority to carry out the matters which fall within their responsibilities or to submit to the Board its recommendations on matters which are within their purview, for the Board’s consideration and approval.
The RC is given full authority by the Board to engage the services of independent professional advisors and may request the attendance of persons at RC meetings if necessary, to facilitate the deliberations of the RC.
Directors shall abstain from discussing and participating in decision of their own remuneration package.
The RC shall meet at least once (1) annually with additional meetings convened on as and when needed basis. The Company Secretary shall be the secretary of RC.
Where possible, notices, agenda of meetings and other meeting materials should be distributed at least seven (7) days before the RC meeting, in order to provide sufficient time for members’ review ahead. The RC meetings may be held by means of a conference telephone or similar electronic telecommunication device according to the Company’s Constitution.
The quorum for meetings of the RC shall be two (2) members. Each member is entitled to one (1) vote on all matters deliberated at the RC meeting. In the case of an equality of votes, the Chairman of the RC except when only two (2) Directors are present or when only two (2) Directors are competent to vote on the question at issue shall have a second or casting vote.
A circular resolution in writing signed by the members of the RC who are sufficient to form a quorum, shall be valid and effectual as if it had been passed at a meeting of the RC duly convened. Any such resolution may consist of several documents in like form, each signed by one (1) or more members of the RC and shall include signed copies via legible confirmed transmission or other written electronic means.
Registration No. 199601037606 (409959-W)
(Incorporated in Malaysia)
WONG ENGINEERING Corporation Berhad (“WEC” or “the Company”) will conduct our business in accordance with the highest ethical standards and in full compliance with all laws and regulations, and we encourage employees to address ethical questions with Management so that we can maintain our high corporate standards. The high standards of business ethics that have characterised our approach to business in the past demand high professional standards, place a premium on integrity and fair dealing in relationships with our customers, suppliers, communities and employees. The Ethics Policy is an important document issued by the Board of WEC to the Management and employees of the Company as a testament of our commitment to subscribe to the following principles when conducting business.
Compliance with these principles is an essential element in our business success. The Board of Directors of WEC is responsible for ensuring these principles are communicated to, and understood and observed by all employees of the Company. Day-to-day responsibility is delegated to the Senior Management of the respective departments. They are responsible for implementing these principles, if necessary, through more detailed guidance tailored to required needs. Assurance of compliance is given and monitored each year. Compliance with the Ethics Policy is subject to review by the Board. Any breaches of the Ethics Policy must be reported in accordance with prescribed procedures. The Board will not criticise Management for any loss of business resulting from adherence to these principles and other mandatory policies and instructions. The Board expects employees to bring to their attention, or to that of Senior Management, any breach or suspected breach of these principles. Provision has been made for employees to be able to report in confidence and no employee will suffer as a consequence of doing so.
Registration No. 199601037606 (409959-W)
(Incorporated in Malaysia)
All employees are encouraged to raise genuine concerns about possible improprieties in matters of financial reporting, compliance and other malpractices at the earliest opportunity, and in an appropriate way.
This policy is designed to:
This policy not only covers possible improprieties in matters of financial reporting, but also:
The principles underpinning the policy are as follows:
This policy is designed to:
If any employee believes reasonably and in good faith that malpractice exists in the work place, the employee should report this to the immediate superior.
However, if for any reason the employee is reluctant to do so, then the employee should report the concerns to either the:
Employees concerned about speaking to another member of staff can speak, in confidence, to the Independent Non-Executive Director at firstname.lastname@example.org, being the director identified in the company’s annual report as one to whom concerns may be conveyed. The independent party will provide the employee counselling advice. Your concerns will be reported to the company without revealing your identity.
Employees who have raised concerns internally will be informed of who is handling the matter, how they can make contact with them and if there is any further assistance required.
Employees’ identities will not be disclosed without prior consent. Where concerns cannot be resolved without revealing the identity of the employee raising the concern (i.e. if the evidence is required in court), a dialogue will be carried out with the employee concerned as to whether and how the matter can be proceeded.
Registration No. 199601037606 (409959-W)
(Incorporated in Malaysia)
This corporate fraud policy is established to facilitate the development of controls, which will aid in the detection and prevention of fraud against Wong Engineering Corporation Berhad (“WEC” or “the Company”). It is the intent of the Company to promote consistent organisational behaviour by providing guidelines and assigning responsibilities for the development of controls and conduct of investigations.
This policy applies to any fraud, or suspected fraud, involving employees as well as shareholders, consultants, suppliers, contractors, outside agencies doing business with employees of such agencies, and/or any other parties with a business relationship with the Company. Any investigative activity required will be conducted without regard to the suspected wrongdoer’s length of service, position/title, or relationship to the Company.
Management is responsible for the detection and prevention of fraud, misappropriations, and other inappropriate conduct. Fraud is defined as the intentional, false representation or concealment of a material fact for the purpose of inducing another to act upon it to his or her injury. Each member of the Management team will be familiar with the types of improprieties that might occur within his or her area of responsibility, and be alert for any indication of irregularity. Any fraud that is detected or suspected must be reported immediately to the identified Senior Management personnel/ Managing Director or his designate, who coordinates all investigations with the relevant parties, both internal and external.
The terms defalcation, misappropriation, and other fiscal wrongdoings refer to, but are not limited to:
Suspected improprieties concerning an employee’s moral, ethical, or behavioural conduct should be resolved by identified Senior Management personnel/ Managing Director or his designate rather than the Department Heads. If there is any question as to whether an action constitutes fraud, contact Senior Management personnel for guidance.
The Managing Director or his designate has the primary responsibility for the investigation of all suspected fraudulent acts as defined in the policy. If the investigation substantiates that fraudulent activities have occurred, the Managing Director or his designate will issue reports to appropriate designated personnel and, if appropriate, to the Board of Directors. Decisions to prosecute or refer the examination results to the appropriate law enforcement and/or regulatory agencies for independent investigation will be made in conjunction with legal counsel and Senior Management, as will final decisions on disposition of the case.
The identified Senior Management personnel/Managing Director or his designate treats all information received confidentially. Any employee who suspects dishonest or fraudulent activity will notify the identified Senior Management personnel/Managing Director or his designate immediately, and should not attempt to personally conduct investigations or interviews/interrogations related to any suspected fraudulent act (see Reporting Procedure section below).
Investigation results will not be disclosed or discussed with anyone other than those who have a legitimate need to know. This is important in order to avoid damaging the reputations of persons suspected but subsequently found innocent of wrongful conduct and to protect the Company from potential civil liability.
The employee will be guided under the Company’s Whistle Blowing Policy accordingly.
Members of the Investigation Unit will have:
Great care must be taken in the investigation of suspected improprieties or wrongdoings so as to avoid mistaken accusations or alerting suspected individuals that an investigation is under way. An employee who discovers or suspects fraudulent activity will contact the identified Senior Management personnel/Managing Director or his designate immediately. The employee or other complainant may remain anonymous. All inquiries concerning the activity under investigation from the suspected individual, his or her attorney or representative, or any other inquirer should be directed to the
Investigation Unit. No information concerning the status of an investigation will be given out. The proper response to any inquiries is: “I am not at liberty to discuss this matter.” Under no circumstances should any reference be made to “the allegation,” “the crime,” “the fraud,” “the forgery,” “the misappropriation,” or any other specific reference.
The reporting individual should be informed of the following:
If an investigation results in a recommendation to terminate an individual, the recommendation will be reviewed for approval by the Managing Director or his designate and, if necessary, by outside counsel, before any such action is taken. The Department Heads do not have the authority to terminate an employee. The decision to terminate an employee is made by the employee’s top management. Should the affected employee believe the Management’s decision to be inappropriate for the facts presented, the facts will be presented to the Board of Directors for a decision.
The Managing Director or his designate is responsible for the administration, revision, interpretation, and application of this policy. The policy will be reviewed and revised as needed.
Registration No. 199601037606 (409959-W)
(Incorporated in Malaysia)
The Group’s Remuneration Policy is designed to meet the following objectives:
• To attract, motivate, retain and reward Directors and key senior management who will manage and drive the Company’s success.
• It is the Company’s interest that this remuneration policy shall fairly support the Directors and key senior management in carrying out their responsibilities and fiduciary duties in steering the Group to achieve its long-term goals and enhance shareholders’ value.
The Remuneration Policy is guided by the following key principles:
• Performance measures and targets to be aligned with the Company’s corporate strategy and shareholders’ interest.
• Remuneration and rewards shall be granted based on the achievement of the Key Performance Indicator (KPI) and subject to the Company’s overall performance and affordability.
• To ensure total remuneration packages remain competitive with the relevant market and industry via periodic or appropriate market benchmarking exercises.
Remuneration Committee and the Board shall develop and agree on the remuneration policy and procedures, including the fee structure and level of remuneration for Executive Directors and senior management.
The remuneration of Directors is determined at levels which enables the Company to attract and retain Directors with the relevant experience and expertise to manage the business of the Group effectively. Executive Directors who are full time employees of the Group shall receive no additional compensation for services as a Director.
The remuneration components of Executive Directors shall consist of basic salary, performance based bonus, benefits-in-kind and other incentives (where applicable). The remuneration package for Executive Director is structured so as to link reward to individual and corporate performance.
The Executive Directors concerned shall not participate in the decision of their own remuneration but may attend the Committee meetings at the invitation of the Chairman of the Remuneration Committee, if their presence is required.
Non-Executive Directors receive remuneration in the form of Directors’ fees, benefits-in-kind (such as meeting allowance) and other emoluments as compensation for their services plus the reimbursement of expenses incurred, if any, in the course of performing their services. Additional allowance is payable for acting as Chairman of the Board to reflect the complexity
and amount of preparation required in attending the meeting.
The level of remuneration for Non-Executive Directors shall reflect the experience and level of responsibilities undertaken by the Non-Executive Directors concerned. The remuneration of a Non-Executive Director shall not be based on commission, the percentage of profits, or turnover.
The remuneration packages of Non-Executive Directors who serve on the Board and Board Committees are reviewed by the Remuneration Committee annually and thereafter recommend to the Board for their consideration with the Director concerned abstaining from deliberations and voting on decision in respect of his/her individual remuneration package. The Board will then recommend the payment of the Directors’ fees and other benefits payable to Non-Executive Directors to the shareholders for approval at each Annual General Meeting of the Company in accordance with Section 230 (1) of the Companies Act, 2016.
The remuneration components of key senior management shall consist of basic salary, performance based bonus, benefits-in-kind and other incentives (where applicable). The remuneration of key senior management is determined at a level which enables the Company to attract, develop and retain high performing and talented individual with the relevant experience, level of expertise, level of responsibilities and is structured so as to link reward to individual and corporate performance.
Key senior management team shall refer to those individual(s) who generally holds the highest level of management responsibility and decision making authority within the Group. This will typically include the C-suites employees [who are not directors) and any other persons whom the Directors shall consider as being the key senior management.
It shall also be the Committee’s responsibility to review and monitor the implementation of this Policy on a regular basis to reflect current best practices. The Committee shall further discuss any amendments to this Policy that may be required and will recommend such amendments to the Board for approval.
The Committee is given full authority by the Board to engage the services of independent advisers and consultants as and when required to assist the Committee members in their deliberations.
This Terms of Reference was reviewed and approved by the Board on 19 December 2018.
Registration No. 199601037606 (409959-W)
(Incorporated in Malaysia)
WONG ENGINEERING CORPORATION BERHAD and its subsidiaries (“Wong Engineering” or “WEC” or the “Company”) is principally engaged in manufacturing in high precision metal parts.
While we conduct our business within the framework of applicable professional standards, laws, regulations and internal policies, we also acknowledge that these standards, laws, regulations and policies do not govern all types of behaviour. As a result, we also have a Code of Conduct for all Wong Engineering’s people and companies.
Each of us at Wong Engineering has an obligation to know and understand the guidelines contained in this Code. We also have an obligation to comply with the letter and spirit of this Code and to help others do the same. As individuals, we are encouraged to raise any issues and concerns through appropriate channels.
While the Code provides a broad range of guidance about the standards of integrity and business conduct, no Code can address every situation that individuals are likely to encounter. As a result, this Code is not a substitute for our responsibility and accountability to exercise good judgement and obtain guidance on proper business conduct but instead, we are encouraged to seek additional guidance and support from those designated as responsible for business conduct matters.
Mr. Yong Loy Huat
Chief Executive Officer
We are committed to comply with all laws and strive to meet or exceed applicable regulations wherever we conduct our business activities.
It is the responsibility of employees to be aware of the laws and regulations that govern their activities and comply with those laws, using all appropriate corporate resources. Every employee must understand and be responsible for incorporating safe behavior and environmental quality into their daily business activities.
This Code of Conduct covers standards for Labor, Health and Safety, Environment, Business Ethics and Management Systems to manage conformity to this Code.
1. Freely chosen employment
Workers are employed on his / her free-will and are not required to surrender any personal identification documents or money.
2. Original personal identification documents
Personal identification documents are documents that are issued by relevant government authority (example: personal identification card, passport, driver’s license).
3. Underage Worker
Worker age below 18 years old.
4. Young Worker
Worker age 16 and above but below 18 years old.
5. Child Worker
Worker age below 16 years old.
6. Age Proof Documents
Government issued documents such as NRIC, or Passport.
Any person who makes a disclosure about an improper conduct by an employee or officer of a company, or by a public official or official body.
Collusion is an agreement between two or more persons to limit open competition by deceiving, misleading, or defrauding others of their legal rights, or to obtain an objective forbidden by law typically by defrauding or gaining an unfair advantage. It can involve an agreement among companies to divide the market, set prices, or limit production. It can involve wage fixing, kickbacks, or misrepresenting the independence of the relationship between the colluding parties.
Chief Executive Officer shall establish the WEC Code of Conduct and is responsible for the entire organization and the supply chain of the company’s state of compliance to applicable laws and regulations.
2. Head of Department
HR Department shall execute and monitor the policy and procedure for this Code of Conduct. Immediate action will be taken for any non-conformances and reported to the Board of Management.
3. Entire Organization
All employees are expected and directed to comply with all applicable laws, rules and regulations as well as the Company’s internal policies.
4. Supply Chain Management Department
Supply chain shall ensure entire supply chain (suppliers) of the organization is fulfilling the WEC Code of Conduct.
The Company’s fundamental policy is that we treat all our colleagues with respect. Wong Engineering is committed to providing a fair work environment free of any form of harassment based on race, gender, religion, national origin, age or any other non-job-related personal characteristics.
The Company is committed to provide a safe, healthy and productive working environment to minimize potential incidence of work-related injury and illnesses. Each employee has a personal responsibility to another Wong Engineering employee and to the Company to help eliminate actions or circumstances which undermines this environment. Safe and healthy work environment enhances the quality of products and services, consistency of production, worker retention and morale. Company will provide all training requirements to help reduce the risk of occupational hazards in the workplace.
It is the responsibility of all employees to be aware of the laws and regulations that govern their activities and comply with those laws, using all appropriate corporate resources. Every employee must understand and be responsible for incorporating safe behavior and environmental quality into their daily business activity.
The health and safety standards are:
The Company recognize that environmental responsibility is integral to producing world class products. In manufacturing operations, adverse effects on the community, environment and natural resources are to be minimized while safeguarding the health and safety of the public. Recognized management systems such as ISO 14001 and the Eco Management and Audit System (EMAS) were used as references in preparing the Code and may be a useful source of additional information.
The environmental standards are:
Every employee is expected to act, at all times, in an honest and ethical way, including the ethical handling of actual or apparent conflicts of interest. To meet social responsibilities and to achieve success in the marketplace, all parties shall uphold the highest standards of ethics including:
The management system shall be designed to ensure:
It should also facilitate continual improvement. The management system should contain the following elements:
Registration No. 199601037606 (409959-W)
(Incorporated in Malaysia)
1.1 Wong Engineering Corporation Berhad and its subsidiaries (“WEC Group”) conduct its business professionally and with integrity. In compliance with the laws and conditions of operations such as licensing conditions, rules prescribed by certification bodies is of paramount importance to ensure continuity.
1.2 The WEC Group strictly does not tolerate any bribes given for purposes of obtaining or retaining business for the Group or provides an advantage to the business of the WEC Group. The WEC Group does not tolerate any such acts of bribery even in a personal capacity. Employees who refuse to pay or receive bribes or participate in acts of corruption will not be penalised even if such refusal may result in the WEC Group losing its business or not meeting the targets.
1.3 This Anti-Bribery and Corruption Policy (“ABC Policy”) is to further enforce the WEC Group Code of Conduct and Ethics Policy to ensure that all employees understand their obligations in compliance with the WEC Group’s zero tolerance for bribery and corruption within the organisation.
2.1 This ABC Policy is applicable to all directors, managers and employees (whether permanent or temporary) of the Company, its subsidiaries and joint venture company(s) under the Group’s control. Third parties acting on behalf of or in the name of the Group, including agents, representatives and other intermediaries, are required to act consistently with ABC Policy. Joint venture company(s) not under the Group’s control, and our joint venture partners are encouraged to adopt a similar policy and procedures to prevent bribery.
3.1 Giving anything of value to a person in a position to influence any contracts or awards which the Group has an interest in will raise questions about the Group’s integrity. The Group expressly restricts the giving of money or anything of value to anyone with the intent to seek favourable business treatment or with the intent to influence any business or government’s decision.
3.2 The Group understands that the giving and receiving of business courtesies can be an appropriate way to keep and build a proper business relationship, it is important that such courtesy and gift must be proper and must not in anyway suggest any impropriety.
3.3 In general, provision of a gift, hospitality, and entertainment to anyone regardless of a government official, customers, vendors, and other third parties is allowed, provided that: –
1. There is no expectation that it is being given in exchange for any return favour or business advantage;
2. It is modest and reasonable in amount under the circumstances;
3. It complies with applicable law and business practice;
4. It does not give the appearance of creating an obligation for the recipient;
5. It is reported and documented accurately in the Group’s books and records;
6. It cannot be construed as a bribe or payoff, or result in embarrassment to the Company in any way; and
7. It was not requested by the recipient.
3.4 Donations and sponsorship in the form of charity may be allowed depending on the circumstance but should be made directly to an official entity and be able to be disclosed publicly when required to.
3.5 The Group does not offer monetary or in-kind political contributions to any beneficiary found to be controlled or influenced by political parties, political party officials or candidates for political office. Only in very limited circumstances, the group may support certain initiatives of the Government in the public interest or societal welfare. Such contribution must be pre-approved by the Board of Director of Wong Engineering Corporation Berhad, permissible under applicable laws and regulations.
3.6 Employees are responsible to ensure the appropriateness of gifts and it is the responsibility of each employee to consult with the Head of Department or the Executive Director(s) in the event of any uncertainty.
4.1 A “facilitation payment” is a payment received or made to a decision maker or an administrative staff (in either public or private sectors) to speed up a process or secure licenses/permits.
4.2 The Group prohibits any accepting, obtaining, giving or promising of facilitation payments, either directly or indirectly.
4.3 Employees are expected to notify their Head of Department when encountered with any requests for a facilitation payment. Additionally, if a payment has been made and employees are unsure of the nature, their Head of Department must be immediately notified and consulted. They must also ensure that the payment has been recorded transparently.
5.1 The relationship between employer and employee implies that an employee owes a duty of loyalty to the employer and a duty to act in the Group’s best interest. Employee’s decision in the business must be made solely in the best interest of the Company, as the Group depends on its employees to act in the Company’s best interest. Hence, every employee should avoid decision making when there is an actual or potential conflict of interest between he/she and other party without first making a disclosure to his/her Head of Department or Executive Director(s). Employees must not use their position, Group’s resources and assets for personal gain or do anything that is to the disadvantage of the Group.
5.2 Employee shall immediately inform Head of Department or Executive Director(s) when he/she finds himself/herself in a position where his/her objectivity may be questioned.
6.1 Applicable anti-bribery laws prohibit corrupt payments made directly by Company employees or indirectly through an agent, consultant, distributor, or any other third-party representative acting for or on behalf of the Company (collectively, “third parties”). Any third parties that act on the Company’s behalf must operate at all times in accordance with this Policy.
6.2 The Group should never enter into any relationship with a third party for and on behalf of the Group without an inquiry into the third party’s background, qualifications and reputation. Due diligence must be exercised on third parties that assist or work with the Company.
7.1 The Group requires all managers and related employees to complete anti-bribery and corruption training once in every three (3) years. Furthermore, the Group also provides anti-bribery and corruption training to: –
1. New hires; and
2. Promoted employees.
7.2 Besides, the Management may at any time suggest that certain trainings be repeated to any employee in any operating unit if deemed necessary based on circumstantial requirements.
8.1 The Group shall conduct internal audits of relevant Group’s operations to help ensure the Group’s continued compliance with applicable laws and ABC Policy. The Internal Auditors are expected to act independently to clarify any questions relating to the application of the ABC Policy.
9.1 All expenses incurred to provide gifts, hospitality, entertainment, donations and sponsorships must be properly documented, receipted and recorded in the Group’s books and records.
9.2 The Group shall maintain accurate books and records as well as adequate measures to prevent corrupt practices.
10.1 The Group has implemented a whistleblower system which allows our employees and third parties to disclose any alleged or suspected improper conduct. All parties may lodge an anonymous report. However, we expect all parties are responsible to ensure that: –
1. They exercise sound judgement that it is a genuine threat and violation of the ABC Policy;
2. They have evidence to support their allegations of any violations of the ABC Policy;
3. They are available to provide evidence in any inquiry of such violations; and
4. They are not frivolous reports with the motive to scandalise.
10.2 All disclosures are protected with confidentiality and the whistleblower’s identity will be protected against retaliation or reprisal in any form, provided that the report is done in good faith.
10.3 Further details on WEC’s Whistleblowing Policy is available at here.
11.1 The Group considers bribery and corruption as a serious matter. The Group and its employees can be investigated by regulators in different jurisdictions and, depending on the circumstances, prosecuted administratively, under civil law or under criminal law, which could result in severe fines and penalties, debarment and imprisonment if a violation of applicable Malaysian Anti-Corruption Commission Act 2009 and/or other regulations is established.
11.2 In addition to possible criminal consequences as provided by law, the Group has the right to take action as the Group considers appropriate including instituting legal action against an employee found to have breached the ABC Policy and/or disciplinary actions including the issuing of warnings, demotion or termination of the service of such employee.
11.3 The Group shall notify the relevant authority if any identified bribery or corruption incidents have been proven beyond reasonable doubt. Where notification to the relevant regulatory authorities have been done, the Group shall provide full co-operation to the said regulatory authorities, including further action that such regulatory authorities may decide to take against convicted employee.
Registration No. 199601037606 (409959-W)
(Incorporated in Malaysia)
1.1 Wong Engineering Corporation Berhad and its subsidiaries (“the Group”) has adopted the Directors’ Fit and Proper Policy (“Policy”) for the appointment and re-election of directors of the Group.
1.2 This policy is adopted in accordance with the requirements laid down in the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“the Exchange”) and other applicable rules and regulations at the prevailing country. The Group may amend this policy from time to time as it may deem necessary to ensure relevance and alignment with organizational needs and applicable laws enforced at the time being.
2.1 The Policy serves to guide the Board of Directors (“Board”) and the Nominating Committee in their review and assessment of candidates who are to be appointed as directors of the Group as well as directors who are seeking for re-election. This Policy aims to promote greater diversity, inclusivity, and transparency in the Board.
3.1 Any person to be appointed or re-elected as a director of the Group must not be disqualified pursuant to Section 198(1) of the Companies Act 2016 and Paragraph 15.05(1) of the MMLR and has been assessed to have met all the fit and proper criteria based on Paragraph 2.20A of the MMLR, at minimum, but are not limited to the following:
(a) Probity, Personal Integrity and Reputation
(b) Experience and Competence; and
(c) Time and Commitment
• The person or any business in which he has a controlling interest or exercises significant influence, is compliant with the legal obligations, requirements, and standards of a regulatory or professional body, government or its agencies.
• The person has not been investigated, disciplined, suspended or reprimanded by a regulatory or professional body, or been the subject of civil or criminal proceedings in a court or tribunal, whether publicly or privately.
• The person has not participated or engaged in any business practices which are deceitful, oppressive improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct.
• Service contract or fiduciary appointment had not been terminated in the past because of the concerns on personal integrity.
• The person has not abused his positions to facilitate government relations for the company or has been misleading or acted unfairly or dishonestly in his dealings with his stakeholders.
• The person able to fulfil his financial obligations and manage personal debts or financial affairs satisfactorily, whether in Malaysia or elsewhere, as and when they fall due.
• The person has not been the subject or position of responsibility in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management.
The person has the appropriate qualification, skills, practical experience and commitment to effectively fulfil the role and responsibilities of the position.
(i) Qualifications and skills
• Ability to understand, interpret and effectively apply legislative and regulatory changes (including pertinent laws of Malaysia, Bursa Securities Listing Requirements and other legislations).
• Ability to understand the technical requirements of the business, the inherent risks and the management process required to perform his role in a key function in the relevant capacity effectively.
• Ability to lead by example in keeping themselves current and relevant in a changing world and to add value by continually developing their decision-making and problem-solving skills with relevant training courses.
(ii) Relevant experience and expertise
The person possesses relevant and hands-on experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities.
(iii) Relevant past performance or track record
The person had a career of occupying a high-level position in a comparable organization, and was accountable for driving or leading the organization’s governance, business performance or operations.
(i) Ability to discharge role having regard to other commitments
The person able to devote time as a board member, having factored other outside obligations including concurrent board positions held by the director across listed companies and non-listed companies (including not-for-profit organizations).
(ii) Participation and contribution in the board or track record
• demonstrates willingness to participate actively in board activities such as attends meetings well prepared and adds value to board and/or committee meetings
• demonstrates willingness to devote time and effort to understand the company and its business and readiness to participate in events outside the boardroom, such as site visits
• exhibits ability to articulate views independently, objectively and constructively
• exhibits open mindedness to the views of others and ability to make considered judgment after hearing the views of others
The fit and proper assessments must be supported by relevant information in relation to the person being assessed. Where significant reliance is placed on information that is obtained from the person being assessed, and that information is material to the determination of the person’s fitness and propriety, the approved person must take reasonable steps to verify the information against independent sources.
Whilst the customised considerations and expectations in this Policy should be disclosed, the Group will not divulge any sensitive and confidential information.