WONG ENGINEERING CORPORATION BERHAD

                                                                                                        Registration No. 199601037606 (409959-W)

                                                                                                                       (Incorporated in Malaysia)

                                                                                                                             BOARD CHARTER

 

  1. Introduction

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.

 

  1. Purpose

 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.

 

  1. Composition and Board Balance

 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.

 

  1. Roles and Responsibilities

 

4.1     Duties and Responsibilities of the Board of Directors

 

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.

 

4.2       Roles of Board Chairman

 

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;

 

4.3       Role of Chief Executive Director (CEO)

 

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

 

4.4       Role of Directors

 

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.

 

4.5       Role of Company Secretary

 

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.

 

  1. Appointment, Tenure, Re-election and Vacancy

 

5.1       Appointment

 

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.

 

5.2       Tenure and Re-election

 

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.

 

5.3       Vacancy

 

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.

 

  1. Board Process

 

6.1       Board Meetings

 

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.

 

6.2       Board Committees

 

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.

 

  1. Board Effectiveness

 

7.1       Board Evaluation

 

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.

 

7.2       Director Remuneration

 

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.

 

7.3       Director Induction and Continuing Trainings

 

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.

 

  1. Code of Conduct and Ethics

 

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.

 

  1. Whistleblowing Policy and Procedure

 

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.

 

  1. Communication with Stakeholders

 

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.

 

  1. Review of the Board Charter

 

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.

 

 

Appendix A – Terms of Reference of the Board Committees

 

Terms of Reference of the Audit Committee

 

  1. Objective

 

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.

 

  1. Composition

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.

 

  1. Duties and Responsibilities

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.

 

  1. Authority

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.

 

  1. AC Meetings

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.

 

  1. Circular Resolution

 

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.

 

 

 

Terms of Reference of the Risk Management Committee

 

  1. Objective

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.

 

  1. Composition

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.

 

  1. Duties and Responsibilities

 

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.

 

  1. Authority

 

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.

 

  1. RMC Meetings

 

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.

 

  1. Circular Resolution

 

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.

 

 

Terms of Reference of the Nominating Committee

 

  1. Objective

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.

 

  1. Composition

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.

 

  1. Duties and Responsibilities

 

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.

 

  1. Authority

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.

 

  1. NC Meetings

 

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.

 

  1. Circular Resolution

 

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.

Terms of Reference of the Remuneration Committee

 

  1. Objective

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.

 

  1. Composition

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.

 

  1. Duties and Responsibilities

 

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.

  1. Authority

 

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.

 

  1. RC Meetings

 

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.

 

  1. Circular Resolution

 

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.