Board Composition & Balance
 
 

Size & Composition

  1. At least two (2) directors or one third (1/3rd) of the Board, whichever is higher, shall be independent directors as stipulated in the Listing Requirements.

  2. The Board composition represents a mix of relevant knowledge, skill, experience and shareholding of the Company.

  3. The Board is supportive of the gender boardroom diversity as recommended by the Malaysian Code on Corporate Governance 2012.

  4. The size of the Board is such that it facilitates the decision making of the Board. Pursuant to the Company's Articles of Association, the Board shall not be less than three (3) directors and not more than twenty (20) directors.

Appointment & Re-election

  1. The appointment of a new Director is a matter for consideration and decision by the Board upon appropriate recommendation from the Nomination Committee.

  2. All newly appointed Directors shall be subject to retirement at the next immediate Annual General Meeting and is eligible for re-election.

  3. All other Directors will be subject to retirement by rotation at least once in every three (3) years and is eligible for re-election.

  4. Directors of or over seventy (70) years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965.

  5. New Board members shall be briefed on the terms of their appointment, their duties and obligations and on the operations of the Company. Group HR Department shall conduct a Director Induction Program after the appointment. Each newly appointed Director shall be provided with the following:

    1. Board Charter


    2. Code of Ethics


    3. Latest Annual Reports & Audited Financial Statements


    4. Company's Organisation Chart


    5. Corporate Disclosure Policy


    6. Related Party Transaction Policy and


    7. Any other relevant matters and documents.

Independence

  1. An Independent Non-Executive Director is independent of management and free of any significant business or other relationships that could materially interfere with the exercise of his/her independent judgement. An Independent director plays an advisory and impartial role in the Board and to the Company to ensure that the interests of all shareholders are taken into account by the Board.

  2. The Board undertakes to assess the independence of the Independent Directors on an annual basis upon re-election or when any new interest or relationship develops.

  3. The tenure of an Independent Director should not exceed a cumulative term of nine (9) years. Upon completion of the 9 years, Nomination Committee shall review the independence of the Director and recommends to the Board as to the need of redesignation for him/her as a Non-Independent Director. Otherwise, the Board must justify and seek shareholders' approval at the Annual General Meeting in the event it retains the director as an Independent Director.