The Board of Directors (“the Board”) of Advanced Packaging Technology (M) Bhd (“the Company”) is committed in ensuring good corporate governance is implemented and practised by the Company as part of its culture in conducting the business and affairs of the Company in order to enhance shareholders’ value and the financial performance of the Company whilst taking into account the interest of other stakeholders.
The Company has established and implemented a proper and practical framework for governance and controls that are in line with the principles of and best practices in corporate governance as recommended in the Malaysian Code on Corporate Governance 2012 & its subsequent changes (“MCCG 2012) and the relevant provisions in the Bursa Malaysia Securities Berhad Listing Requirements.
The Board Charter sets out the roles, functions and responsibilities of the Board. The Board Charter is to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities. It will assist the Company’s stakeholders to better understand the roles of the Board, the Company’s structure and the manner in which the Board manages the affairs of the Company.
3.0 BOARD SIZE, COMPOSITION AND TENURE
3.1 Board Size
In accordance to the Company’s Constitution, the Board is to be made up of a minimum of two (2) Directors and a maximum of fifteen (15) Directors.
The Board shall comprise of Executive Directors and Non-Executive Directors with at least one third (1/3) of its members or two (2) Directors, whichever is higher to comply with the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) being Independent Non-Executive Directors.
The Chairman of the Board is a Non-Executive Director. The office of the Chairman and Managing Director shall be separated to ensure there is a balance of authority and power.
The period of office of Directors shall be as follows:
- New Directors shall hold office only until the next Annual General Meeting at which they will retire and be eligible for re-election.
- All Directors are subject to retirement by rotation and re-election by shareholders at least once in every three years, which is consistent with the Company’s Constitution and MMLR.
- The Independent Directors whose tenure exceed a cumulative of nine years may continue to serve on the Board subject to the re-designation as Non-Independent Director. On the recommendation of the Nomination Committee, the Board must justify and seek approval of the shareholders during Annual General Meeting to retain him/her as Independent Director.
4.0 BOARD BALANCE
The Board is currently comprising of nine members with two Executive Directors and seven Non-Executive Directors, of whom five are Independent. Its composition is in compliance with paragraph 15.02 of the Bursa Malaysia Securities Berhad Listing Requirements which requires at least one third of the Board to comprise of independent directors.
The number of directors which fairly reflects the investment in the Company as the Board does not have any significant controlling shareholder. The Board members possess a wide range of skills and varied experience in either business or professional practices and this is crucial to the proper running of the Company. The executive directors’ knowledge of the business operation is complemented by the independent non-executive directors’ objective and unbiased judgment at board deliberations taking into account the best interest of the Company’s investors as a whole at all times.
There is a balance of executive and non-executive directors in the Board with no individual director dominating decision making at Board meetings. The presence of Independent Non-Executive Directors fulfills a pivotal role in corporate governance accountability. Dato’ Haji Ghazali bin Mat Ariff was appointed on 28 May 2002 as the senior independent non-executive director to whom all concerns regarding the Company may be conveyed.
5.0 ROLES AND RESPONSIBILITIES
5.1 Roles of the Board
The Board’s overall functions, roles and responsibilities in discharging its fiduciary duties and leadership, amongst others are as follows :-
- Reviewing and adopting strategic plan including approval of corporate exercise, investments, capital expenditures, budgets and forecasts for the Company;
- Overseeing the conduct and performance of the Company’s business in order to build sustainable value for shareholders;
- Identifying principal risks and ensuring the implementation of appropriate internal controls to manage such risks;
- Ensuring that there is an appropriate succession plan;
- Overseeing the development and implementation of a shareholder communications policy for the Company;
- Reviewing the adequacy and the integrity of the management information and internal controls systems of the Company;
- Ensuring proper and timely financial reporting that financial statements are prepared in accordance with the provisions of the Companies Act, 2016 and applicable approved financial reporting standards.
5.2 Role of Individual Director
Directors are expected to comply with their legal, statutory and fiduciary duties obligations when discharging their duties and responsibilities. They must act in good faith, exercise due care and avoid conflicts of interest.
5.3 Role of Chairman
The Chairman’s main responsibility is to provide leadership to the Board and ensure effective conduct of the Board meeting and encourage participation and deliberation by all Board members.
5.4 Role of Managing Director
The Managing Director is the principal officer and primarily responsible for the overall running and management of the business and affairs of the Company and implementation of the Board’s decisions.
6.0 BOARD COMMITTEES
The Board has established the following Board Committees to assist in the discharge of duties and responsibilities. The Chairman of the respective Committees will report to the Board on matters considered and make recommendations to the Board for endorsement or approval.6.1 Audit Committee The Audit Committee was set up on 23 March 1994 and its terms of reference established and subsequently revised to be in line with the revamped Bursa Malaysia Securities Berhad listing requirements and the Malaysian Code on Corporate Governance. Currently, it comprises of three independent non-executive directors. Key Functions, Roles and Responsibilities of the Audit Committee are:
|To review the following and report the same to the Board of Directors:-
|To consider the appointment of an external auditor, the audit fee and any questions of resignation or dismissal.
|To discuss problems and reservations arising from the interim and final audits, and any matter the auditor may wish to discuss (in the absence of management where necessary).
|To review the external auditor’s management letter and management’s response.
|To do the following matters in relation to internal audit function:-
|To consider the major findings of internal investigations and management’s response.
|To report to Bursa Malaysia Securities Berhad when the Audit Committee is of the view that a matter reported by it to the Board of Directors has not been satisfactorily resolved resulting in a breach of the Bursa Malaysia Securities Berhad Listing Requirements.
|To consider any other topics as defined by the Board.
|The Nomination Committee shall be appointed by the Board of Directors from amongst its members and composed exclusively of non-executive directors, a majority of whom are independent. The Chairman of the Nomination Committee should be the Senior Independent Director identified by the Board.
|Frequency of meeting
|The Nomination Committee shall meet at least once a year to carry out the duties and responsibilities in item (3) as stated below. The Nomination Committee shall meet at least once a year to assess the effectiveness of the Board as a whole, the committees of the Board and for assessing the contribution of each individual director. The quorum for a meeting shall be two members. In the absence of the Chairman of the Nomination Committee, members present shall elect a Chairman for the meeting.
|Duties and Responsibilities
|The Nomination Committee shall be responsible for the following:-
6.3 Remuneration Committee The Remuneration Committee was set up on 27 February 2002 and it currently has two independent non-executive directors and one non-independent non-executive director.It is responsible for recommending to the Board the remuneration of the non-executive directors and executive directors in all its forms, and where necessary, draws advice from outside.
7.0 BOARD PROCESS
7.1 Meeting Frequency
The Board and Audit Committee meet at least four times a year and additional meeting when necessary whereas other committees meet at least once a year.
7.2 Notice , Agenda and Meeting Papers
Notice of meeting, agenda and meeting papers are circulated in advance of each meeting to all Directors of the Board and members of the Board Committees.
The Company Secretary and the Management are responsible for the preparation and circulation of all the necessary notices of meeting and meeting papers.
7.3 Conduct of Meeting
The Chairman will determine the format and the degree of formality required at each meeting while maintaining the decorum of such meetings. He will have to ensure that all members are present or a quorum is reached, the decisions are well concluded and recorded and the interested party shall abstain from deliberation and making decision.
7.4 Meeting Participation
Board meetings are a fundamental component of governance processes as the platform provides opportunity for Directors to obtain and exchange information, deliberate and make decisions.
As such, each Director is encouraged to commit his best efforts to attend and actively participate in all meetings of the Board and the Board Committees.
The Company Secretary is responsible for the proper recording of the meeting Minutes. The Board and Board Committees shall ensure that the Minutes are a concise summary of matters discussed, endorsed or approved. All decisions made will be recorded in the Minutes. The Company Secretary shall be responsible for the safe keeping and integrity of all Board documents including Minutes.
8.0 COMPANY SECRETARY
The Board is responsible for the appointment and removal of the Company Secretary. The Company Secretary shall be suitably qualified, competent and capable in carrying out his/her duties as required of the position.
The Company Secretary is responsible for all the secretarial function of the Company to ensure proper regulatory compliance to law, regulations and listing requirements. The Company Secretary provides advice and services to Directors and the Company as and when the needs arise to ensure effective functioning of the Board and the Company.
9.0 INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION
The Board shall maintain an effective communication policy that enable the Board and management to communicate effectively with the shareholders and the general public through timely dissemination of all material information. The timely release of announcement, quarterly and annual financial results, annual reports, circulars and notices of meetings provides shareholders with regular and updated information of the Company.
Shareholders and members of the public can obtain online information in respect of the full Annual Report, financial statements and announcements from both the websites of Bursa Malaysia Securities Berhad and the Company. The Company’s website also provides more information to the public for better understanding of the Company and its business.
The Company endeavours to provide appropriate information upon requests by institutional investors, fund managers and analysts and the press.
At the Annual General Meeting (“AGM”), the Directors present the progress and performance of the Company and shareholders are encouraged and given the opportunity to participate in asking relevant questions pertaining to the Company and its business. The AGM remains the principal forum for dialogue with shareholders.
The Board reviews from time to time the environment in which the Company is operating at and to ensure that it operates in a sustainable manner. It aims to strike a balance between profitability, environment, social and governance.
11.0 REVIEW OF THE BOARD CHARTER
The Board Charter will be reviewed and updated in accordance with the needs of the Company and any new regulation that may have an impact on the discharge of the Board’s responsibilities.
12.0 ENFORCEMENT OF THE BOARD CHARTER
The Board Charter was first approved and adopted by the Board on 28 April, 2014. It was subsequently updated and approved by the Board on 30 May, 2017.