1.0 INTRODUCTION
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.
2.0 PURPOSE
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.
3.2 Composition
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.
3.3 Tenure
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:
(i) |
To
review the following and report the
same to the Board of Directors:- |
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- with the external auditor,
the nature and scope of the
audit plan;
- with the external auditor,
his evaluation of the system of
internal controls;
- with the external auditor,
his audit report;
- the assistance given by the
employees of the company to the
external auditor;
- the adequacy of the scope,
functions, competency and
resources of the internal audit
functions and that it has the
necessary authority to carry out
its work;
- the internal audit program,
processes, the results of the
internal audit program,
processes or investigation
undertaken and whether or not
appropriate action is taken on
the recommendations of the
internal audit function;
- the quarterly results and
year end financial statements,
prior to approval by the Board
of Directors, focusing
particularly on:
- changes in or implementation
of major accounting policies
changes;
- significant matters
highlighted including financial
reporting issues, significant
judgements made by management,
significant and unusual events
or transactions, and how these
matters are addressed
- Compliance with accounting
standards and other legal
requirements.
- any related party
transactions and conflict of
interest situation that may
arise within the company or
group including any transaction,
procedure or course of conduct
that raises questions of
management integrity;
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(ii) |
To
consider the appointment of an
external auditor, the audit fee and
any questions of resignation or
dismissal. |
(iii) |
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). |
(iv) |
To
review the external auditor’s
management letter and management’s
response. |
(v) |
To
do the following matters in relation
to internal audit function:- |
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- review any appraisal or
assessment of the performance of
members of the internal audit
function;
- approve any appointment or
termination of senior staff
members of the internal audit
function;
- take cognizance of
resignations of internal audit
staff members and provide the
resigning staff member an
opportunity to submit his
reasons for resigning.
|
(vi) |
To
consider the major findings of
internal investigations and
management’s response. |
(vii) |
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. |
(viii) |
To
consider any other topics as defined
by the Board. |
6.2 Nomination Committee
The Nomination Committee was established on
27 February 2002 by the Board and it
currently comprises of three independent
non-executive directors.
The terms of reference of the Nomination
Committee are:-
(i) |
Constitution |
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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. |
(ii) |
Frequency of meeting |
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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. |
(iii) |
Duties and Responsibilities |
|
The
Nomination Committee shall be
responsible for the following:-
- Propose new nominees for the
board;
- Make appropriate
recommendations to the Board on
matters of renewal or extension
of directors appointment and
reappointment of retiring
directors;
- Consider, in making its
recommendations, candidates for
directorships proposed by the
Chief Executive Officer and,
within bounds of practicability,
by any other senior executive or
any director or shareholder;
- Recommend to the Board,
directors to fill the seats on
Board committees;
- Assess directors on an
ongoing basis;
- Review annually and assess
performance of non-executive
directors on annual basis; based
on skills, experience and core
competencies which non-executive
directors should bring to the
board and submit its
recommendations to the board;
- Carry out a process
implemented by the board on an
annual basis for assessing the
effectiveness of the board as a
whole, the committees of the
board and for assessing the
contribution of each individual
director.
- Review annually the term of
office and performance of audit
committee members to determine
whether such audit committee
have carried out their duties in
accordance with their terms of
reference.
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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.
7.5 Minutes
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.
10.0 SUSTAINABILITY
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.
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