The Board of Directors of AbleGroup Berhad (“the Group”) recognizes the importance of practising good corporate governance and is fully committed to ensuring that the Group practices the highest standard of corporate governance and transparency in line with the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) to achieve the Group’s governing objective of enhancing shareholders’ value.
The application of the MCCG by the Group and the extent of compliance with the prescribed recommendations are reported with exceptions stated herein.
BOARD OF DIRECTORS
- Board Duties and Responsibilities
The Group is controlled and led by a dynamic and experienced Board, with high personal integrity, business acumen and management skills, which is primarily entrusted with the responsibility of charting the direction of the Group.
The Board recognises their roles and responsibilities in overseeing the performance of management including optimising the operations of the Company and its subsidiaries in order to maximise shareholders’ values. The Board has assumed most of the recommendations as prescribed in MCCG 2012 to effectively lead the Group. The Board members possess professional expertise, industrial knowledge and working experience in various fields that contribute effectively to the formulating as well as the achieving of corporate goals and strategic plans of the Group. The Board has delegated specific power and responsibilities to three (3) Board Committees namely Audit, Remuneration and Nomination Committees all of which have the authority to deal with particular issues and report to the Board with recommendations.
In line with the MCCG 2012, the roles and responsibilities of the Group’s Chairman and Managing Director are separated. The responsibility of Chairman is primarily to ensure that the conduct and working of the Board is in an orderly and effective manner whilst the Managing Director manages the daily running of business and implementation of Board policies. The Managing Director is accountable for the operation and strategic development of the Group, and obliged to refer major matters to the Board.
None of the Independent Directors of the Company had exceeded the prescribed term of nine (9) years as recommended by the MCCG 2012. The Board will undertake assessment of Independent Directors annually, upon admission and when any new interest or relationship develops.
The Board has adapted a Board Charter and has put in place a Whistle-Blowing Policy and Code of Ethics and Conduct which are accessible through the Company’s Website at www.ablegroup.com.my and the same will reviewed from time to time to ensure that they remain current and relevant.
The Board is aware of the importance of succession planning to ensure business continuity and took cognizance that there should be process of developing suitable programmes in place to ensure that operations at all levels are running smoothly.
Although the Board expects its members to be committed to the Company’s affairs and operations, it does not restrict its members from being Directors of other companies. All Directors would immediately notify the Company Secretary and the Company should they accept a new directorship in another company.
- Board Composition and Board Balance
Board presently comprises one (1) Managing Director, three (3) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Directors. The profiles of the Directors are available at Directors’ profile section.
The Board has complied with paragraph 15.02(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, which requires that at least two (2) Directors or one-third (1/3) of the Board Members of the Company, whichever is higher, are independent.
The three (3) Independent Non-Executive Directors bring their independent and objective judgment to the Board to carry weight on the decision-making process of the Group, mitigating risks due to conflict of interest or undue influence from interested parties.
The composition of the Board not only reflects the broad range of experience, skills and knowledge required to successfully direct and supervise the Group business activities, but also the importance of independence in decision-making at the Board level.
The roles of these Independent Non-Executive Directors will ensure that any strategies and business plans proposed by the Executive Directors and Executive Management are fully discussed and examined to ensure the long-term interest of the shareholders as well as other stakeholders.
The Board has no immediate plans to implement a gender diversity policy of target as it is of the view the Board membership should be determined based on a candidate’s skills, experience and other qualities regardless of gender.
- Board Committee
The Board has set up Board Committees namely Audit, Remuneration and Nomination Committees to delegate specific powers and responsibilities, all of which have their own written constitutions and terms of reference. The Chairman of the respective Committees report back to the Board regarding the outcomes and recommendations thereon and minutes of such Committee meetings will be tabled for the Board’s notation. The ultimate responsibility for the final decision on all recommendations lies with the entire Board.
The Board meets on a quarterly basis with additional meetings held whenever necessary. There were five (5) board meetings held during the financial year ended 31 December 2013 and the attendance record is as follows:-
|Mr Yeoh Chong Keat
|Mr Wong Heang Fine
|Dato’ Lim Kim Huat
|Mr Loi Heng Sewn
|Mr Cheong Marn Seng
- Appointment and Re-election of Directors
The proposed appointment of new Board members, resignation of existing members, as well as the proposed re-election of the Directors are approved by the Board upon the recommendation of the Nomination Committee.
In accordance with the Company’s Articles of Association, the Directors shall have power from time to time and at any time to appoint additional Directors either to fill a casual vacancy or as an addition to the Board. A Director so appointed shall retire from office at the close of the next Annual General Meeting of the Company, but shall be eligible for re-election.
The Company’s Articles of Association also provide that an election of Directors shall take place each year. At the Annual General Meeting in every year, any newly appointed Director that bound to retire and one-third of the other Directors (including the Managing Director) for the time being, or if the number is not a multiple of three, then the number nearest to one-third, shall retire from office so that all Directors (including the Managing Director) shall retire from office once at least in each three (3) years but shall be eligible for re-election.
With the process on re-election of Directors, shareholders are ensured of a regular opportunity to reassess the composition of the Board.
- Supply of Information
Each Board Member receives regular reports, including a comprehensive review and analysis of the Group’s performance. Prior to Board meetings, an agenda together with the relevant documents and information are distributed to all Directors. The Group Executive Director and/or other relevant Board members will provide comprehensive explanation of pertinent issues and recommendations by the Management. The issues will then be deliberated and discussed thoroughly by the Board prior to decision-making. Proceedings of Board meetings are recorded and signed by the Chairman of the meeting.
Apart from the above, the Board members are updated on the Company’s activities and its operations on a regular basis. All Directors whether as a full board or in their individual capacity have access to all information of the Company on a timely basis in an appropriate form and quality necessary to enable them to discharge their duties and responsibilities.
All Directors have access to the advice and services of the Company Secretary and independent professional advice, whenever necessary, at the expense of the Group. The appointment and removal of Company Secretary are matters for the Board as a whole.
- Directors’ Remuneration
The objective of the Group is to ensure that the Group attracts and retains Directors of the calibre needed to run the Group successfully. The Executive Directors are to be appropriately rewarded giving due regard to the corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration reflects the experience and level of responsibilities undertaken by the Non-Executive Directors concerned.
The remuneration of the Executive Directors is performance related which are if not higher are compatible to the market rate in order to attract, motivate and retain them to run the Company. The Company also reimburses reasonable expenses incurred by Directors where required, in the course of carrying out their duties as Directors. The determination of remuneration packages of Non-Executive Directors should be a matter for the Board as a whole.
Directors will abstain from discussion and voting on decisions in respect of their own remuneration. The aggregate annual Directors’ fees are to be approved by shareholders at the Annual General Meeting based on recommendation of the Board.
Details of Directors’ remuneration for the financial year ended 31 December 2013 are set out below:-
| Group Total
|Salaries, bonus and other emolument
Defined contribution plan
The number of Directors whose total remuneration for the financial year ended 31 December 2013 fall within the respective bands is as follows:-
Group Number of Directors
|Range of remuneration
|RM1 to RM50,000
RM50,001 to RM100,000
RM100,001 to RM250,000
RM250,001 to RM300,000
- Directors’ Training
The Board acknowledges the fact that continuous education is vital for the Board members to gain insight and keep abreast with the state of economy, manufacturing, technological advances in the core business, latest regulatory developments and management strategies.
The Training Programmes attended by Directors during the financial year ended 31 December 2013 are summarised as follows:-
|Date of Training
|24 & 25 June 2013
||National Tax Conference 2013
|3 & 4 July 2013
||Malaysia Legal and Corporate Conference 2013
“Shifting Sands: Is the law reshaping our Legal and Corporate Sector?”
|31 October 2013
||National Tax Conference 2013 (Seminar Percukaian Kebangsaan 2013)
The Board will evaluate their own training needs on a continuous basis and to determine the relevant programmes, seminar and briefings that will enhance their knowledge and enable them to discharge their duties effectively.
- Relationship with Shareholders and Investors
The Board values dialogue with its shareholders and investors through the maintenance of an open communication policy with investors and shareholders alike. In ensuring effective communication, the various means and forums such as press releases, public announcements on quarterly basis, annual report, disclosures to the Bursa Malaysia Securities Berhad and other Group activities are made.
The Board has not identified a senior independent director as the Board believes that all concerns of shareholders can be effectively conveyed to the Chairman or Managing Director.
At each Annual General Meeting and Extraordinary General Meeting, Executive Directors and, where appropriate, the Chairman are available to respond to shareholders’ questions during the meetings.
In addition to its published Annual Report and Quarterly Reports announced to Bursa Malaysia Securities Berhad, the Group has established a website at www.ablegroup. .com.my from which shareholders can assess for information.
- Annual General Meeting
The Annual General Meeting of the Company provides the principal forum for dialogue and interaction between the Board and the shareholders. The participation of shareholders, both individuals and institutional at general meetings on clarifications of pertinent and relevant information is encouraged.
The MCCG states that the Board should encourage poll voting for substantive resolution. The Board is of the opinion that currently the number of shareholders and level of attendance at general meetings do not warrant the introduction of poll voting for substantive resolution. The Company will introduce electronic voting when appropriate.
ACCOUNTABILITY AND AUDIT
- Financial Reporting
The Board aims to present a balanced, insightful and timely assessment of the Group’s financial position, performance and prospects by ensuring quality financial reporting through the annual audited financial statements and quarterly financial results to its stakeholders, in particular, shareholders, investors and the regulatory authorities.
The Audit Committee assists the Board in scrutinising information for disclosure to ensure the quality of financial reporting and adequacy of such information, prior to submission to the Board for its approval.
- Directors’ Responsibility Statement in respect of the Audited Financial Statements for the financial year ended 31 December 2013
The Board is responsible to ensure that the financial statements are properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the state of affairs of the Group as at the end of the financial year and of the results and cash flows of the Group for the financial year then ended.
The Directors are satisfied that in preparing the financial statements of the Group for the year ended 31 December 2013, the Group has adopted suitable accounting policies and applied them consistently, prudently and reasonably. The Directors also consider that all applicable approved accounting standards have been followed in the preparation of the financial statements, subject to any material departures being disclosed and explained in the notes to the financial statements. The financial statements have been prepared on the going concern basis.
The Directors are responsible for ensuring that the Group keeps sufficient accounting records to disclose with reasonable accuracy, the financial position of the Group and which enable them to ensure that the financial statements comply with the Companies Act, 1965.
In addition, the Directors are also responsible for taking reasonable steps to safeguard the assets for the Group and Company, to prevent and detect fraud as well as other irregularities.
The Board acknowledges its overall responsibility for maintaining a sound system of internal controls that provides reasonable assessment of effective and efficient operations, internal financial controls and compliance with laws and regulations as well as with internal procedures and guidelines. The effectiveness of the systems of internal controls of the Group is reviewed periodically by the Audit Committee.
Further details of the Group’s system of internal controls are set out on pages 25 and 26 of 2013 Annual Report.
Relationship with the Auditors
The Board has established a formal and transparent arrangement for maintaining appropriate relationships with the external auditors in seeking professional advice and ensuring the compliance with the appropriate accounting standards. The Audit Committee also met with the external auditors to discuss their audit plan, audit findings and the financial statements.
Compliance with the Code
The Board of Directors considers the Group is in compliance with the best practices set out in the MCCG 2012 throughout the financial year ended 31 December 2013.
The Board is committed and will continue to enhance compliance with the MCCG 2012 within the Company and the Group.
This Statement on Corporate Governance is made in accordance with the resolution passed at the Board of Directors’ Meeting held on 30 April 2014.