The Board of Directors (“Board”) is accountable and responsible for the overall stewardship of the conduct, affairs and performance of AbleGroup Berhad (“AbleGroup” or “the Company”), including practicing a high level of good governance. All Board members are expected to show good stewardship and act in a professional manner, as well as upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities. The Board Charter sets out the principles governing the Board. The conduct of the Board is also governed by the Articles of Association of the Company.
- THE BOARD
2.1 Board Membership
2.1.1 Board Composition
At least two (2) directors or one third of the Board, whichever is higher, shall be independent directors as defined in the Bursa Securities Main Market Listing Requirements. The Company should be headed by an effective Board which should lead and control AbleGroup.
There should be an effective Board composition, with a strong independent element where no individual or small group of individuals should be allowed to dominate the Board’s decision making. The Board should be led by Directors who have the experience and background necessary to serve effectively on the Board and its committees, which may include financial, technical, business and other expertise as determined by the Board. 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. Subject to the Company’s Articles of Association, the Board size will be set by the Board based on the recommendation of the Nomination Committee (“NC”). The specific number of Board members will be reviewed from time to time with the objective of maintaining the right mix of skills, experience, expertise and independence.
2.1.2 Appointment and Re-election
The Board is responsible to determine the appropriate size of the Board and the appointment of new director is a matter for consideration and decision by the Board, upon the recommendation from the NC. The NC will consider the required mix of skills, experience, other qualities and diversity, including gender, where appropriate, which the Director should bring to the Board.
In accordance with the Company’s Articles of Association, one-third (1/3) of the Directors or the number nearest to one-third (1/3) shall retire from office at each Annual General Meeting so that all Directors (including the Managing Director) shall retire from office once at least in each three (3) years. A retiring Director is eligible for re-election. The Articles of Association also provides that any new or additional Director appointed by the Board during the year shall hold office until the next Annual General Meeting and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting.
2.1.3 Independent Directors
The NC and Board undertake annual assessment of the independent directors in accordance with established criteria. The assessment criteria for independence shall not be limited to the length of service of an independent director. Particular emphasis is placed on the role of independent directors to facilitate independent and objective decision making in the Company, free from undue influence and bias..
2.1.4 New Directorship
All Board members shall notify the Chairman of the Board before accepting any new directorship and to indicate the time expected to be spent on the new appointment.
2.2 Board Responsibilities
The main duties and responsibilities of the Board comprise the followings:-
- Setting and reviewing the objectives, goals and strategic plan for the Company with a view to maximizing shareholder value;
- Adopting and monitoring progress of the Company’s strategy, budgets, plans and policies;
- Overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed;
- Consider and approve reserved matters covering corporate policies, material investment and acquisition/disposal of assets;
- Identifying principal risks and ensuring implementation of appropriate systems to manage these risks;
- Promoting better investor relations and shareholder communications;
- Reviewing the adequacy and the integrity of the Company’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines;
- Reviewing the terms of office and performance of the Audit Committee and each of its members at least once in every three (3) years to determine whether the Audit Committee members have carried out their duties in accordance with their terms of reference; and
- Succession planning, including appointing, training, fixing of compensation and where appropriate, replacing Senior Management.
2.3 Board Meetings
The Board meets regularly at least four (4) times a year with due notice of issues to be discussed and records its deliberations and conclusions in discharging its duties and responsibilities. Additional meetings will be convened as and when required. In the intervals between Board meetings, for exceptional matters requiring urgent Board decision, Board approvals are sought via circular resolutions, which are supported with sufficient information required to make an informed decision.
2.4 Board Committees
The Board delegates some of its function to the Committees of the Board which operates within clearly defined terms of reference with a view to assist in the fulfilment of its responsibilities. Chairman of the various Committees report to the Board with a recommendation on all matters considered at its meeting. Minutes of each Committee meeting are also circulated to the Board.
The Board Committees established at AbleGroup are as follows:-
- Audit Committee
- Nomination Committee
- Remuneration Committee
The respective Committees’ Term of Reference are set out below.
2.4.1 Audit Committee
The functions of the Audit Committees are as follows:-
(a) Review the following and report the same to the Board of Directors of the Company;
- with the external auditors, the audit plan, the nature and scope of work and ascertain that it will meet the needs of the Board, the shareholders and regulatory authorities;
- with the external auditors, their evaluation of the quality and effectiveness of entire accounting system, the adequacy and integrity of the internal control system and their audit report and the efficiency of the Group’s operations;
- the assistance given by employees of the Group to the external and internal auditors;
- 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 including inter-alia the appointment of internal auditors;
- internal audit programme, processes and results of the internal audit programme, processes, major findings of internal investigation and Management’s response and whether or not appropriate action is taken on the recommendations of the internal audit function;
- review any appraisal or assessment of the performance of members of the internal audit function;
(b) the quarterly results and annual financial statements prior to the approval by the Board of Directors, focusing particularly on:-
- changes in or implementation of major accounting policies and practices;
- significant and unusual events;
- significant adjustments arising from the audit;
- compliance with accounting standards, other statutory and legal requirements and the going concern assumption;
- the accuracy and adequacy of the disclosure of information essential to a fair and full presentation of the financial affairs of the Group;
(c) any related party transactions and conflict of interest situations that may arise within the Company or Group and any related parties outside the Group including any transaction, procedure or course of conduct that raises questions of management integrity;
(d) any letter of resignation from the external auditors of the Company;
(e) Whether there is reason (supported by grounds) to believe that the Company’s external auditors are not suitable for re-appointment;
(f) any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the external and internal auditors, particularly any comments and responses in Management letters as well as the assistance given by the employees of the Group in order to be satisfied that appropriate action is being taken;
(g) recommend the nomination of a person or persons as external auditors and the external audit fee;
(h) promptly report to Bursa Malaysia Securities Berhad on any matter reported by it to the Board of the Company which has not been satisfactorily resolved resulting in a breach of Bursa Malaysia Securities Berhad’s Listing Requirements;
(i) carry out any other functions that may be mutually agreed upon by the Committee and the Board of Directors which would be beneficial to the Company and ensure the effective discharge of the Committee’s duties and responsibilities; and
(j) To ensure the internal audit function of the Company reports directly to the Committee.
2.4.2 Nomination Committee
The functions of the Nomination Committee include:-
(a) Proposing new nominees for appointment to the Board of Directors.
(b) Assessing directors on an on-going basis, the effectiveness of the board and the contribution of each individual director.
(c) Recommend to the board, directors to fill the seats on other board committees.
(d) Review annually the mix of skills and experience and other qualities of the board members.
(e) Orientating and educating new directors as to the nature of the business, current issues within the company and the corporate strategies, the expectations of the company concerning input from the directors and the general responsibilities of directors.
(f) Recommend to the Board the re-election/re-appointment of directors who retire at annual general meetings.
(g) Assess the independence of the Independent Directors upon admission, annually and when any new interest or relationship develops and confirm the conduct of this assessment in the annual report of the Company.
2.4.3 Remuneration Committee
The functions of the Remuneration Committee include :-
(a) Recommend to the board the framework of executive remuneration and its cost, and the remuneration package for each executive director, taking into account the performance of the individual, the inflation price index and information from independent sources on the rates of salary for similar jobs in a selected group of comparable companies.
(b) To reimburse reasonable expenses incurred by the directors in the course of their duties.
(c) To review and determine the bonus scheme for the executive directors depending on various performance measurements of the Group.
(d) To review and determine the other benefits in kind for the executive directors.
(e) To review the executive directors’ service contracts, if any.
- THE BOARD
3.1 Processes and procedures for convening Board meeting
3.1.1 Scheduling of Board meetings
The Board meets at least four (4) times every year based upon a schedule set on yearly basis. Apart from the pre-scheduled Board meetings, the Board may for the purpose of urgent matters, convenes ad-hoc Board meetings at any time during the year.
3.1.2 Agenda item for Board meetings
The agenda of the meeting is decided upon focusing on matters that requires Board decision, approval, directions and on items that are truly the Board’s responsibility. The Secretary shall discuss with the Senior Management and Managing director on the agenda item. The final agenda for the meeting would be given to the Chairman for his approval and clearance. Any Director may request for inclusion of any matter in the agenda for a particular Board meeting.
3.1.3 Board meeting materials distributed in advance
All meeting materials/report/papers as well as the notice and agenda will be compiled for distribution to all the Directors within an appropriate timeline for perusal. In case where the subject matter/agenda item is price sensitive or otherwise confidential or in a state of flux, the presentation is directly made at the meeting.
3.1.4 Convening of Board Meeting
The quorum necessary for the transaction of business of the Directors shall be fixed by the Directors from time to time and unless so fixed, the quorum shall comprise two (2) Directors. Questions arising at any Board meeting shall be decided by a majority of votes, each Director having one vote and in case of an equality of votes, the Chairman shall have a second or casting vote except when only two Directors are present and form a quorum or only two are competent to vote on the question at issue, the Chairman shall not have a casting vote.
- Access to Information and Independent Advice
The Board shall be supplied with appropriate and timely information to enable it to discharge its duties. The Board papers are to be comprehensive and encompass both quantitative and qualitative information so that informed decisions can be made. The Board may request for additional information whenever it deems necessary or appropriate. The management of the Company is invited to be in attendance at Board meetings to furnish clarification on issues that may be raised.
All Directors have access to the advice and services of the Company Secretary on matters relating to procedures regulating the Company and their compliance by the Company. The Directors, in their individual capacity or collectively, may take independent professional advice in furtherance of their duties, whenever necessary and in appropriate circumstances, at the Company’s expense. If such advice is considered necessary, it shall first be discussed with the Chairman before proceeding further.
- DIRECTORS’ TRAINING
The Directors are regularly updated by the Company Secretary on new statutory, corporate and regulatory developments relating to Directors’ duties and responsibilities or the discharge of their duties as Directors of the Company.
The Board will evaluate the training needs of its directors on a continuous basis and determine the relevant programmes, seminar and briefings that will enhance their knowledge and enable them to discharge their duties effectively.
Any new Director appointed to the Board is required to complete the Mandatory Accreditation Programme (“MAP”) for Directors of Public Listed Companies in compliance with the relevant provisions of Bursa Securities’ Main marketing Listing Requirement within four (4) months from the date of appointment. The MAP programme is arranged for newly appointed Directors to enable them to have full understanding of the nature of the business, current issues with within the Group and corporate strategies as well as the structure and management of the Group.
- CODE OF BUSINESS CONDUCT AND ETHICS
The Group has in place a Code of Conduct which governs the conduct of all the Group employees including the Boards members with the aim to cultivate good ethical conduct, amongst others.
Under the Code of Conduct of the Group clearly defined the guidelines on maintaining confidentiality and disclosure of information, disclosure conflict of interest, internal control, anti-competition practices, duty to protect the Group’s assets and whistle blowing where there is a breach of Group’s policies and procedures.
The Company’s Code of Ethics and Conduct is to be observed by all Directors of AbleGroup. In the performance of their duties, a Director should at all times observe the following:-
- Devote reasonable time and effort to attend to the Company’s duties required of him.
- At all times exercise his power for the purposes they were conferred, for the benefit and productivity of AbleGroup.
- Avoid any conflict of interest especially to disclose immediately all contractual interests whether directly or indirectly within the AbleGroup.
- Be conscious in the process of value creation of the interest of shareholders, employees, creditors and customers of AbleGroup.
- Be aware of the Company’s policy on corporate social responsibility.
- Ensure adequate safety measures and provide proper protection to workers and employees at work places.
- REVIEW OF BOARD CHARTER
The Board Charter will be reviewed periodically 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.