Board Charter (pdf)

CAHYA MATA SARAWAK BERHAD
(Company No. 21076-T)
BOARD CHARTER
1
Definitions
Act
Companies Act, 1965
Board
Board of Directors of CMS
Board Committee(s)
The Committee(s) of the Board as detailed in
Paragraph 2.3 of the Board Charter
CMS or Company
Cahya Mata Sarawak Berhad
CMS Group
CMS and its subsidiaries
Company Secretary
Company Secretary of CMS
Corporate Governance
The standards of corporate governance as set out in
the Malaysian Code on Corporate Governance 2012
or any updates or revisions thereon in any other
applicable set of corporate governance guidelines
Director(s)
A member of the Board of CMS
GED
Group Executive Director of CMS
Independent Director(s)
A director who does not participate in the
management of the Company and who satisfies the
criteria for “independence” set out in the Listing
Requirements of Bursa Malaysia Securities Berhad
GMD
Group Managing Director of CMS
Senior Management
GED, GMD and senior management of CMSB
Group comprising Chief Financial Officer and
Heads of Divisions and/or Departments
Stakeholders
The CMS Group’s staff, customers, shareholders
and the community in which it carries on its
businesses
TOR
Terms of Reference
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1.
OBJECTIVE
The objectives of this Board Charter are to ensure that all Board members are
aware of their fiduciary duties and responsibilities as members of the Board, of
the various legislations and regulations affecting their conduct and of the highest
standards of Corporate Governance are required to be applied in all their dealings
in respect of and on behalf of the Company.
2.
BOARD STRUCTURE
2.1
Board Balance and Mix
2.1.1 The number of Directors shall be not less than two (2) but not more than
eighteen (18) as set out in the Company’s Articles of Association.
2.1.2 In accordance with the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad, the Company must ensure that at least two (2)
Directors or one-third (1/3) of the Board of Directors of the Company,
whichever is higher, are independent Directors. If the number of Directors
of the Company is not three (3) or a multiple of three (3), then the number
nearest one-third (1/3) must be used.
2.1.3 The position of the Chairman, Deputy Chairman and the GMD shall be
held by different individuals and the Chairman and Deputy Chairman
shall be non-executive members of the Board.
2.1.4 There must be a clear division of responsibilities between the Chairman,
Deputy Chairman and the GMD.
2.2
Tenure of Directors
2.2.1 Pursuant to the Company’s Articles of Association, an election of
Directors takes place subsequent to their appointment each year where
one-third (1/3) of the Directors or if their number is not three (3) or a
multiple of three (3), then the number nearest to one-third (1/3), shall
retire by rotation from office and shall be eligible for re-election at each
annual general meeting and that each Director shall retire from office at
least once in every three (3) years and shall be eligible for re-election.
2.2.2 The Directors to retire at the annual general meeting shall be those who
have been longest in office since their last election, but as between
persons who became Directors on the same day those to retire (unless they
otherwise agree among themselves) shall be determined by lot.
2.2.3 Directors who have attained the age of seventy (70) years old must submit
themselves for re-appointment pursuant to the Act.
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2.2.4 The tenure of an independent Director shall not exceed a cumulative term
of nine (9) years. Upon completion of the nine (9) years, an independent
Director may continue to serve the Board subject to the Director’s redesignation as a non-independent Director. Subject to obtaining the
approval of the Company’s shareholders, the Board may recommend and
provide strong justification in the event it retains an independent Director
who has served a cumulative term of nine (9) years as an independent
Director of the Company.
2.2.5 The Board acknowledges the importance of board diversity, including
gender, age and ethnicity diversity, to the effective functioning of the
Board. Female representation will be considered when vacancies arise and
suitable candidates are identified, underpinned by the overriding primary
aim of selecting the best candidate to support the achievement of the
Company’s strategic objectives.
2.3
Board Committees
2.3.1 The Board has established Board Committees as part of its efforts to
ensure the effective discharge of its duties and to allow specific issues to
be discussed in depth by Directors with the appropriate and relevant
knowledge and insight.
2.3.2 The Committees established by the Board to assist the Board in the
execution of its duties are as follows:
a)
b)
c)
d)
Audit Committee
Nomination & Remuneration Committee (“NRC”)
Risk Committee
Employees’ Share Option Scheme (“ESOS”) Committee
2.3.3 The Chairman of the respective Board Committees will report to the
Board on the outcome/key issues deliberated by the Board Committees at
the Board meetings.
2.3.4 Each of the respective Board Committees shall be governed by a TOR
which shall set out their duties, responsibilities and criteria for
membership. The respective TOR shall be periodically reviewed by the
Board to ensure their appropriateness.
2.4
Board Communications
2.4.1 The Board will maintain an effective communications policy that enables
both the Board and Senior Management to communicate effectively with
all stakeholders.
2.4.2
The Board will ensure that the general meetings of the Company are
conducted in an efficient manner and serve as a channel for shareholder
communications and engagement.
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2.4.3
These include the supply of comprehensive and timely information to
shareholders and the encouragement of active participation at general
meetings.
3.
ROLES AND RESPONSIBILITIES OF BOARD
3.1
Role of Board
3.1.1 The functions of the Board are to:
a)
b)
c)
d)
e)
f)
g)
h)
i)
j)
3.2
review and adopt the CMS Group’s strategic plan and direction and
ensure that resources are available to meet its objectives.
oversee the conduct of the CMS Group’s businesses in accordance
with the strategic plan and budgets and take any corrective actions if
necessary.
monitor the compliance with all relevant statutory and legal
obligations.
identify principal risks and ensure the implementation of appropriate
internal control systems to manage these risks and mitigation
measures.
oversee the development and implementation of investor relations
and shareholder communications policies for the Company.
review the adequacy and the integrity of the CMS Group’s
management information and internal control systems including
systems for compliance with applicable laws, regulations, rules,
directives and guidelines.
ensure that the CMS Group’s core values, vision and mission and
shareholders’ interests are complied with.
establish such committees, policies and procedures to effectively
discharge the Board’s roles and responsibilities.
implement a Board self-evaluation programme and follow-up action
to deal with issues arising thereon and to identify training needs for
Directors.
ensure that the Company has appropriate corporate governance
structures in place including standards of ethical behaviour to
promote a culture of corporate responsibility.
Role of Chairman and GMD
3.2.1 The roles of the Chairman and GMD are to be always strictly separated.
3.2.2 The Chairman (or in his/her absence the Deputy Chairman) is responsible
for:
a)
b)
c)
d)
e)
leadership of the Board.
overseeing the effective discharge of the Board’s supervisory role.
facilitating the effective contribution of all Directors.
conducting the Board’s functions and meetings.
briefing all the Directors in relation to issues arising at meetings.
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f)
g)
h)
scheduling regular and effective evaluation of the Board’s
performance.
promoting constructive and respectful relations between Board
members and between the Board and Senior Management.
ensure the Directors have access to necessary training programs or
materials that match up with the identified development areas.
3.2.3 The GMD is responsible for the:
a)
b)
c)
d)
3.3
strategic business direction, plans, budgets and policies of the CMS
Group.
efficient and effective operation of the Group.
day-to-day management of the CMS Group in accordance with all
powers, discretions and delegations authorised, from time to time,
by the Board.
bringing material matters to the attention of the Board in an accurate
and timely manner.
Code of Ethics for Directors and Whistle-Blowing Policy
The Board has adopted a Code of Ethics and has in place a Whistle-Blowing
Policy.
4.
BOARD PROCESSES
4.1
Board Meetings
4.1.1 The Board meets in person at least four (4) times a year. A Board calendar
is set in advance by the Company Secretary and synchronized with the
quarterly financial reporting deadlines as well as the Management’s
planning cycle.
4.1.2
Proceedings of all meetings and the decisions of the Board are recorded in
the minutes of the meeting. Minutes of the meetings are circulated to the
Directors and approved by the Board at the subsequent meeting.
4.1.3
As a best practice and to provide ample time for Directors to study and
evaluate the matters to be discussed and subsequently make effective
decisions, the Board and/or Board Committee notice, agenda items and
papers are circulated at least seven (7) days prior to the meeting.
4.1.4
The Board or any Board Committee may invite the Senior Management
and/or external parties such as auditors (both internal and/or external
auditors), solicitors and/or consultants as and when the need arises. Such
invited parties may attend part or all of the Board or Board Committee
Meeting at the discretion of the Board (as the case may be).
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4.2
4.3
4.4
Access to Information
4.2.1
The Directors have unrestricted access to the advice and services of the
Company Secretary and Senior Management in the CMS Group and may
obtain independent professional advice at the Company’s expense in the
furtherance of their duties.
4.2.2
The Directors acknowledge that confidential information received in the
course of exercise of the Board duties remains the property of the Group,
whether it relates to the CMS Group or another entity. It will not be
disclosed unless either the Chairman (or in his/her absence the Deputy
Chairman) of the Board has so authorized in writing or disclosure is
required by law.
Board Induction and Continuing Education Programme
4.3.1
The Board shall maintain an induction programme for new Directors to be
conducted by the GMD and/or Senior Management of the CMS Group.
4.3.2
In addition to the Mandatory Accreditation Programme as required by
Bursa Securities, the Board shall evaluate and determine the training
needs of its Directors on an on-going basis by arranging suitable
continuing education programmes.
Evaluation of the Board
4.4.1
The Board, through the NRC, conducts an evaluation at least once every
two (2) years on its effectiveness as a whole, each individual Director and
the Board Committees established by the Board.
4.4.2
The Board shall undertake, through the NRC, an assessment of its
independent Directors annually.
5.
SHAREHOLDERS
5.1
The Board shall adopt an open and transparent policy in respect of its relationship
with its shareholders and investors and keep them informed of all material
business affecting the Company.
5.2
The Board must ensure timely release of financial results on a quarterly basis to
provide the shareholders with an overview of the Company’s performance and
operations.
5.3
All relevant announcements and/or press releases must be approved by the GMD
or GED prior to release to Bursa Malaysia Securities Berhad and/or the media.
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5.4
The Board must ensure Senior Management maintain an ongoing investor
relations programme to ensure the shareholders and investors are kept
appropriately informed of major developments within the CMS Group on a
timely basis.
6.
COMPANY SECRETARY
6.1
The Board should ensure it is supported by a suitable qualified and competent
Company Secretary.
6.2
The appointment and removal of the Company Secretary is a matter for the Board
as a whole.
7.
REVIEW OF BOARD CHARTER
7.1
The Board shall review this Charter and may from time to time amend it as it
deems appropriate to reflect the changing legal, regulatory and ethical standards.
Revised BOD Charter approved by the Board on 27 August 2014.
BOD Charter approvals:
205th BOD 26February 2014
Revised 208th BOD 27 August 2014
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