Introduction and background
The Board of Directors ("Board") is responsible for guiding and monitoring Eksons Corporation Berhad ("Eksons" or "Company") on behalf of its shareholders; and is accountable to the shareholders for the corporate governance and performance of the Eksons Group It is also committed to achieving the highest standards of business integrity, ethics and professionalism across the Eksons Group's activities. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks.
The Board Charter sets out the various duties, responsibility and powers of the Board and the Board Committees of the Company.
Composition of the Board
i) The Board consists of qualified individuals with diverse experience, background and perspective to enable them to discharge their duties and responsibilities effectively. The composition and size of the Board is such that it facilitates the decision making of the Company. The Board must ensure that there are at least 2 directors and at least 1/3 of the board of directors of the Company are independent directors.
ii) In the event of any vacancy in the board of directors, resulting in non-compliance with subparagraph (1) above, the Company must fill the vacancy within 3 months.
The basis for the presence of an independent voice on the Board is to ensure that objectivity in decision-making of the Board is achieved and that no single party can dominate such decision-making in the Company.
Independent director means a director who is independent of management and free from any business or other relationship which could interfere with the exercise of independent judgement or the ability to act in the best interests of an applicant or a listed issuer. Without limiting the generality of the foregoing, an independent director is one who -
a) is not an executive director of the Company or its subsidiary companies or any related corporation of the Company;
b) has not been within the last 2 years an officer (except as an Independent Director) of the Company or its subsidiary companies. For this purpose, "officer" has the meaning as follows:
i. in relation to the Company or its subsidiary companies or its related corporation, means the chief executive, and the chief operating officer, the chief financial officer or any other person primarily responsible for the operations or financial management of the Company or its subsidiary companies or its related corporation, by whatever name called; and
ii. has the meaning given in section 4 of the Companies Act 1965.
c) is not major shareholder the Company or its subsidiary companies;
d) is not a family member of any executive director, officer or major shareholder of the Company or its subsidiary companies;
e) is not acting as a nominee or representative of any executive director or major shareholder of the Company;
f) has not been engaged as an adviser by the Company or its subsidiary companies or is not presently a partner, director (except as an independent director) or major shareholder, as the case may be, of a firm or corporation which provides professional advisory services to the Company under such circumstances as prescribed by the Listing Requirements; or
g) has not engaged in any transaction with the Company under such circumstances as prescribed by the Listing Requirements or is not presently a partner, director or major shareholder, as the case may be, of a firm or corporation (other than subsidiaries of the applicant or listed issuer) which has engaged in any transaction with the Company under such circumstances prescribed by the Listing Requirements.
Each director is entitled to remuneration out of the funds of the Company as the directors determine after considering the recommendations of the Board's Remuneration Committee, in accordance with, and subject, to the Memorandum and Articles of Association.
The following procedure will be followed when considering potential Board candidates: -
The skills and experience appropriate for an appointee will be determined, having regard to those of the existing directors and any other likely changes to the Board;
Upon identifying a potential appointee, their competencies and qualifications, independence, other directorships, time availability and the effect that their appointment would have on the overall balance of the composition of the Board will be considered; and
The proposed appointee must be approved by all existing Board members.
Duties, responsibilities and powers of the Board
Management of the business of the Company
The directors are responsible for managing the business of the Company and may exercise all the powers of the Company without breaching the Companies Act 1965, the Company's Memorandum and Articles of Association, the Listing Requirements and the relevant laws and regulations in relation to the business that they are managing.
Matters reserved for the Board
Matters which are reserved for the Board include:
i) in conjunction with management, establishing a vision and strategies for Eksons;
ii) approving items of capital expenditure above RM200,000 and investments and disinvestments;
iii) appointing directors to the Board;
iv) approving the quarterly consolidated financial statements;
v) approving the interim and final dividends to shareholders;
vi) approving any significant changes to accounting policies;
vii) approving the terms of reference and membership of Board Committees;
viii) approving Company policies which may be developed from time to time; and
ix) establish a framework of effective controls which enables the identification, assessment and management of risks.
Compliance with laws and internal codes of conduct
The directors must comply with all relevant requirement of law, including those set out in the Companies Act 1965 and relevant laws and regulations.
In Addition, all directors must comply with the Code of Conduct developed and approved by the Board from time to time.
Delegation of powers
The directors may resolve to delegate any of their powers to an officer, agent or attorney; and the officer, agent or attorney must exercise the powers delegated in accordance with any directions of the directors or within levels of authority specified by the Board from time to time.
Establishment of Committees
The Board has established the following committees required by the Listing Requirements and will establish any other committee that may be necessary from time to time: -
i. Audit Committee
ii. Nominations Committee
iii. Remuneration Committee
The directors may resolve to delegate any of their powers to a committee or committees consisting of such number of directors as they think fit.
A committee to which any powers have been so delegated must exercise the powers delegated in accordance with the directions of the directors.
The directors may hold meetings for the dispatch of business and adjourn and otherwise regulate their meetings as the think fit.
Relevant documents to be considered at Board meetings will be compiled and distributed by the Company Secretary to all directors as well as to any invitees to relevant Board meetings.
Attendance at Board meetings
The Boards may extend an invitation to any person to attend all or part of a scheduled Board meeting. This invitation may extend to management attending future meeting. Only Board members shall be eligible to vote.
A quorum for meeting of the Board is two directors.
Minutes of proceedings and resolutions of meetings of the directors and resolutions passed by directors without a meeting are to be recorded and entered in the Company Register within one month after the meeting is held or resolution passed.
Minutes of meeting must be signed by the chair of the meeting or chair of the next meeting within a reasonable time after the meeting.
A resolution may be made if a document containing the relevant resolution is assented to by all Board members eligible and willing to participate in the making of the resolution.
Amendment and review
The Board must review this Charter on an annual basis to ensure it remains consistent with its objectives, the Memorandum and Articles of Association and existing regulatory requirements and recommendations.