With reference to the Practices and Guidance of the Malaysian Code on Corporate Governance, the Board of Directors has the following responsibilities:-
The Board does not have a Chairman on its Board and the chairman of the Board meeting is elected among the board members appointed to chair the meeting on every Board of Directors’ Meeting.
The Board determines the Board size and composition, subject to limits imposed by the Company's Constitution. The Constitution provides for a minimum of two (2) directors and a maximum of nine (9).
The Board through the Nominating Committee shall review the size and composition of the Board and Board Committees, which include the skill sets, experience and functional knowledge of its members annually, to ensure an appropriate balance of skills, experience and diversity.
The Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa") stipulates that at least one-third (1/3) or at least two (2) Directors of the Board of Directors of a listed issuer, whichever is higher, must be independent directors. The Board shall comply with the Bursa’s MMLR as may be amended from time to time in respect of the composition of the Board.
In the event of any vacancy in the board of directors, resulting in non-compliance with the paragraph above, the vacancy must be filled within three (3) months.
Upon completion of the nine (9) years, an independent director may continue to serve on the board subject to that director's re-designation as a non-independent director. However, the Board may retain as an independent director, a person who has served in that capacity for more than nine (9) years provided shareholders' approval has been obtained.
If the Board continues to retain the independent director after twelfth (12) years, the Board should seek annual shareholders' approval through a two-tier voting process.
The Constitution of the Company provides that all directors, including the GMD, shall retire from office at least once every three (3) years and all retiring directors shall be eligible for re-election at the annual general meeting ("AGM") in which they retire. A retiring director shall remain in office until the close of the meeting at which he retires.
The Constitution further provide that directors who are appointed by the Board during the financial period before an AGM are subject to retirement and shall be eligible for re-election by the shareholders at the forthcoming AGM of the Company to be held following the new directors' appointment.
The Chairman of the respective Committees has an obligation to report and update the Board on their deliberations, findings and recommendations.
The main purpose of AC is to assist the Board in fulfilling its responsibilities relating to accounting and reporting practices of the Group.
AC shall collectively discharge the following functions:
The details TOR is published on company’s website
The role of NC is to ensure that the Group recruits, retains, trains and develops the best available executive and non executive directors and manage board renewal and succession effectively. The NC is also required to evaluate the effectiveness of the Board as a whole, the various committees of the Board and to assess the contribution of each individual director to the effectiveness of the Board's decision-making process on an annual basis.
The Board has entrusted NC with the responsibility for carrying out the annual Board Effectiveness Evaluation.
The Board’s effectiveness is assessed in the areas of composition, administration, accountability and responsibility, conduct and the performance of the Chairman, Chief Executive Officer and senior Management.
The Directors’ Self and Peer Assessment is intended to evaluate the mix of skills, experience and other relevant qualities the Directors bring to the Board, and takes into account the individual director’s ability to exercise independent judgment at all times and to contribute the effective functioning of the Board. The Self and Peer Assessment process also examines the ability of each Board or Committee member to give material input at meetings and to demonstrate a high level of professionalism and integrity in the decision-making process.
NC also reviews the term of office and performance of the Committee and each of its members annually to determine whether such Committee and members have carried out their duties in accordance with their terms of reference.
Prior to the convening of a Board meeting, the notice and agenda for that Board meeting is transmitted to each Board member at least seven (7) days in advance of the meeting, followed shortly with soft copies of the relevant Board Papers.
The Board Papers contain information pertinent to the matters to be deliberated at the coming meeting and any other details or information the Directors may additionally require on the agenda items, would be furnished upon request.
Conflict arising from the interest (direct or indirect) of a director, member or major shareholder or person connected with such director, member or major shareholder in a transaction proposed to be entered into or action/decision to be taken by the Company or its subsidiaries.
Where a Director has an interest (direct or indirect) in a transaction proposed to be entered into or action/decision to be taken by the Company and its subsidiaries, he/she may be biased in making the commercial or regulatory decision which could be to the detriment of the Company or its subsidiaries.
Directors can be regarded as having a conflict of interest where the Company, he/she is associated with derives an advantage from him/her being a Director. Therefore a Director is required at all times to declare such conflict and if so required by the Board, to withdraw from any voting of deliberation of a matter in which the Director or member may have an interest.
The Listing Requirements of Bursa Securities further provides that a Director with any interest, direct or indirect, must abstain from board deliberation and voting on the relevant resolution in respect of the related party transaction.
The Group is committed in maintaining the highest standards of business ethics. The Code of Conduct serves as a guideline for all the employees to ensure the highest level of transparency and accountability within the organization and in our dealings with external parties.
These standards have been especially established in order to promote honest and ethical conduct on the part of directors as well as to establish sound corporate governance.
In the execution of their duties, the directors should have as their objective the pursuit of the Company's overall benefit, and must not damage Company's rights and interests for the benefit of a specific individual or specific group; moreover, when executing their duties, they should treat all stakeholders fairly. Directors should faithfully execute their duties in the interests of the Company. Director shall bear the obligation to preserve the confidentiality of the Company's secret information, except when publication is authorized or required by law, and they must not use said secret information to seek personal gain for themselves or third parties.
Directors should act in the best interests of the Company, and should respect the interests of its stakeholders including relationship with banks, creditors, employees, consumers, suppliers, subsidiary companies and the community. Directors should also observe laws concerning insider trading and other securities law concerning equity trading and the handling of confidential business information; such personnel who are in possession of important unpublished information must not engage in related securities trading.
The Board recognises that an important element of a sound system of internal control is to have in place an appropriate risk management framework for identifying, evaluating and managing significant financial and non-financial risks faced by the Group systematically during the financial year under review.
On the strategic level, strategic business strategies are formulated by Managing Director and Senior Management and presented to the Board for review to ensure proposed strategies are in line with the Group's risk appetite with update of the implementation progress of the strategies approved being presented by the Senior Management in subsequent Board's meetings for the Board to follow-up and review.
On the daily basis, the respective Heads of Department are responsible for managing the risk of their department. Changes in the key business risks faced by the Group or emergence of new key business risks and the corresponding internal controls are discussed during management meetings.
The Group is a good and reputable corporate who takes great pride and diligence in preserving and sustaining the interest of stakeholders such as shareholders, environment, marketplace, employees, etc, in the conduct of its business activities.The Group’s CSR Report is available at www.cscmalaysia.com.