The Board of Directors (“Board”) plays a pivotal role in the stewardship of the Company and its subsidiaries (collectively “the Group”) in order to safeguard stakeholders’ interests as well as enhance shareholders’ value. The Board believes in practising good Corporate Governance together with the need to deliver long-term strategic success through consistent financial performance, good entrepreneurship, control and ownership without compromising personal or corporate ethics and integrity.
Purpose
This Board Charter provides guidance to the Board members in the discharge of its duties and functions. The Charter sets out, among others, the roles and responsibilities of the Board to ensure that each Board member who acts on behalf of the Company shall be aware of his/her fiduciary duties, responsibilities, the legislation and regulations affecting their duties as directors; and the principles and practices of good corporate governance which apply to the Group.
The Charter is also a source of reference and the induction material for incumbent senior management and board members.
Each Director shall abide by all the fiduciary duties and responsibilities of a director as prescribed under Bursa Listing Requirement, Companies Act 2016 and Securities Commission’s – Guidelines on Conduct of Directors of Listed Corporations and its Subsidiaries.
In order to discharge its fiduciary duties and role, the Directors, collectively as the Board or as individuals are responsible for the following :-
I. STRATEGY
a) Approving the business strategy for the Company and the Group.
b) Reviewing and approving budgetary targets
c) Monitoring performance against budgetary targets. Where necessary, revisions to the budget are made adjusting to the economic changes and development in the market / industry.
II. RISK MANAGEMENT AND INTERNAL CONTROLS
a) Formulating and implementing the Group’s Risk Management Policy and Framework
b) Comprehensively identifying, analysing and evaluating all risks in terms of consequential impact and level of likelihood and setting the risk appetite for management to implement.
c) Ensuring relevant internal controls or application of mechanism in place to manage, mitigate, avoid these risks were also identified.
d) Monitoring and reporting potential risks weaknesses in internal controls
e) The Board may delegate its role of the reviewing and monitoring to the Audit Committee and sub-committee of Risk Management & Sustainability Committee
III. INVESTOR RELATIONS AND SHAREHOLDERS COMMUNICATIONS
The Board adopts an open policy in respect of its relationship with shareholders and investors.
a) Effectively communicating with shareholders and investors by prompt release of announcements on important matters such as the timely release of quarterly financial results, annual reports, corporate governance reports and various announcements in accordance to the Listing Requirements.
b) Providing access to information of the company and its activities via its website www.master.net.my
c) Encouraging active shareholders participation at its Annual General Meetings and any other extraordinary general meetings. Shareholders shall be given sufficient notice and time to consider the resolutions that will be discussed and decided at the general meeting.
d) Annual General Meetings also provides an opportunity for communication and dialogue with shareholders to foster investor relations. As such all Directors should attend the General Meetings of the Company to provide opportunity for the shareholders to engage directly.
e) The Chairman of the Board shall represent the Board to communicate with the shareholders, investors as well as in any public relation interviews.
f) The Company shall endeavour to leverage on information technology for effective dissemination of information to shareholders and updates the company’s websites to provide easy access to corporate information and activities.
IV. SUSTAINABILITY
a) Formulating the Risk Management and Sustainability Policy and the framework for sustainable and responsible operations, activities and practices in the Group
b) Ensuring organisation of Group’s total business operate responsibly taking into account Business Sustainability (economic and financial matters), Environmental Sustainability as well as Social Responsibility.
c) Commits to Sustainability Reporting to meet stakeholders’ values and expectation as it believes that in doing business, greater attention given to how business impact the economy, environment and social (“EES”) risk and opportunities alongside financial implications is being seen as a sound business model that supports business continuity to generate long terms benefits.
V. CORPORATE GOVERNANCE
a) Formalise and maintain a standard guide of ethical standards of behaviour referred to as Master-Pack Code of Business Conduct and a Whistle Blowing Policy. This code shall apply to all directors, management and employees of the group and where applicable business associates that have business dealings with the Group. The Master-Pack Code of Business Conduct is published in the company’s website.
b) Committing and adhering to the requirements and guidelines of the Malaysian Code of Corporate Governance as well as the Main Market Listing Requirement of Bursa Securities Berhad.
c) Ensuring that the Group adheres to high standards of ethics and corporate behaviour guided by the Master-Pack Code of Business Conduct. To ease the understanding of the Code of conduct expected of employees, a Bahasa Melayu edition called the Tatakelakuan Perniagaan had been prepared
d) A Whistle Blowing Policy and procedure where genuine concerns about possible improprieties in matters of financial reporting, compliance and other malpractices maybe raise without fear of reprisals are in place. Ensuring the secrecy and protection of the whistle-blower.
e) Formalise and maintain a Master-Pack Anti-Bribery and Anti-Corruption Policy that addresses the objectives, corruption risk management framework and sets standard practices including internal controls in carrying out business operations to comply with MACC Act and other regulatory requirements.
f) Formalise a Fit and Proper Policy for the appointment and re-election of directors addressing the individual’s character, experience, integrity, competence and time to effectively discharge his/her duties as a member of the Board or Senior Management.
VI. SUCCESSION PLANNING
a) The Nominating Committee is entrusted with the responsibility to nominate and recommend candidates for appointment to the Board. The Nominating Committee also evaluates the performance of the individual Board members as well as the Committees as a whole have carried out their duties in connection to the respective Terms of Reference.
b) The Remuneration Committee is entrusted with reviewing and determining the compensation package for the Executive Directors. Whereas the remuneration of the Non- Executive Directors shall be the responsibility of the Board as a whole
c) Where necessary, drawing up an appropriate succession plan for members of the Board
d) Encouraging members of the Board to continually develop and refresh their level of knowledge and skills, to update themselves on the changes in the regulatory, statutory and professional requirements of the Group’s business.
In addition to the above, a schedule of matters reserved for the Board’s decision is in Appendix A
2.1 The Board composition and size should be such that the members consist of individuals with diverse skills, experiences, backgrounds and perspectives. It should also have an appropriate balance of Executive and Non-Executive Independent Directors to ensure that no individual or small group will dominate decision making process.
2.2 A listed issuer shall ensure that at least 2 directors or 1/3 of the Board of Directors are Independent Directors. If the number of Directors of the listed issuer is not three (3) or a multiple of three (3), then the number nearest to 1/3 must be used.
2.3 In the event of any vacancy in the Board of Directors, resulting in the number of Independent Directors reduced below the 1/3 ratio, the Board of Directors shall within three (3) months of the event, appoint such number of new members as may be required to fulfil the 1/3 independent Board of Directors number.
2.4 Each Director shall retire at least once every three (3) years. They shall be eligible to stand for re-election at the Annual General Meetings upon their retirement. Any new Director who is appointed by the Board shall be subjected to election by the shareholders in the Annual General Meeting held immediately after his/her appointment.
2.5 The Board shall appoint a Senior Independent Director whose role is to act as
a) A sounding board for the Chairman;
b) An intermediary for other Directors when necessary; and
c) The point of contact for shareholders and other stakeholders
d) A point of contact for whistle-blowing, if any.
2.6 The tenure of an Independent Director shall not exceed a cumulative term of twelve (12) years.
In compliance with Malaysian Code of Corporate Governance, the Board must justify and shall seek shareholders’ approval at the Annual General Meeting through a two-tier voting process, in the event it retains an Independent Director who has served in that capacity for a cumulative period of more than nine (9) years.
The Board may at its absolute discretion, consider re-designating an Independent Director who has served more than twelve (12) years as Non-Independent Director if so determined that the expertise and experience contributes to the board’s mix of skills as a whole.
2.7 A Director shall be required to inform and consult with the Chairman of the Board before accepting any new / external appointments in other company boards, body or trade association to ensure that there is no conflict of interest with the business and their fiduciary duties as Directors.
2.8 The Board shall practise an open policy to gender, age and ethnic diversity and selects eligible candidates based on key competencies, knowledge and experience. In compliance with the Listing Requirements, there shall be at least one (1) woman Director serving the Board of the listed issuer.
2.9 Malaysian Code of Corporate Governance recommends that the Chairman of the Board be held by an Independent Director. In the event that the Chairman is not an Independent Director or the roles of Chairman and Executive Directors are combine than the Board composition must have a majority Independent Non-Executive Directors to ensure the balance of power and authority in the Board is not compromised.
3.1 The Chairman represents the Board to the shareholders. He or she is responsible for ensuring the integrity and effectiveness of the governance process of the Board. The Chairman will facilitate the Board Meetings to ensure no individual member dominates discussion and that relevant opinions amongst Board members are forthcoming.
3.2 The role of the Executive Director or CEO is to implement the policies, decisions of the Board, overseeing the operations as well as to co-ordinate, develop and implement chosen business and corporate strategies. He carries out his duties and responsibilities for the day-to-day management of business with the support of the management team. Management is responsible for instituting compliance with laws, regulations, rules, directives and guidelines, including the achievement of the Group’s objectives and strategic plans.
3.3 An Independent Non-Executive Directors is not a member of the management and is free of any relationships or have no direct or indirect pecuniary interest which could interfere in the exercise of independent judgement or the ability to act in the best interest of the Group. With his or her skills and experience, an Independent Non-Executive Director contributes independent views, advices and recommends on areas relating to policy, strategy, business performance, risk management, internal controls including matters related to corporate governance.
A member of the board may only be designated as an Independent Director on fulfilling all the define terms as stated in the Listing Requirement 1.01 (a) to (h)
4.1 The Board has delegated the Nominating Committee to recommend and consider any candidates propose by Directors or major shareholders to sit in the Board and Board Committees. The number of Directors in the Board shall not be less than two (2).
4.2 The Committee takes into account the appropriate size of the Board, gender diversity, the skills knowledge, expertise, professionalism, integrity of the potential candidate that he/she will contribute to further strengthen the Board’s existing skill sets and mix.
4.3 The appointment of a new Director to the Board and Board Committees is still a matter for consideration and decision of the whole Board.
4.4 The nominated new Director is required to commit sufficient time to attend the Company’s / Group meetings/ matters before accepting his/her appointment to the Board. In addition, the director must not hold more than 5 directorships in public listed companies as prescribed by Bursa Listing requirements
4.5 A cooling off period of three years shall be the pre-condition that any officer, adviser, auditor, executive or transacting party of prescribed transactions of the group shall be required to observe before being invited to be appointed to the Board as Independent Non-Executive Director.
Board Committees
4.5 The Board may at any time establish Board Committees as it considers appropriate to assist in carrying out its duties and responsibilities. The Board appoints and delegates specific functions to various committees. These committees operate under defines roles and responsibilities as set in its Terms of Reference.
The following are Board Committees to assist in execution of its responsibilities:-
a) Audit Committee including
i. Risk Management and Sustainability Committee
ii. Out-sourced Internal Audit
iii. Anti-bribery and Anti- Corruption policies and procedures
b)includes Risk Management functions
c) Nominating Committee
d) Remuneration Committee
5.1 Meetings shall be held at least four (4) times a year although additional meetings may be called at any time, at the discretion of the Chairman Prescheduled meetings for the ensuing year are scheduled in advance so that all Directors are able to plan well ahead for next year’s Board and Committee meetings.
5.2 The quorum necessary of the transaction of business of the Board Meeting shall be two (2) members to constitute a valid meeting.
5.3 Due notice is given of the scheduled meetings and all Board meetings proceedings are minuted by the Company Secretary. The agenda for each Board meeting and papers relating to the agenda items are endeavoured to be disseminated to all directors at least five (5) days before the meeting to provide sufficient time for the Directors to review the said papers.
5.4 Any question arising at the Board meeting shall be decided by a majority of votes cast and a determination by a majority of Directors shall for all purposes be deemed approved or passed. In the case of equality in the number of votes, the Chairman of the meeting shall have the second or casting vote except when the quorum is made of only 2 directors.
5.5 A Director shall not vote in respect of any transaction or arrangement in which he has a direct or indirect interest. The interested director must also ensure that persons connected with him shall abstain from voting on the transaction or arrangement in the Board meeting
5.6 Each director shall commit to attend at least 50% of all Board Meetings and Board Committee Meetings where he/she is a committee member in any financial year. Directors who are unable to attend a meeting shall advise the Chairman or the Company secretary at the earliest possible date.
5.7 The Chairman of the Board have sole authority over its agenda of Board meetings. Any additional item to the Board agenda maybe requested by any director through the Chairman,
5.8 At each scheduled meeting, the Board shall consider, where applicable:
i. Approving the minutes of the last meeting
ii. Reviewing and approving the quarterly announcement and quarterly financial statement
iii. Reviewing recommendations by the Audit, Nomination and Remuneration Committees
iv. Deciding on Significant Capital Expenditure and Acquisitions
v. Deliberating on Significant divestment and disposal of Group assets
vi. Disclosure of dealings by Directors and Principal Officers
vii. Board Circular Resolutions
viii. Considering contents of Circulars by Bursa Malaysia and Securities Commission
ix. Reviewing and approving the chosen business strategy and goals
x. Reviewing propose investment pertaining to diversification from core business activities
xi. Review the Business & Sustainability Risk Assessment on a yearly basis
xii. Review the propose business expansion into new markets
xiii. Review and approve the yearly and revised budgets
xiv. Considering the declaration of dividends
xv. Major issues or business opportunities and/or any other matters requiring Board authorisation.
xvi. Review and update the Group’s policies and procedures in line with the changes in the regulations
6.1 The Nominating Committee has been delegated to carry out the yearly appraisal of each individual Director in terms of personality and working relationship with peers and management, bringing his/her knowledge, experience and contributing to the Committees as well as evaluation of the effectiveness of the Board and Board Committees as a whole. The Nomination Committee will review the results of the evaluation and table a summary of evaluation results to the Board of Directors.
7.1 The induction procedures of a new board member shall be co-ordinated by both the Executive Chairman and the Executive Director. New board members shall be briefed on the terms of appointment, their duties and obligations and on the operations of the Group. The following shall include in the briefing :-
a) Board Charter
b) Constitution
c) Board Committees composition and TOR’s
d) Group structure, corporate mission and vision including business strategy and market challenges
e) Latest Annual Reports and Financial Statements
f) Organizations Charts
g) On site visit to plants
h) Any other matters deemed necessary by the Board
7.2 Training is an on-going process and all Directors need to continually develop and refresh their levels of knowledge and skills, to update themselves on the changes to the regulatory, statutory and professional requirements as well as the changing of business risks and environment. In exceptional circumstances, valid justifications for non- attendance of any Director at any training during the financial year shall be disclosed.
7.3 All new appointed Directors are required to attend the Mandatory Accreditation Programme under the Listing Requirements of Bursa Malaysia within four (4) from the date of appointment.
The list of training attended by the directors during the year shall be disclosed in the Annual report and updated in the company’s website.
7.4 The Nominating Committee may recommend to the Board peers in their respective knowledge which the Board members themselves may wish to include to improve the existing mix of skills sets.
9.1 The secretary is responsible for ensuring that the meetings are properly convened proceedings including resolutions are properly and accurately recorded and the statutory register is properly maintained at the Registered Office of the Company.
9.2 The Company Secretary must keep the Board members abreast of the current governance concepts and practices; and should advice the Board and its Committees on issues including compliance with statutory regulations, rules and procedures.
9.3 All board members have unrestricted access to the advice and services of the Company Secretary for the purposes relating to the Company and the Group.
9.4 The Company Secretaries are qualified to act as chartered secretaries in conformance to the Companies Act 2016
This Board Charter established by the Board shall be periodically reviewed and updated by the Board taking into consideration the needs of the Group as well as any development in rules and regulations that may have an impact on the discharge of the Board’s duties and responsibilities.
This Board Charter has been updated and adopted in the Board of Directors Meeting held on 25 February 2022
Appendix A
Schedule of matters reserved for the collective decision of the Board
1. Conduct of the Board
1.1 Appointment and Recommendation for removal of Directors
1.2 Appointment of Board Committees and Members
1.3 Review and approval of the Terms of Reference of Board Committees and Amendments to such terms
1.4 Appointment of Executive Director or CEO and their Duties and Continuation of Service
1.5 Appointment and Removal of Internal Auditors and Recommendation to Shareholders for appointment and Removal of External Auditors
1.6 Appointment and Removal of Company Secretaries
2. Remuneration
2.1 Approval of Directors Fee for Non-Executive Directors
2.2 Approval of remuneration package and benefits for Executive Director and CEO
3. Operational
3.1 Approval of Business Strategy and Business Plans accompanying the Annual / Revised Budget
3.2 Review on a half yearly basis, the Performance of the Group against Budgeted Targets.
3.3 Review the Business Risk Assessment on a yearly basis unless there is a major propose transaction or change in the nature of business/ activities.
3.4 Approval of Capital Expenditure
3.5 Approval of investment or divestment in a company / business / undertaking / property / diversification from core business activities
3.6 Approval of significant bad debts to be written off
3.7 Review the sustainability activities undertaken and the yearly Sustainability Report
4. Financial
4.1 Approval of Quarterly and Annual Financial Statements
4.2 Approval for the release and announcements of the Financial Statements
4.3 Approval of the Annual Directors Report and Statutory Accounts
4.4 Approval of interim and or the recommendation of final dividends
4.5 Review the effectiveness and the internal control of the Group’s system of internal control
4.6 Changes and the adoption of accounting policies
4.7 Entering into indemnities or guarantees for purpose of the Company or its subsidiaries
5. Other Matters
5.1 Recommendation for the amendments of the Company’s Constitution
5.2 Alteration of Registered Office and Name of the Company
5.3 Any other matters requiring the convening of a general meeting of shareholders
5.4 Any other matters as may be required by the laws of the governing authorities
5.5 Any other matters requiring the Board’s approval under the Limits of Authority of the Company as set out in the Constitution of the company.