In this Charter:
"Act” means the Companies Act 2016;
"AGM” means Annual General Meeting;
"Atlan Group” means the companies within the Company and its subsidiaries;
"Board” means the Board of Directors of the Company;
"Business” means the business of the Company;
"Chairman” means the Chairman of the Board and is used in a gender-neutral sense;
"Company” means Atlan Holdings Bhd;
"Directors” means Directors of the Company as defined under the Act;
"Management” means the management personnel of the Company;
"MCCG 2017” means the Malaysian Code of Corporate Governance 2017;
"Secretary” means the Company Secretary(ies) as provided under Subdivision 4 of Division 2 of the Act;
"Shareholders” means the shareholders of the Company.
This Board Charter of the Company is established to provide guidance and clarity for the Board and the Management with regard to the role of the Board and its Committees, the requirements of Directors in carrying out their roles and in discharging their duties towards the Company as well as the Board’s operating practices.The Board is responsible for the performance and affairs of the Atlan Group. All Board members are expected to show good stewardship and act in a professional manner and should have sound and sufficient knowledge and expertise to enable effective governance and oversight. The Board shall, in so far possible, apply the principles and practices of good corporate governance in all its dealings for, or on behalf of the Company and to uphold the core values of integrity and enterprise as part of their fiduciary duties and responsibilities.
The purpose of the Board Charter is to set out the roles, duties and responsibilities as well as the composition and processes to enable all Board members, acting on behalf of the Company, to be aware of their duties and responsibilities at all times.
The Board Charter also serves as a comprehensive guide for prospective or new Board members and senior management to understand their roles and responsibilities and the commitment of time and contribution expected of them.
This Board Charter is subject to the provisions of the Act, the Company’s Constitution, the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the recommended principles of the MCCG 2017 and any other applicable law or regulatory requirements.
- The Board
3.1 Board Memberships
An effective Board is the one that made up of a combination of executive directors with intimate knowledge of the business and non-executive directors from diversified industry/business background to bring broad business and commercial experience to the Group.
Pursuant to the Company’s Constitution, the number of directors of the Company shall not be less than three (3) directors and not more than eleven (11). At least 2 Directors or 1/3 of the Board, whichever is the higher, shall be non-executive independent directors. The Board must comprise a majority of Independent Directors where the Chairman of the Board is not an Independent Director. However, there may be occasions where the Board may also assess the situation whether it is satisfied with the Board composition which may comprise sufficient Independent Directors of the Board with wide boardroom experience and expertise to provide the necessary check and balance.
The Board through the Nomination Committee shall conduct an annual assessment of the independence of independent directors to ensure the independent director bring independent and objective judgement to the Board. Where the tenure of an independent director exceeds a cumulative term of nine (9) years, the Board shall make recommendation and provide justification to shareholders at a general meeting should it seek to retain director as an independent director. Alternatively, the independent director may continue to serve on the Board subject to the director’s re-designation as a non-independent director. If the Board continues to retain the independent director whose tenure in office exceeds a cumulative term of twelve (12) years, the Board should seek annual shareholders’ approval through a two-tier voting process to retain director as an independent director.The Board shall appoint a Senior Independent Director (“SID”) who will also attend to any query or concern raised by shareholders, whose role is to act as:-
- a sounding board for the Chairman;
- an intermediary for other Directors when necessary; and
- the point of contact for shareholders and other stakeholders in cases of query or concern raised asdasdasdasdassssssss.
The size, composition and diversity of the Board shall be reviewed and determined from time to time to reflect the Company’s requirements and to facilitate effective decision-making.
3.1.2 Appointment and Re-elections
The Nomination Committee shall assist the Board in identifying and recommending suitable potential candidates with the relevant experience required (including gender considerations) for appointment as a director and for approval by the Board thereafter. Any new director so appointed shall be subject to re-election at the next AGM to be held immediately following the appointment.
At each AGM of the Company, one third (1/3) of the Board shall retire and be eligible for reelection and that all directors shall submit themselves for re-election once every three (3) years.
The evaluation of the Board and each individual director, including the Chairman, will be performed annually.
3.2 Board Role
3.2.1 Duties and Responsibilities
The Board has a formal schedule of matters reserved for its decision which include, amongst others, the following: -
- Reviewing and adopting strategic plans for the Company which will enhance the future growth of the Company and ensuring that the strategic plan of the Company supports long-term value creation and includes strategies on economic, environment and social considerations underpinning sustainability;
- Overseeing the conduct of the Company’s businesses to evaluate whether the businesses are being properly managed together with senior management, promote good corporate governance culture within the Company which reinforces ethical, prudent and professional behaviour;
- Identifying principal risks of the business, setting the risk appetite within which the Board expects the Management to operate and ensuring the implementation of appropriate systems to manage these significant financial and non-financial risks and ensuring there is a sound framework for internal controls and risk management;
- Reviewing the adequacy and integrity of the Company’s internal control systems and management information systems;
- review, challenge and decide on the Management’s proposals for the Company, and monitor its implementation by the Management;
- supervise and assess management performance to determine whether the business is being properly managed;
- To ensure all candidates appointed to senior management positions are of sufficient caliber and satisfied that there are programmes in place to provide for the orderly succession of senior management; and
- Overseeing the development and implementation of a shareholder communications policy for the Company and ensuring the Company has in place procedures to enable effective communication with the stakeholders.
3.3 Role of Chairman
- To provide leadership to the Board, and oversee the Board in the effective discharge of its fiduciary duties;
- To set the agenda for Board Meetings and ensure efficient and effective conduct of the Board Meetings;
- To ensure that complete and accurate information to facilitate decision-making are provided to the Board members in a timely manner;
- To lead Board Meetings and encourage active participation and allow dissenting views to be freely expressed;
- To promote constructive and respectful relations between Board members and manage the interface between the Board and Management;
- To ensure that appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole; and
- To lead the Board in establishing and monitoring good corporate governance in the Company.
3.4 Role of Executive Director
- Primarily accountable for overseeing the day-to-day operations to ensure the smooth and effective running of the Group;
- Responsible for the development and implementation of the strategies for the Group and setting the overall strategic policy and direction of the Group’s business operations based on effective risk management controls;
- To ensure that the financial management practice is performed at the highest level of integrity and transparency and that the business and affairs of the Group are carried out in an ethical manner and in compliance with the relevant laws and regulations;
- To provide effective leadership to the Group and is responsible for ensuring high management competency and that an effective management succession plan is in place to sustain continuity of operations;
- As the conduit between the Board and the Management in ensuring the success of the Company’s governance and management functions; and
- To implement the policies, strategies and decisions adopted by the Board. All Board authorities conferred on the Management is delegated through the Executive Director and this will be considered as the Executive Director’s authority and accountability.
3.5 Role of Non-Executive Directors
The Non-executive directors are not involved in the day-to-day management of the Group but they will contribute their particular expertise and experience in developing the business strategy. Their various roles in the Board Committees also contribute towards the enhancement of corporate governance and controls within the Group.
3.6 Directors’ Remuneration
The Board takes into account the performance of each Executive Director and the competitive environment in which the Group operates in determining the Executive Directors’ remuneration. The Executive Directors are not and should not be taking part in deciding their own remuneration.
The remuneration of the Non-Executive Directors will be based on the experience and the level of responsibilities undertaken by them. The determination of the remuneration of the Non-Executive Directors shall be matter of the Board as a whole with the Director concerned abstaining from deliberation and voting in respect of his/her individual remuneration.
The remuneration and incentives for Independent Directors do not conflict with their obligation to bring objectivity and independent judgment on matters discussed at Board’s meetings.
3.7 Directors’ Training
All newly appointed directors will be briefed on the structure and the business activities of the Group and are required to attend the Mandatory Accreditation Programme as required under the Listing Requirements of Bursa.
All directors are encouraged to attend a continuous education or suitable training programme each year to ensure that each director receives regular briefings and updates on changes in risks, laws and regulations, economic scenario and the industry climate affecting the business, and to continuously upgrade their knowledge and understanding of their roles and responsibilities as directors.
3.8 Board Committees
The Board may from time to time establish appropriate Committees to assist it in the discharge of its responsibilities.
The following Committees have been established by the Board in order to enhance business and corporate efficiency and effectiveness:-
- Audit and Risk Management Committee
- Nomination Committee
- Remuneration Committee
Each Committee has its own specific terms of reference as approved by the Board. The powers and authority delegated to these Committees are also set out in the terms of reference of each of the Committees.
3.9 Board Meetings
The Board meets at least, quarterly, to consider all matters relating to the overall control, business performance and strategy of the Company. Additional meeting will be called when and if necessary. The relevant reports and Board Papers are distributed to all Directors in advance of the Board Meeting to allow the Directors sufficient time to peruse for effective discussion and decision making during the meetings. All pertinent issues discussed at the meetings in arriving at decisions and conclusions are properly recorded in the discharge of the Board’s duties and responsibilities.
The Secretary shall take minutes of the meetings. The minutes must be completed as soon as possible after the meeting and circulated to the Chairman and members of the Board for review thereof. The minutes must be formally approved by the Board at its next scheduled meeting.
3.10 Financial Reporting
In presenting the annual financial statements and quarterly announcements to the shareholders, including other price sensitive public reports and reports submitted to regulators, the Board aims to present a balanced and understandable assessment of the Group’s position and prospects.
The Secretary plays an advisory role to the Board in relation to the Company’s constitution, Board’s policies and procedures and compliance with the relevant regulatory requirements, codes or guidance and legislations.
The Board has ready and unrestricted access to the advice and services of the Secretary, who are considered capable of carrying out the duties to which the post entails.
5. Access to Information and Independent Advice
The Board shall have unrestricted access to all Company information, documents, records and property.
The Board will ensure that every Board member has access to independent professional advice, both inside and outside the Company, as and when they consider necessary, in order for them to properly perform their duties.
6. Directors’ Code of Ethics
The Board conducted themselves in an ethical manner while executing their duties and functions, and complied with the Company’s Code of Ethics.
In addition to the Company Directors’ Code of Ethics, the Group’s Core Values also give emphasis on the behavioral ethics and conduct that sets out the sound principles and standards of good practice within the Group’s business landscape, which are expected to be observed by the Directors and employees. Both Directors and employees are required to uphold the highest integrity in discharging their duties and in dealings with various stakeholders such as shareholders, customers, fellow employees and regulators.
7. Conduct of General Meetings
The Board should ensure that shareholders are given sufficient notice and time to consider the resolutions that will be discussed and decided at the General Meeting. All Directors are encouraged to commit to attend the General Meetings of the Company in order to provide an opportunity for the shareholders to effectively engage with each Director. All general meetings would be conducted via poll voting.
The Board recognises that the needs and interests of other stakeholders are also taken into consideration. The Board must balance and manage the economic impact of the stakeholders’ conflicting interests on the shareholders’ value.
As a socially-responsible corporate citizen, the Board is committed to social and environment sustainability. This fundamental Corporate Responsibility is advocated by the Board and intensively nurtured and practiced by Management with firm commitment to three (3) major stakeholders:-
The Board acknowledges that the employees are invaluable assets of the Company and play a vital role in achieving success.
The Board is committed to ensure the Management to build a company where employees are happy to work, confident and take pride as part of the Company.
The Board is committed to ensure the Management place the highest regards in relation to the safety and quality of products. Management to improve its products and services in order to achieve the highest customer satisfaction.
The Board is committed to ensure the Management preserve and enhance the society’s quality of life by improving the Company’s activities in order to sustain the environment in all areas of the Company’s operations.
9. Adoption and Review of Charter
The Board Charter has been adopted by the Board on 29 April 2014. Any subsequent amendment to the Charter can only be approved by the Board.
The Board Charter will be reviewed and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board’s responsibilities.
This revised Board Charter was adopted on 26 April 2018.