- PURPOSE OF CHARTER
This Board Charter sets out the role, functions, composition, operation and responsibilities of the Board of Directors (“the Board”) to enable all Board members to be aware of their duties and responsibilities at all times.
- RESPONSIBILITY OF THE BOARD
The Board is responsible to ensure that manage the Xian Leng Holdings Berhad with integrity and due regards to their fiduciary duties.
- THE BOARD
Presently, the Board has six (6) members comprising of two (2) Executive Directors, two (2) Independent Non-Executive Directors, one (1) Senior Independent Non-Executive Director and one (1) Non-Independent Non-Executive Director.
3.2 Board Meetings
The Board meets at least once every quarter and additional meetings are convened as and when necessary.
3.3 Board Committees
The Board may delegate certain functions to the following committees to assist execution of certain issues:
a) Audit Committee
b) Nomination Committee
c) Remuneration Committee
d) ESOS Committee
3.3(a) Audit Committee (“AC”)
The AC shall be appointed by the Board from amongst the directors of the Company and shall consist of not less than three (3) members all of whom shall be non-executive directors with a majority of them being independent directors. The quorum for AC shall be two members.
A Chairman shall be appointed by the AC from amongst the members who shall be an independent director.
3.3(a) Audit Committee (cont’d)
Meetings shall be held not less than four (4) times a year. The external auditors may request a meeting if they consider that one is necessary.
The AC may convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary, but at least twice a year.
The Committee is authorised by the Board to investigate any activity within its Terms of Reference. It is authorised to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Committee.
The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.
The Duties of the Committee shall be:
- to consider the appointment of the external auditors, any questions of resignation or dismissal to discuss with the external auditors before the audit commences, the nature and scope of the audit, and the assistance given by the Company’s officers to the auditors and ensure coordination where more than one audit firm is involved;
- to discuss problems and reservations arising from the interim and final audits, and any matters the external auditors may wish to discuss (in the absence of management where necessary);
- to review the internal audit functions and programmes, consider the major findings of internal audit investigation and management’s response (in the absence of Management where necessary), and ensure coordination between the internal and external auditors and the internal auditors to report directly to the Committee and shall have access to the Chairman of the Committee;
- to review the adequacy of the competency and the relevance of the scope, functions and resources of internal audit and the necessary authority to carry out its work;
- to keep under review the effectiveness of internal control system, and in particular review the external and internal auditors’ management letters and management’s responses;
3.3(a) Audit Committee (cont’d)
The Duties of the Committee shall be (cont’d)
- to review the quarterly and annual financial statements before submission to the Board, focusing particularly on:
- any related party transactions that may arise within the Company or Group
- compliance with stock exchange and legal requirements
- the going concern assumption compliance with accounting standards
- significant adjustments resulting from the audit
- major judgmental areas
- any changes in accounting policies and practices
- to undertake additional duties, as may be agreed to by the Audit Committee and the Board of Directors
3.3(b) Nomination Committee
The Committee’s key functions are to make recommendations on all new appointments to the Board and membership of Board Committees. Its other responsibilities include the review of the structure, size and composition of the Board, including the ongoing effectiveness of the Board as a whole and the committees of the Board, and the contribution of each Director towards the effective functioning of the Board.
The duties and responsibilities of the Nominating Committee are as follows:-
- Assess the suitability and recommend to the Board, candidates for directorship and members for the Board’s committees.
The following nomination process was adopted by the Nominating Committee:-
- To identify the candidate(s);
- Evaluation on suitability of candidate(s);
- Meeting up with candidate(s);
- Final deliberation by Nominating Committee; and
- Recommendation to Board.
- Assist the Board to review annually the required mix of skills and experience and other qualities of directors
- Assist the Board to assess annually:
- effectiveness of the Board as a whole and the Board’s Committees
- contribution of each director
3.3(c) Remuneration Committee
The Remuneration Committee is responsible for reviewing and recommending to the Board the remuneration packages including the terms of employment and remuneration of Executive Directors.
The Committee as a whole recommends the remuneration of Non-Executive Directors for the board’s and shareholders’ approval at the Annual General Meeting (“AGM”). No Director will participate in the deliberation and decision in respect of his or her own remuneration.
3.3(d) ESOS Committee
The ESOS committee is responsible to administer the Company’s Employees’ Share Option Scheme in accordance the ESOS bye-laws and other relevant regulations.
The ESOS Committee shall make recommendations to the Board with respect to equity plans in accordance with the objectives.
3.4 Directors’ Training
Directors’ training is an ongoing process as Directors recognise the need to continually develop and to update themselves on developments to keep them abreast with the current developments of industry as well as the new statutory and regulatory requirements to enable them to discharge their duties effectively.
3.5 Supply of Information
The Directors have full and unrestricted access to all information and can also seek independent professional advice whenever such services are needed to assist them in carrying out their duties. All Directors are provided with the agenda together with the Board papers prior to the Board Meetings to allow sufficient time for the Directors to review, consider and deliberate knowledgeably on the issues and to obtain further information and explanations to facilitate informed decision making. All Directors have access to the advice and services of the Company Secretary.
3.6 Appointment and Re-election
All newly appointed Directors are required to undergo an orientation program to provide them with necessary information to enable them to contribute effectively from the date of their appointment
All directors are required to submit themselves for re-election every three (3) years. Full information is disclosed through the notice of meeting regarding directors who are retiring and who are willing to serve if re-elected.
3.7 Risk Management and Internal Controls
The Board acknowledges their responsibilities for the Group’s to maintain a sound system of internal controls which covers financial control, operational and compliance controls as well as risk management to safeguard shareholders’ investment and the Group’s assets.
3.8 Audited Financial Statements
The Board is responsible for ensuring that the financial statements of the Group and the Company are drawn up in accordance with applicable approved accounting standards in Malaysia, the provisions of the Companies Act, 1965 and the Listing Requirements of Bursa Securities so as to give a true and fair view of the state of affairs of the Group and of the Company for the financial year.
3.9 Annual General Meeting (“AGM”)
The AGM of the Company represents the principal forum for dialogue and interaction with all shareholders. Shareholders are notified of the meeting and provided with a copy of the Company’s Annual Report before the meeting. The Board encourages shareholders to participate in the question and answer session. Members of the Board as well as Auditors of the company are available to answer and provide explanations on queries raised during the meetings.
- CODE OF CONDUCT AND BUSINESS ETHICS
The Board is responsible to ensure appropriate corporate governance structures are in place and promoting a culture of corporate and social responsibility.
- REVIEW OF BOARD CHARTER
The board is responsible for reviewing this charter and may be amended from time to time in accordance with the needs of the company and to ensure it remains consistent with the Board’s objectives and responsibilities. Any subsequent amendments shall be approved by the Board.
Dated: 30 December 2014.