This Board Charter sets out the principles for the operation of
the Board of Directors ("Board") of TWL Holdings Berhad ("TWL”
or "the Company") and describes the functions of the Board and
those functions delegated to the Management of the Company.
The Board has primary responsibility to shareholders for the
welfare of the Company and its subsidiaries ("the Group"). The
Board is responsible for guiding and monitoring the business and
affairs of the Group. The Board recognizes the importance of
good corporate governance in the operations of the Group.
This Board Charter is established to promote high standards of
corporate governance and is designed to provide guidance and
clarity for Directors and Management with regard to the roles of
the Board and its committees. This Board Charter does not
overrule or pre-empt the statutory requirements and other
relevant statutes. This Board Charter shall form an integral
part of each Director's duties and responsibilities.
2. COMPOSITION OF THE BOARD
2.1 The Board shall be of a size and composition that encourages
diversity in perspectives and skills, which would enable the
Board to have a better understanding of and deal more
effectively with the current/emerging issues relating to the
business of the Group.
2.2 The Board shall ensure that at least two (2) Directors or
one-third (1/3), whichever is higher, of the Board members are Independent Directors. If the
Chairman is not an Independent Director, the Board shall
comprise a majority (more than half) of Independent Directors.
2.3 The appointment of a new member to the Board is made only
after consultation with the Nomination Committee.
2.4 The Board recognizes the importance of having a clearly
accepted division of power and responsibilities at the head of
the Company to ensure a balance of power and authority. It is
the policy of the Board to keep the roles of the Chairman and
the Managing Director separate.
2.5 A Director shall inform the Board's Chairman before he/she
accepts any new directorships in other public listed companies.
The Board's Chairman shall inform the Board before he/she
accepts any new directorships in other public listed companies.
2.6 The tenure of an Independent Director shall not exceed a
cumulative term of nine (9)years. The Board may, in appropriate
cases and subject to the assessment of the Nomination Committee
on an annual basis, recommend that an Independent Director who
has served a consecutive or cumulative term of nine (9) years to
remain as an Independent Director subject to shareholders'
approval.
3. ROLE OF THE BOARD
3.1 The Board shall assume ultimate accountability and
responsibility for the performance and affairs of the Company
and shall in so doing effectively represent and promote the
legitimate interests of the Company and its shareholders. The
Board, at all times, shall retain full and effective control
over the Group and shall direct and supervise the business and
affairs of the Group.
3.2 The Board shall ensure that Management has in place
appropriate processes for risk assessment, risk management and
internal controls and monitoring performance against agreed
benchmarks. The Board shall work with Management as
collaborators in advancing the interest of the Group.
3.3 The Board has delegated certain responsibilities to
committees, which operate in accordance with their respective
Terms of Reference approved by the Board. The Board has also
delegated the day-to-day management of the business of the Group
to Executive Directors and Management, subject to an agreed
authority limit.
3.4 The principal responsibilities of the Board, including those
adopted from the Malaysian Code on Corporate Governance 2017,
are, amongst others, as follow:
reviewing and
adopting a strategic plan including setting performance
objectives and approving operating budgets for the Group and
ensuring that the strategies promote sustainability;
overseeing the
conduct of the Group's business and building sustainable
value for shareholders;
reviewing
procedures to identify principal risks and ensuring the
implementation of appropriate internal controls and
mitigation measures;
succession
planning, including appointing, assessing, training, fixing
the compensation of and where appropriate, replacing senior
management;
reviewing the
adequacy and integrity of the Group's internal control and
management information systems, including those for
compliance with applicable laws, regulations, rules,
directives and guidelines;
monitoring and
reviewing management processes aimed at ensuring the
integrity of financial and other forms of reporting;
ensuring that
the Company's financial statements are true and fair and
conform with accounting standards;
overseeing
matters relating to occupational health and safety and
compliance with relevant laws and regulations; and
ensuring that
the Company adheres to high standards of ethics and
corporate behaviour.
3.5 In overseeing the conduct of the Group's business, the Board
shall ensure that an appropriate financial planning, operating
and reporting framework as well as an embedded risk management
framework are established. Elements under this combined
framework include the business plan, budget, financial
statements, divisional strategic/performance review reports and
risk management reports.
4. ROLE OF THE CHAIRMAN
The Chairman is primarily responsible for:
4.1 leading the Board in the oversight of the Management of the
Company;
4.2 representing the Board to shareholders and chairing the
general meeting of shareholders;
4.3 ensuring the integrity of the governance process and issues;
4.4 ensuring that all Directors are enabled and encouraged to
participate in the activities of the Board;
4.5 guiding and mediating Board actions with respect to
organisational priorities and governance concerns; and
4.6 undertaking the primary responsibility for organising
information necessary for the Board to deal with items on the
agenda and for providing this information to Directors on a
timely basis.
5. ROLE OF THE MANAGING DIRECTOR (“MD”)
5.1 The position of the MD in essence is to ensure the effective
implementation of the Group's business plan and policies
established by the Board as well as to manage the daily conduct
of the business and affairs to ensure its smooth operation.
5.2 The MD is responsible to the Board for the following:
executive
management of the Group's business covering, inter alia, the
development of a strategic plan; an annual operating plan
and budget; performance benchmarks to gauge management
performance and the analysis of management reports;
developing
long-term strategic and short-term profit plans, designed to
ensure that the Group's requirements for growth,
profitability and return on capital are achieved;
set, review and
ensure compliance with the Company's values;
effectively
oversee the human resources of the Group with respect to key
positions in the Group's hierarchy;
assures the
Group's corporate identity, products and services are of
high standards and are reflective of the market environment;
ensures
compliance with legislation and regulatory requirements;
coordinates
business plans with the business heads, coordinates
management issues through the Board, and oversees divisional
function groups and cost containment process in consultation
with the Executive Directors; and
maintains and
facilitates a positive working environment and good employee
relations.
In discharging the above responsibilities, the MD can
delegate appropriate functions to the
Executive Directors, who shall report to the MD.
6. BOARD COMMITTEES
6.1 The Board shall establish committees from time to time in
the discharge of its duties and responsibilities.
6.2 Where a committee is formed, specific terms of reference of
the committee would be established to serve as guidance which
covers matters such as the purpose, composition and functions of
the committee.
6.3 Several committees with written terms of reference have been
established namely the following:
a) Audit
Committee
Audit Committee assists in providing oversight on the
Group's financial reporting, disclosure, regulatory
compliance and monitoring of internal control processes
within the Group. The Audit Committee reviews the quarterly
financial results, unaudited and audited financial
statements, internal and external audit reports as well as
related party transactions.
b) Nomination Committee
The Nomination Committee oversees matters relating to the
nomination of new Directors, annually reviews the required
mix of skills, experience and other requisite qualities of
Directors as well as the annual assessment on the
effectiveness of the Board as a whole, its Committees and
the contribution of each individual Director as well as
identify candidates to fill board vacancies, and nominating
them for approval by the Board.
c) Remuneration Committee
The Remuneration Committee is primarily responsible for
recommending to the Board the remuneration of Executive
Directors and Non-Executive Directors in all its forms,
tapping on external advice if necessary.
d) ESOS Committee
The Employees Share Option Scheme (ESOS) Committee is
primarily responsible to oversees and administer the matters
related to ESOS which involve the granting of the rights to
employees and directors to subscribe new shares of the
Company. The ESOS Committee determine whether the options
are subject to any vesting period and if so the vesting
conditions and whether such vesting are subject to
performance target and such other terms and conditions as it
shall deem fit and appropriate to be imposed for the
participation in the ESOS scheme. The ESOS Committee may
also recommend to the Board any amendments to any provisions
of the ESOS Scheme and the Bylaws from time to time.
7. BOARD PROCESSES
Board meetings shall be conducted in a business-like manner
where all Directors are encouraged to share their views and
partake in discussions.
7.1 Frequency
7.1.1. The Board shall meet regularly, at least on a quarterly
basis. Prior notice of meetings shall be given to all who are
required to attend the meetings.
7.1.2. Board members are required to attend the Board meetings
and their meeting attendance for each financial year is to be
disclosed in the Annual Report.
7.1.3. Other senior management may be invited to attend the
Board meetings for particular items within their responsibility.
The Board may also invite external parties such as the auditors,
solicitors and consultants as and when the need arises.
7.1.4. Additional formal business is dealt with as required,
whether by physical, video conferencing or telephonic meetings,
as well as other electronic meetings allowed under the laws or
the Company's Constitution.
7.2 Agenda
7.2.1. The notice of a Directors' meeting, board papers and
agenda shall be provided in writing at least seven (7) days
prior to the meeting.
7.2.2. The agenda shall include, amongst others, matters
specifically reserved for the Board's decision. The Board shall
record its deliberation, in terms of the issues discussed, and
the conclusions thereof in discharging its duties and
responsibilities.
7.3 Access to Information and Independent Professional Advice
7.3.1. All Directors (executive and non-executive) have the same
right of access to all information within the Group whether as a
full board or in their individual capacity, in furtherance of
their duties and responsibilities as Directors of the Company.
7.3.2. All Directors shall have access to the advice and
services of the Company Secretary. The Board shall recognise
that the Chairman is entitled to the strong and positive support
of the Company Secretary in ensuring the effective functioning
of the Board.
7.3.3. The full Board or the Directors in their individual
capacity, in furtherance of their duties, shall be able to
obtain independent professional advice at the Company's expense.
8. THE BOARD’S RELATIONSHIP WITH SHAREHOLDERS AND
STAKEHOLDERS
8.1 The Board shall maintain an effective communications policy
that enables both the Board and Management to communicate
effectively with its shareholders, stakeholders and the general
public.
8.2 It is the role of the Board to ensure that the Annual
General Meeting ("AGM") and Extraordinary General Meeting ("EGM")
of the Company are conducted in an efficient manner and serve as
crucial mechanisms in shareholder communications. Key
ingredients behind this include the supply of comprehensive and
timely information to shareholders and the encouragement of
active participation at the general meeting of the Company.
8.3 The Board will focus its efforts on the following best
practices to enhance the effectiveness of the general meeting:
ensure that each
item of special business included in the notice to be
accompanied by a full explanation of the effects of the
proposed resolution;
encourage poll
voting on substantive resolutions and make an announcement
of the detailed results showing the number of votes cast for
and against each resolution;
for re-election
of Directors, ensure that the notice of meeting states which
Directors are standing for election or re-election with a
brief description to include matters such as age, relevant
experience, directorships in other public companies, date of
appointment to the Board and details of participation in
board committee.
conduct a
business presentation with a question and answer session,
where appropriate and if required.
8.4 The MD is authorized by the Board to speak on behalf of the
Group and to manage the communication of information to
shareholders, investors, other stakeholders and the public.
9. DIRECTORS’ EXTERNAL COMMITMENTS AND CONFLICTS OF INTEREST
9.1 The Company's Constitution stipulates that a Director who is
in any way, whether directly or indirectly, interested in a
contract or proposed contract with the Company shall declare
his/her interest in accordance with the provisions of the
Companies Act, 2016. The Director concerned shall not
participate in deliberations and shall abstain himself/herself
from casting his/her votes in any matter arising thereof.
9.2 Shall there be an actual, potential or perceived conflict of
interest between the Company or a related corporation and a
Director, or person(s) connected to a Director such as a spouse
or other family members, or a related company, the Director
involved shall make full disclosure and act honestly in the best
interest of the Company.
9.3 An actual, potential or perceived conflict of interest shall
not necessarily disqualify an individual Director from the Board
provided that full disclosure of the interest has been made in
good faith and with due honesty.
10. Review
This Board Charter shall be reviewed periodically by the Board
in accordance with the needs of the Company and any new
regulations that may have impact on the discharge of the Board's
responsibilities.
Copyright 2020 TWL Holdings
Berhad. All Rights Reserved.
