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Board Charter Home > Investor Relation > Board Charter
 
     
 
1. Purpose
 
The Charter sets out the authority responsibilities, membership and operation of the Board of Muda Holdings Berhad ("the Company").
It must be noted that the roles and responsibilities of the Board will evolve as the Company moves forward. As such, a regular review of the balance of responsibilities is seen to be appropriate to ensure that the division of the functions remains appropriate to the needs of the Company.
This policy statement is only a summary of the matters reserved to the Board and should therefore only be used as a general guide, which is not to be used in a legal capacity.
 
2. Role of the Board
 
The Board's role is to:-
  • Act in the best interest of the Company
  • Represent and serve the interests of shareholders by guiding and monitoring the Company's strategies, policies and    performance,
  • Set, review and monitor the Company's values; and
  • Keep shareholders informed of the Company's performance and major developments which affect it.
 
3. Responsibilities of the Board
 
The management and control of the business of Muda is vested in the Board. The Board's primary responsibility is to oversee Muda's business activities and management for the benefit of Muda's shareholders. The Board also recognizes its responsibilities to Muda's employees, the environment and communities in which Muda operates and where appropriate, other stakeholders. The Board strives to create shareholder value and ensure that shareholders' funds are prudently safeguarded.
The key responsibilities of the Board include:-
  1. Development of corporate objectives and strategy with management and approving plans, new investments, divestments, major capital expenditure and operating expenditure and major funding activities proposed by management;
  2. Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all times the state of the health of the Company;
  3. Reviewing and approving the Company's annual budgets, financial position, systems of risk management and internal compliance and control, codes of conduct and legal compliance;
  4. Satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, risk management and internal control processes are in place and functioning appropriately;
  5. Board and Executive Management development and succession planning;
  6. Delegating appropriate powers to the executive directors and senior management to ensure the effective day-to-day management of the business and monitoring the exercise of these powers;
  7. Ensuring that the Company and its officers act legally, ethically and responsibly on all matters; and
  8. Ensuring corporate accountability to the shareholders primarily through adopting an effective shareholder communications strategy, encouraging effective participation at general meetings and, through the Chairman, being the key interface between the Company and its shareholders.
The Board may establish other policies and practices to ensure that the Board fulfills its functions and ensuring that it remains an effective decision making body.
 
4. Delegations
 
The Board retains all rights and power conferred upon it by the Articles of Association and by law which cannot be delegated.
The Board may delegate their powers as they consider appropriate. However, ultimate responsibility for strategy and controls rests with the Board.
4.1 Delegation to Committees
 
The Board may from time to time establish Committees to assist it in carrying out its responsibilities. Current standing Committees established by the Board are:-

  • Audit Committee
  • Executive Committee
  • Nominating Committee
  • Remuneration Committee

Each of these Committees has its own written terms of reference setting out its roles and responsibilities, composition, structure, membership requirements and the manner in which the Committee is to operate. All terms of reference of these Committees are reviewed regularly.
The Audit Committee comprises of three (3) members who are all of Non-Executive Directors, the majority of whom are independent. The Nominating Committee comprises of two (2) members, all of whom are independent and non-executive. The Remuneration Committee comprises of three (3) members where a majority of the members are non-executive.
 
4.2 Delegation to the Managing Director
 
The Board may delegate to the Managing Director all those powers and authorities required to manage and control the day to day operation of the Company. The Managing Director is responsible for the attainment of the Company's goal and vision for the future, in accordance with the strategies, policies, programs and performance requirements approved by the Board.
 
4.3 Powers Reserved to the Board
 
Matters specifically reserved for the Board or its Committees include the following:-

  • Appointment and removal of Chairman of the Board;
  • Appointment and removal of the Managing Director;
  • Appointment of directors to fill vacancy or as additional directors;
  • Establishment of Board Committees, their membership, terms of reference and delegated authorities;
  • Approval of dividends and dividend policy;
  • The issue of equity or equity like instruments;
  • Review of corporate governance principles, policies and related public documents;
  • Approval of expenditure in excess of the monetary authority levels delegated to management;
  • Calling of meetings of shareholders;
  • Expansion of the Company's activities into new geographic areas involving substantial risks or new, non-core and    substantive businesses;
  • The remuneration of the Managing Director and Executive Directors;
  • Any changes to the authority delegated to the Managing Director and Executive Directors by the Board; and
  • Any other specific matters nominated by the Board from time to time.
 
5. Board Structure
 
The Articles of Association governs the regulations and proceedings of the Board.
5.1 Board Composition
 
It is intended that one third of the Board should comprise of independent non-executive directors and consist of directors with a broad range of skills, diversity, expertise and experience from a range of backgrounds.
 
5.2 Chairman
 
The Chairman of the Board need not be an independent director and is responsible for the leadership and management of the Board and ensuring the Board and its committees function effectively.
 
5.3 Independence
 
The Board regularly reviews the independence of each Non-Executive Director in the light of information available to this assessment as disclosed by each Non-Executive Director to the Board.
A Director is considered to be independent for the purposes of service on the Board and the Board Committees if the director satisfies Paragraph 1.01 and Practice Note 13 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements.
 
5.4 Election and Re-election
 
The Articles of Association, the Bursa Listing Requirements and the Companies Act, 1965 governs the election, re-election and re-appointment of Directors.
New Directors are provided with formal letters setting out the key terms and conditions of their appointment.
Directors are invited to participate in induction programs and any continuing education arranged for them.
 
5.5 Meetings
 
The Board is structured to facilitate the effective discharge of its duties and to add value through its deliberations. The Board shall meet at least four (4) times per year to coincide with announcement of quarterly financial results to Bursa Malaysia Securities Berhad and additional meetings will be convened as warranted by circumstances.
Non-Executive Directors should meet without the presence of the Executive Directors or management with the external auditors at least twice a year.
 
5.6 Access to Information
 
All Directors have access to Company employees, advisers and records. In carrying out their duties and responsibilities, Directors have access to advice and counsel from the Chairman, the Managing Director, the Company Secretaries and the Group Financial Controller, and are able to seek independent professional advice at the Company's expense, after consultation with the Chairman or Managing Director.
 
5.7 Performance Evaluation
 
The Board, through the Nominating Committee, will review the performance of the Directors retiring by rotation and seeking re-election under the Articles of Association each year, the results of which will form the basis of the Board's recommendation to shareholders at the Annual General Meeting.
 
6. Approval and Review of the Charter
 
The Board shall review the Charter periodically to ensure its relevance and effectiveness.
 
 
The Charter is available to shareholders on the Company's website.