Board Charter/ Term of Reference of Committees
The Charter sets out the authority, responsibilities, membership and operation of the Board of Muda Holdings Berhad (“the Company” or “Muda”).
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 function remains appropriate to the need 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 value; and
- Keep shareholders informed of the Company’s performance and major development 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 recognises 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:-
- 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;
- Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all time the state of the health of the Company;
- Reviewing and approving the Company’s annual budgets, financial position, system of risk management and internal compliance and control, codes of conduct and legal compliance;
- 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;
- Board and Executive Management development and succession planning;
- Delegating appropriate powers to the executive directors and senior management to ensure that the effective day-to-day management of the business and monitoring the exercise of these powers;
- Ensuring that the Company and its officers act legally, ethically ad responsibly on all matters;
- Promote sustainability through appropriate environmental, social and governance considerations in the Company’s business strategies. Also ensure that the strategic plan of the Company supports long term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability; and
- Ensuring corporate accountability to the shareholders primarily through adopting an effective shareholder communication 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 fulfils its functions and ensuring that it remains an effective decision making body.
The Board retains all rights and power conferred upon it by the Company’s Articles of Association (“the Constitution”) 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.
- 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
• Sustainability Committee
Each of these Committees has its own terms of reference, setting out its roles and responsibilities, compositions, 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 four (4) members who are all Non-Executive Directors, the majority of whom are independent. The Nominating Committee comprises of three (3) members, all of whom are independent and non-executive. The Remuneration Committee comprises of three (3) members, all of whom are independent and non-executive.
- 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.
- 3 Powers Reserved to the Board 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 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 an 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 Constitution governs the regulations and proceedings of the Board.
- 1 Board Composition
It is intended that one third of the Board should comprise of independent non-executive directors and consists of directors with a broad range of skills, diversity, expertise and experience from a range of backgrounds.
- 2 Chairman
The Chairman of the Board need not be an independent director and is responsible for the leadership and management of the Board, ensuring the Board and its committees function effectively and to lead the Board in establishing and monitoring good corporate governance practices in the Company. The positions of Chairman and Managing Director should be held by different individuals.
- 3 Independence
The Board regularly reviews the independence of each Non-Executive Directors 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 purpose of service on the Board and the Board Committee if the director satisfies Paragraph 1.01 and Practice Note 13 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Listing Requirements”).
- 4 Election and Re-election
The Constitution, the Bursa Listing Requirements and the Companies Act, 2016 governs the election and re-election 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 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.
The quorum for board meetings shall be two (2) directors.
The board should have access to all information pertaining to the Company in a timely manner for the discharge of its duties effectively. The agenda and papers for meetings should be circulated to the Directors at least five (5) business days prior to the meeting to enable the Directors to prepare for the meetings and to make an informed decision.
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. Senior Independent Non-Executive Director
The Senior Independent Non-Executive Director leads and coordinates the activities of the Independent Directors when necessary and appropriate.
The role of the Senior Independent Non-Executive Directors is to act as:
a sounding board for the Chairman;
an intermediary between the Independent Directors and the Chairman on sensitive issues; and
a designated contact for shareholders and other stakeholder when the normal channel of communication with Chairman or Managing Director is considered to be inappropriate or inadequate.
7. 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 Group Financial Controller, and are able to seek independent professional advice at the Company’s expense, after consultation with the Chairman or the Managing Director.
8. Time Commitment
The Directors must devote sufficient time to prepare for and attend board meetings, and maintain a sound understanding of the business of the Company as well as relevant market and regulatory developments. The Directors must not hold more than 5 directorships in listed issuers to ensure that directors do not have competing time commitment that impair their ability to discharge their duties effectively.
9. Performance Evaluation
The Board through the Nominating Committee, will review the performance of the Directors retiring by rotation and seeking re-election under the Constitution each year, the results of which will form the basis of the Board’s recommendation to shareholders at the Annual General Meeting.
The Nominating Committee also assess Board’s effectiveness in the areas of composition, administration, accountability and responsibilities. The Directors’ self and peer assessment is intended to evaluate the mix of skills, experience and other relevant qualities the Directors bring to the Board, and takes into account the individual Director’s ability to exercise independent judgement at all times and to contribute to the effective functioning of the board.
10. Approval and Review of the Charter
The Board shall review the Charter periodically to ensure its relevance and effectiveness.
Terms of Reference
Terms of Reference
1. The Committee shall have at least two (2) members comprising exclusively of non-executive directors of the Company, a majority of whom shall be independent directors.
2. The Chairman of the Nominating Committee shall be an Independent Director.
|C||Secretary||The Company Secretary shall act as the Secretary of the Nominating Committee.|
|D||Quorum||The quorum necessary for the transaction of business shall be two. A duly convened meeting of the Nominating Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers, discretion vested in or exercisable by the Nominating Committee.|
The Committee shall:-
Terms of Reference
Meetings & Procedures