Board Charter/ Term of Reference of Committees
- Board Charter
- Anti-Bribery & Anti Corruption Policy
- Audit Committee
- Nominating Committee
- Remuneration Committee
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 CommitteesThe 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 CompositionIt 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 ChairmanThe 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 IndependenceThe 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-electionThe 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 MeetingsThe 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.
One of Muda Holdings Berhad’s core values is to uphold sound, responsible and fair business practices. The Company and its subsidiaries is committed to promoting and maintaining the highest possible ethical standards in relation to all business activities. The Company’s reputation for maintaining ethical and lawful business practices is of paramount importance and this policy is designed to preserve these values. The Company, therefore has zero tolerance policy towards any form of corruption, including but not limited to making, receiving or accepting any bribe, corrupt payment, kickback, or facilitation payment to or from anyone, anywhere in the world.
For purposes of this Code, the terms “Company” and “the Muda Group” mean Muda Holdings Berhad and all its subsidiaries and affiliates worldwide.
2. PURPOSE AND SCOPE
This policy sets the Muda Group’s position on any form of bribery and provides minimum standards aimed at:-
(a) ensuring compliance with all applicable anti-bribery and anti-corruption laws, rules and regulations, not only in Malaysia, but also in any other country within which the Muda Group may carry out its business or in relation to which its business may be connected;
(b) enabling employees and persons associated with the Muda Group to understand risks associated with inappropriate and unlawful conduct and to enable and encourage them to be vigilant and to effectively recognize, prevent, avoid and report any wrongdoing, whether by themselves or others;
(c) providing suitable and secure reporting and communication channels and ensuring that any information that is reported is properly and effectively dealt with;
(d) creating and maintaining a rigorous and effective framework for dealing with any suspected instances of bribery or other unethical conduct; and
(e) ensuring that the relationships between the Muda Group employees and their dependents with suppliers, contractors and customers are transparent and lear.
This policy applies to Muda Holdings Berhad (together with its subsidiaries, the “Muda Group” or the “Company”), its employees (including full time, probationary, contract and temporary staff) (“Employees”) and Directors of the Group. It applies to any individuals or corporate entity associated with the Muda Group or who performs functions in relation to, or for and on behalf of the Muda Group including agents, contractors, consultants, third party service providers, joint venture artners, suppliers and sponsors.
The purpose of this Anti-Bribery and Anti-Corruption Policy is to reiterate Muda Group’s commitment to full compliance by the Company, its subsidiaries and its affiliates and its officers, directors, employees and agents of any local anti-bribery or anti-corruption laws that may be applicable. This Policy sets out the parameters to prevent the occurrence of bribery and corrupt practices in relation to the business of the Group. This Policy is supplemental to, and shall be read in conjunction with the Code of Business Conduct and Ethics.
Corruption is the abuse of public power for private profit, or the misuse of entrusted power for private gain. Bribery is the offer, promise, or payment of cash, gifts, or even excessive entertainment, or an inducement of any kind offered or given to a person in a position of trust to influence that person’s views or conduct to obtain an improper advantage. Bribery and corruption can take many forms, including or acceptance of:-
(a) cash payments or cash equivalent;
(b) “consulting” relationships or phony jobs;
(c) facilitation payments or “kickbacks”;
(d) political and charitable contributions; and
(g) hospitality, gifts and entertainment.
The policy is designed to avoid violations of applicable anti-bribery and anti-corruption laws and prohibits:-
(a) offer, promise or give a financial advantage to another person (i.e. to bribe a person) including but not limited to any employee, employees of private and non- governmental entities, agent or representative of a government, political party and party official and candidate for the purpose of inducing or rewarding improper conduct.
(b) request, agreement to receive or accept a financial and other advantage (i.e. a bribe) for or in relation to improper conduct.
(c) the maintenance of inaccurate or the falsification of books and records detailing transactions and failing to establish and maintain a system of internal controls to reasonably assure all transactions are accurately recorded.
It is an offence to bribe another person in the course of doing business, for the purpose of obtaining or retaining business, or obtaining or retaining an advantage in the conduct business, for the Muda Group. Any employee or associated persons, as well as the Company itself, may be held liable for this offence. The Muda Group may suffer substantial reputational damage in connection with this offence.
All employees, directors and associated persons are required to:-
(a) comply with Section 17A of the Malaysian Anti-Corruption Commission Act, 2009 (MACC Act) and any anti-bribery and anti-corruption legislation that applies in any jurisdiction in any part of the world in which the Muda Group might be expected to conduct business.
(b) act honestly, responsibly and with integrity.
(c) safeguard and uphold the Muda Group’s core values by operating in an ethical, professional and lawful manner at all times.
Bribery of any kind is strictly prohibited. Under no circumstances should any provision be made, money set aside or accounts created for the purpose of facilitating the payment or receipt of a bribe.
Personal funds may not be used to accomplish what is prohibited by this policy. If in doubt as to what might amount to bribery or other unethical conduct or might constitute a breach of this policy, you should refer the matter to the Chief Executive Officer/ Senior General Manager/General Manager/Head of Department.
Breach of any of the provisions of this policy will constitute a disciplinary offence. Depending on the gravity of the offence, it may be treated as gross misconduct and could render the employee liable for summary dismissal. As far as associated persons or other corporate entities are concerned, breach of this policy could lead to suspension or termination of any relevant contract, sub-contract or other agreement with these associated persons or corporate entities.
6. RESPONSIBILITIES AND REPORTING PROCEDURE
It is the contractual duty and responsibility of all employees and directors and associated persons or corporate entities to take whatever reasonable steps that are necessary to ensure compliance with this policy and prevent, detect and report any suspected bribery, fraud, corruption in accordance with the procedure set out in the Whistleblowing Policy and Procedures Manual. You must immediately disclose to the Company or its subsidiaries, any knowledge or suspicion they may have that you, or any other employee or associated person or another corporate entity, has plans to offer, promise or give a bribe or a request, agree to receive or accept a bribe in connection with the business of the Muda Group. For the avoidance of doubt, this includes reporting your own wrongdoing.
The duty to prevent, detect and report any incident of bribery and any potential risks rests not only with the Directors of Muda Holdings Berhad and its subsidiaries, but applies equally to all employees and associated persons and other corporate entities that have business dealing with the Muda Group. Employees are required to immediately report known or suspected violations of this Policy to the Chief Executive Officer.
7. RISK ASSESSMENTS
The Company and its subsidiaries shall regularly assess the nature and extent of the risks relating to bribery to which it is exposed, being aware that risks are potentially present internally and externally. The Senior General Manager/General Manager/Head of Departments of the Company and its subsidiaries will take responsibility for instigating and carrying out relevant risk assessment exercises at regular intervals, such exercises shall include consideration of:-
(a) the Company’s and its subsidiaries’ business activities across all operations nationally and internationally and any actual or proposed changes to those activities.
(b) the Company’s and its subsidiaries’ employees and their knowledge and understanding of the Muda Group’s business profile and associated bribery risks.
(c) the business activities of the Company’s and subsidiaries’ customers, suppliers, contractors, intermediaries, agents, joint venture and other business partners and the interface between those activities and those of the Company and the subsidiaries.
(d) the markets and countries in which the Company and its subsidiaries and those acting on the Company’s and subsidiaries’ behalf operates.
The Company and its subsidiaries are committed to investigating and be fully informed about the individuals and organization with whom it has business dealing and the markets in which it operates.
The extent of due diligence into business relationships will vary according to the risk. Where appropriate, before entering into any business relationship, the ctions the Company and its subsidiaries may take include, but not limited to:-
(a) making enquiries about the risk of bribery in a particular country or location in which the Company or its subsidiaries are seeking a business relationship, the types of bribery most commonly encountered and any information about the preventive actions which are most effective;
(b) investigating the bribery risks that a particular business opportunity raises, for example, establishing whether the project is to be undertaken at market prices and has a defined legitimate objective and specifications;
(c) establishing whether individuals or organizations involve in key decisions, such as intermediaries, consortium or joint venture partners, contractors, onsultants, suppliers or agents have a reputation for bribery and whether anyone associated with them is being investigated or prosecuted or has been convicted or debarred, for bribery or related offences. This may include considering the risks associated with politically exposed persons where the proposed business relationship involves, or is linked to, a prominent public office holder.
(d) checking that potential partners internal anti-corruption measures are consistent with the terms of this policy, and where necessary, encouraging the adoption of such measures.
(e) ensuring all business relationships and transactions are properly documented and recorded and have the express approval of the requisite Chief Executive Officer/Managing Director/Senior General Manager/Heads of Department.
(f) ensuring that the Company and its subsidiaries are able to exit from any business relationship if bribery occurs or is reasonably thought to have occurred.
8. HOSPITALITY, GIFTS AND ENTERTAINMENT
This Policy does not prohibit normal and appropriate hospitality (given and received) to and from third parties.
Hospitality, Gifts and Entertainment Given
Typical and appropriate client lunches and dinners are deemed appropriate and do not in themselves exert nor are intended to exert undue influence and are thus not specifically recorded to comply with this policy Information on corporate events over and above normal client lunches and dinners are recorded by the Finance Department. This information will include details of all clients that attended the event.
It is understood that when authorizing expenditure the attendees at such events, may if appropriate, include transport to and from as well as accommodation at the event. All hospitality is offered in an open non-secretive manner. All expenditure and expenses on hospitality and entertainment must be approved in accordance with the Group’s Financial Policy and Procedures.
Flower, cards and seasonal/festival gifts under RM500.00 are deemed not in themselves to exert undue influence. Such activities are not recorded in a formal register. Gifts of over RM500.00 are recorded on the Company’s and its subsidiaries’ platform and brought to the attention of the Chief Executive Officer/Senior General Manager/General Manager. Gifts will only be provided if:-
(a) they do not exert undue influence,
(b) they comply with local law;
(c) they are given in the name of the Company or its subsidiaries and not in the
name of an individual;
(d) they do not include cash or a cash equivalent;
(e) they are appropriate in the circumstance and for that market sector; and
(f) they are given openly and not secretly.
Hospitality, Gifts and Entertainment Received
Typical and appropriate business lunches and dinner are deemed appropriate and do not in themselves exert nor are intended to exert undue influence and are thus not specifically recorded to comply with this Policy. All entertainment received with an estimated value of more than RM500.00 shall be reported by email to both the person’s line manager and the Chief Executive Officer. The estimated cost will include food, alcohol, travel and tickets paid by a third party. All gifts received by employees with an estimate, or actual retail value of RM500.00 or more, must be reported by email to both the persons line manager and the Chief
Executive Officer. If appropriate, the line manager will seek advice from the Chief Executive Officer as to whether the gift should be returned. The Human Resource Department will keep a record of all declarations made and issued to the Chief Executive Officer on request.
9. FACILITATION PAYMENTS AND KICKBACKS
We do not make, and will not accept, facilitation payments or “kickbacks” of any kind.
We do not make donations to political parties. We only make charitable donations that are legal and ethical under local laws and practices. Company donations shall not be offered or made without the prior approval of the Chief Executive Officer.
Typical individual to individual donations for their charitable activities are deemed not in themselves to exert undue influence and are not recorded.
11. RECORD KEEPING
We shall keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties. All staff expense claims relating to hospitality, gifts or expenses incurred to third parties shall be submitted in accordance with our expenses policy and specifically records the reasons for the expenditure.
All accounts, invoices, memoranda and other documents and records relating to dealings with third parties such as customers, suppliers, agents, consultants and
business contacts should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.
12. TRAINING AND COMMUNICATION
Training on this Policy forms part of the induction process for all new employees. All existing employees will receive training on how to adhere to this Policy. All subsequent changes to this Policy will be communicated to all employees through the Human Resource Department of the Company and its subsidiaries.
Our zero tolerance approach to bribery, fraud and corruption is communicated to all customers, suppliers, contractors, business partners and intermediaries at the outset of our business relationship with them and as appropriate thereafter.
13. MONITORING AND REVIEW
The Senior General Manager/General Manager will monitor the effectiveness and review the implementation of this policy in the Company and the subsidiaries, considering the suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.
Employees are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries shall be reviewed by the Board of Directors. This policy does not form part of any employee’s contract of employment and it may be amended at any time. This policy is subject to review once in every three (3) years by the Board of Directors.
Terms of Reference
|Datuk Nik Ibrahim Bin Nik Abdullah (CHAIRMAN) (Senior Independent Non-Executive Director)
Tan Sri Lim Guan Teik (Non-Independent Non-Executive Director)
Mr Lee Khim Sin (Independent Non-Executive Director)
Mr Wong Choong Yee (Independent Non-Executive Director)
The functions of the Committee shall include the following:-
Terms of Reference
|B||Membership||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 Senior Independent Director shall be appointed by the Board to be Chairman of the Nominating Committee.
|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 Secretary shall minute the proceedings and resolutions of all Nominating Committee meetings. The Minutes of the Nominating Committee meetings shall be circulated to all members of the Board after they have been approved by the Committee unless the Chairman of the Nominating Committee deems it inappropriate to do so because of the nature of any matter discussed at a particular meeting.
The Committee shall:-
Terms of Reference
Mr Lee Khim Sin (Independent Non-Executive Director)
Tan Sri Lim Guan Teik (Non-Independent Non-Executive Director)
Mr Wong Choong Yee (Independent Non-Executive Director)