The Board of Directors of Bintai recognises the importance of upholding and continuously strive to ensure that Good Corporate Governance is implemented and carried out throughout the Group as an integral part of business dealings and organisation culture.
PRINCIPLE
1. The Board is primarily responsible for ensuring that Bintai has appropriate corporate governance structure aimed at creating and protecting shareholders’ value.
2. The Board is also responsible for ensuring that management recognises Bintai’s legal and other obligations to all legitimate stakeholders such as shareholders, customers, suppliers, employees, government, regulators and public at large.
3. The Board view that Bintai’s obligations to its stakeholders require appropriate accountability and in place of adequate control system.
4. This Charter will be reviewed by the Board regularly on an annual basis to ensure consistency with the Board’s objectives, responsibilities and comply with the relevant standards of corporate governance.
COMPOSITION AND GOVERNANCE
Board composition
The Board should comprise:-
- at least two directors or one-third of its Board (whichever is higher) whom are independent directors. If the number of directors is not 3 or a multiple of 3, then the number nearest to 1/3 must be used. If a vacancy in the Board results in non-compliance with the required composition, the vacancy must be filled within 3 months pursuant to paragraph 15.02 of theMain Market Listing Requirement (“MMLR”) of Bursa Malaysia Securities Berhad (“BursaSecurities”);
- directors who possess the qualification, relevant skills, qualities and experience towards achieving the Company’s goals;
- appropriate mix of knowledge, attributes and core competencies of directors;
- a meaningful proportion of non-executive directors with key attribute of independence. Such directors should ensure that the varied competing interests of all stakeholders are respected without sacrificing financial performance and accountability;
- the recommended ratio of gender diversification between male and female directors as emphasized by the Malaysian Code of Corporate Governance 2017 (“MCCG 2017”) where companies are encouraged to have 30% gender diversification in female;
Responsibilities and Duties
1. The Board is responsible for setting strategic direction and monitoring the implementation of that strategy within Bintai Group, including:
(i) Overall control and accountability systems;
(ii) Appointing and removing CEO and Company Secretary;
(iii) Board and Executive Management Development and succession planning;
(iv) Monitoring and approval of corporate strategy, annual operating budget, major capital expenditures, acquisitions / disposals / divestments;
(v) Monitoring compliance with relevant legal, tax and regulatory obligations;
(vi) Reviewing and monitoring systems of risk management and internal compliance and controls, codes of conduct, continuous disclosures, legal compliance and other significant corporate policies.
2. Each member of the Board must, in the process of discharging its duties:
(i) Exercise care and due diligence;
(ii) Act in good faith in the best interests of Bintai Group;
(iii) Without misusing of information in the capacity as Director;
(iv) Commit the time necessary to discharge effectively his/her role as Director.
3. All Directors (including Executive Directors) are entitled to be heard at all meetings and should bring an independent judgement to bear in decision making.
4. The Board review performance of its Directors individually and the Board as a whole once in a calendar year.
Board Committees
1. To assist the Board in fulfilling its duties and responsibilities, the Board has established four committees namely the Audit Committee, Nomination Committee, Remuneration Committee and Executive Management Committee, all of which are governed by their respective formal terms of reference with certain degree of delegations.
2. Each Committee will report its deliberation and recommendation to the Board of Directors for approval.
Matters reserved for Board’s Deliberation and Decision making
The Board has the overall accountability and responsibility for oversight and control of the Company’s performance and conformance capabilities in the aspects of financial performance, risk management and succession planning which include, inter-alia, the following :-
(i) Reviewing and adopting a strategic business plan for the Company including corporate exercises and restructuring plans aligned to ensure obligations to shareholders and stakeholders as well as compliance with the relevant authorities are met;
(ii) Overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed, the Board should therefore provide entrepreneurial leadership
(iii) Identifying principal risks and ensuring the implementation of appropriate systems to manage these risks – the Board should appraise the Company’s major risks and oversee that appropriate risk management and internal control procedures are in place;
(iv) Succession planning, including appointing, training, fixing the compensation of and, where appropriate, replacing Senior Management – the Board should oversee the human capital development process, monitoring and compensation against pre-determined evaluation criteria;
(v) Ensuring the development and implementation of an investor relations programme or shareholder communication channels such as telephone, mail, email, facsimile and corporate website are intact and updated from time to time;
(vi) Reviewing the adequacy and the integrity of the Company’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines;
(vii) Procedures in place should be designed to ensure that the assets of the Company are safeguarded against loss from unauthorised use/disposition and all transactions of the Company are properly authorised and that they are recorded as necessary to enable the preparation of true and fair financial statements and their related disclosures as required of the Company;
(viii) Discussion and approval on capital expenditure ie. acquisition and disposal of capital items, treasury matters such as financing arrangements as well as approval of financial statements (quarterly/year end financial results);
(ix) Setting of appropriate authority limits relevant to the business operations of the Company;
(x) Determining the level of adequate capital for the Company where the amount of capital needed by the Company will vary with the degree of risk inherent in its assets and should be able to meet the minimum regulatory requirement of the Company;
(xi) Reviewing the terms of office of the Audit Committee not less than once in every three (3) years based on each of its members performance, in order to determine whether the Audit Committee and its members have carried out their duties in accordance with their terms of reference; and
(xii) Reviewing the responsibilities of each Board Committee as and when required.
Board Meetings and Procedures
(i) Meetings of the Board of Directors and of Board Committees are held in accordance with the requirements of the authorities (if applicable) and shall be held as and when deem necessary.
(ii) The meeting papers accompanied with the relevant notes and explanatory details for the respective meetings shall be distributed at least 3 days before the meeting.
(iii) Board meetings should be conducted in a business-like manner where all directors feel encouraged to share their views and partake in discussions. A fair judgment should be given when an opinion, particularly a defiant one, is voiced
(iv) Directors can resolve certain matters by way of circular resolutions which must be practiced with prudence in giving their consent particularly on matters that involves material transactions such as acquisition and/or disposal of assets, litigation, financial and other corporate matters.
(v) Minutes of meetings must be prepared on time and be reviewed by Chairman of the respective meeting, to ensure completeness and accuracy, before sending the same to the rest of the members prior to the next meeting.
(vi) The Company Secretary are delegated to record the Board’s deliberations and decisions made in Board Meetings and assist the Board to come up with a meaningful review of outstanding major action items from previous meetings.
(vii) The Chairman is also assisted by the Company Secretary to monitor technical matters including:-
- Timely circulation of proper notice of meetings together with the agenda;
- Punctuality of directors for Board meetings;
- Presence of a quorum which shall not be less than two (2);
- Accuracy of the agenda content;
- Reasonable time for directors to consider Board papers prior to the Board meeting;
- Adherence to the Company’s Constitution (Articles of Association) and Board Policies and Procedures; and
- Applicable provisions of the Companies Act 2016 and the MMLR and other regulatory requirements.
(viii) A candid discussion of current issues, which may significantly affect the business of the Company, should be encouraged. These issues include but not limited to the followings:-
- Risk management matters;
- Major economic and industry trends;
- Adverse publicity/rumours concerning the Company and/or its subsidiaries, if any;
- Changes in regulatory requirements in the industry/business that the Company operates in; and
- Monitoring of Management’s performance.
(ix) The Board should conduct a review on the Company’s performance, i.e. financial results and operations of the current quarter, year-to-date and forecast.
Remuneration Committee
The Remuneration Committee shall comprise a majority of non-executive directors. The Board should review for approval recommendations from the Remuneration Committee on remuneration packages of executive directors and fees of independent directors, and recommend the proposed directors’ fee to be approved by shareholders’ at the annual general meeting of the Company
Nomination Committee
The Nomination Committee shall comprise exclusively non-executive directors, of whom majority must be independent. The Nomination Committee must review the appointment, resignation, termination of directors, company secretaries and key personnel before recommending to the Board of Directors for approval and ensure that the relevant documentation are duly executed and documented. It is also responsible to evaluate the performance of the Board as a whole and Individual Directors and report to the Board on areas to be improved upon, if any.
The Nomination Committee is also delegated to review candidate for appointment as new Director of the Company, if any, as well as to recommend to the Board, the Directors who are due to retire for reelection and/or reappointment at the Company’s annual general meeting.
Access to Information and Independent Advice
The directors should have access to all information within a Company whether as a Board or in their individual capacity. It is essential for directors, particularly non-executive directors, who are not involved in the day-to-day operations of the Company, to have access to the information that enables them to better understand and assess the Company’s performance.
Pursuant to paragraph 15.04 of the MMLR, every director has the right to the resources, whenever necessary and reasonable for the performance of his duties, at the cost of the Company and in accordance with a procedure to be determined by the Board, including but not limited to obtaining:-
- Full and unrestricted access to any information pertaining to the Company;
- Full and unrestricted access to the advice and services of the Company Secretary; and
- Independent professional or other advice.
Continuing Education
It is important for directors to keep abreast of regulatory changes and developments in corporate governance through reading and attendance at relevant training programmes. Directors should also keep up with broad business trends through the reading of relevant industry and business publications, attending relevant conferences and expositions, and meeting up with authorities, financiers, overseas businessmen and others who may be a source of useful information. The Board via Nominating Committee must evaluate the training needs of its directors and ensure that their training needs are met. Competencies of members need to be refreshed by participation in:-
- Seminars and workshops that highlight techniques of enhancement of shareholder value and methods of evaluating business performance and capital proposals;
- Updating of regulatory and legislative reforms that impact Board and committee work;
- Understanding of financial statements and investment products which the Company may be exposed to; and
- Industry conferences and trade shows which strengthen professional networking and enable the gaining of insights of customers and competitors.
In relation to directors’ training, paragraph 15.08 of the MMLR requires directors to comply with the following:-
(1) A director of a listed company must ensure that he attends such training programmes as may be prescribed by Bursa Securities from time to time.
(2) Bursa Securities considers continuous training for directors of listed companies as important to enable the directors to effectively discharge their duties. In this respect, the Board of a listed company must on a continuous basis, evaluate and determine the training needs of its directors. The subject matter of training must be one that aids the director in the discharge of his duties as a director. The Board must disclose in the listed company’s annual report whether its directors have attended training for the financial year. Where any of its directors have not attended any training during the financial year, the Board must state the reasons thereof in the annual report for each director.
Chapter 9 Appendix 9C (Part A, Paragraph 28) of the MMLR mandates a statement by the Board containing a brief description on the type of training directors have attended for the financial year. Where any of the directors have not attended any training during the financial year, the reasons thereof for each director must be stated.
Time Commitment
The Board to set out expectations on time commitment for attending Board Meetings and General Meetings for all Directors and protocols for accepting new directorships.
The Directors are expected to confirm that they will be in a position to allocate sufficient time to meet the expectation of his role as a Director.
The Directors are advised to notify the Chairman including indication of time that will be spent on the new appointment before accept any new directorship.
Code of Conduct for Directors
- To uphold the best interest of the Company and/or Group and its stakeholders;
- To have a clear understanding of the objectives, capabilities and capacity of the Company;
- To devote time and effort to attend meetings and to know what is required of the Board and each of its Directors, and to discharge those functions;
- To ensure at all times that the Company is properly managed and effectively controlled;
- To stay abreast of the affairs of the Company and be kept informed of the Company’s compliance with relevant legislations and contractual requirements;
- To insist on being informed on all matters of importance to the Company in order to be effctive in corporate management and to maintain sufficient detailed knowledge of the Company’s and/or Group’s business and performance and make informed business decision;
- To limit his directorship of companies to a number in which he can best devote his time and effectiveness; each director has to make his own judgement of his abilities and how best to manage his time effectively in the Company in which he holds directorship. In case of directorships in listed issuers, he must comply with the MMLR;
- To have access to the advice and services of the Company who is responsible to the Board to ensure proper procedures, rules and regulations with the requirements of the MMLR;
- To have access to the advice and services of the Company Secretary who is responsible to the Board to ensure proper procedures, rules and regulations are complied with;
- To at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the Company;
- To disclose immediately all conractuial interests whether directly or indirectly with the Company and also to disclose immeidately all related party transactions with the Company and the Group;
- To neither divert to his own advantage any business opportunity that the Company is pursuing nor use confidential information obtained by reason of this office for his own advantage or that or others;
- To at all times act with utmost good faith towards the Company in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his duties;
- To exercise independent judgement and if necessary, openly oppose, if the vital interest of the Company is at stake;
- To act with integrity, professionalism and in good faith;
- To meet regularly with the Managing Director to continuously establish and approve policies;
- To assess, question and challenge the policies and procedures with the intent to identify and initiate management action on issues;
- To keep the Board discussions and deliberations confidential;
- To act in a manner as expected of a fiduciary of interests arising from related party transactions, potential misuse of corporate assets, priviledged information;
- Not to be in competition with the Company;
- To declare any potential conflict of interest.
Promote Sustainability via Corporate Social Responsibility (“CSR”)
The Company is committed to fulfill its CSR and contribute to the realisation of a sustainable future by drawing on strengths based on its core activities. The Company’s commitment towards achieving its CSR vision which is in line with the Group’s corporate mission through:-
- Focusing on the responsibilities emphasised in its corporate philosophy;
- Heartening the communities in which it operates;
- Maintaining high integrity at the market place through ethical business conduct, good corporate governance practices and enhancement of the shareholders’ value;
- Creating a safe and conducive working environment for its employees with great concerns on their safety, health and welfare; and
- Minimising its impact on the environment through implementation of environmental-friendly work processes.