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Board Charter

 




 

 

  1.

INTRODUCTION

   

The Board of Directors (“the Board”) of Ireka Corporation Berhad is committed to ensuring that good corporate governance principles are developed and implemented throughout the Group with the ultimate objective of enhancing shareholders’ value, whilst taking into account the interests of other stakeholders.

  2.

PURPOSE

   

This Board Charter has been endorsed by the Board. It sets out the principles governing the Board and is designed to enhance the standards of Corporate Governance to enable the Board to provide strategic guidance and effective oversight of management of the Company and the Group.

The Charter clarifies the roles and responsibilities of the members of the Board and management to facilitate the Board’s and management’s accountability to the Company and its shareholders. The Charter also assists the Board in the assessment of its own performance and the performance of its Committees.

  3.

COMPOSITION AND BOARD BALANCE

  3.1

The Board comprises members of calibre from a diverse blend of professional backgrounds, skills, expertise and knowledge to enable the Board in discharging its responsibilities in an effective and competent manner.

  3.2

The composition and size of the Board is such that it facilitates the decision making of the Company. In accordance with the Articles of Association of the Company, the Board shall not be less than two (2) Directors and more than twelve (12) Directors.

  3.3

At any one time, at least two (2) or one-third (1/3), whichever is higher, of the Board members are Independent Directors to ensure that the strategies proposed by the executive management are fully deliberated and decisions are arrived at after taking into account the interest of the Group.

  4.

APPOINTMENTS AND RE-ELECTION

  4.1

All Board appointments are approved by the Board upon the recommendation of the Nomination Committee (“NC”). In making the recommendations, the NC will consider the required mix of skills, experience and diversity, including gender, where appropriate, which the Director brings to the Board.

  4.2

The Articles of Association of the Company provides that every newly appointed Director shall hold office only until the next following annual general meeting (“AGM”) and shall then be eligible for re-election. All other Directors shall retire from office once at least in each three (3) years, but shall be eligible for re-election.

  4.3

Pursuant to Section 129(2) of the Companies Act, 1965, Directors who are or over the age of seventy (70) years shall retire at every AGM and may offer themselves for re-appointment to hold office until the conclusion of the next AGM.

  4.4

A Director who is appointed for the first time as a director of a public listed company shall attend the Mandatory Accreditation Programme prescribed by the Bursa Malaysia Securities Berhad within 4 months of its appointment.

  5.

INDEPENDENT DIRECTORS

  5.1

The presence of the Independent Directors is to ensure that there is proper check and balance on the Board as they are able to provide unbiased and independent views in Board deliberations and decision-making of the Board taking into consideration the interests of the Group and the minority shareholders.

  5.2

A Director will be considered independent if he has no material relationship with the Company that may interfere with the exercise of his independence from Management and the Company and subject to the requirements as stated in the Main Market Listing Requirements. Family ties and cross-directorships may be relevant in considering interests and relationships which may compromise independence, and should be disclosed by the Directors to the Board.

  5.3

The Board undertakes to assess the independence of its Independent Directors upon his proposed appointment, annually and when any new interest or relationship develops.

  5.4

The Board shall appoint a Senior Independent Non-executive Director who will attend to any query or concern raised by shareholders.

  5.5

The tenure of an Independent Director shall not exceed a cumulative term of nine (9) years. Upon the completion of the nine (9) years, the Independent Director may continue to serve on the Board subject to the Director’s re-designation as a Non-Independent Director. However, the Board may seek the shareholders’ approval in the event the Board retains an Independent Director who has served in that capacity for more than nine (9) years and provide strong justification to the shareholders at a general meeting.

  6.

ROLES AND RESPONSIBILITIES

  6.1

THE BOARD

   

The Board takes full responsibility for the overall performance and business affairs of the Company and the Group. The principal responsibilities include, but not limited to the following:-

    a. reviewing and adopting strategic plans for the Group;
    b. overseeing the conduct of the Group's businesses to evaluate whether the businesses are being properly managed;
    c. identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures;
    d. succession planning, including appointing, training, fixing the compensation of and, where appropriate, replacing senior management;
    e. overseeing the development and implementation of a shareholder and stakeholder communications policy for the Company; and
    f. reviewing the adequacy and integrity of the Group's internal control systems and management information systems; including systems for compliance with applicable laws, regulations, rules, directives and guidelines.
  6.2

THE CHAIRMAN AND GROUP MANAGING DIRECTOR

  6.2.1

The roles of the Independent Non-executive Chairman and Group Managing Director are distinct and separate to ensure a balance of power and authority.

  6.2.2

The Chairman is responsible for the overall leadership and efficient functioning of the Board. The key roles of the Chairman, amongst others, are as follows:-

    a.

to chair the Board meetings and ensure the efficient organization and conduct of the meetings;

    b.

to chair all general meetings with the shareholders and ensure effective communication with shareholders and relevant stakeholders;

    c. to promote constructive and respectful relations between Directors, and between the Board and Management;
    d. to lead the Board and ensure a balance composition of skills, knowledge and experience within the Board members; and
    e.

to provide governance in matters requiring corporate justice and integrity.

  6.2.3

The Group Managing Director is primarily accountable for overseeing the day-to-day operations to ensure smooth and effective running of the Group. The responsibilities of the Group Managing Director, amongst others, are as follows:-

    a.

Developing and implementing the corporate and financial strategies, annual budget and corporate performance targets of the Company;

    b. Reporting/presenting to the Board on the current and future initiatives of the Company and bringing material and other relevant matters to the attention of the Board in an accurate, timely and regular manner;
    c. Ensuring the adequacy and integrity of the management information, financial control systems and internal control systems of the Company;
    d. Ensuring that the Company has the appropriate risk management practices and policies in place;
    e. Assuming full accountability to the Board for all aspects of the Company’s operations and performance; and
    f.

Maintaining an effective communications policy and overseeing shareholders’ communications.

  6.3

BOARD COMMITTEES

  6.3.1

The Board may from time to time establish committees as is considered appropriate to assist in carrying out its duties and responsibilities. The Board delegates certain functions to the following committees to assist in the execution of its responsibilities:

    a.

Executive Board;

    b.

Audit Committee;

    c.

Nomination Committee; and

    d.

Remuneration Committee.

  6.3.2

The Committees shall operate under clearly defined terms of reference. The committees are authorized by the Board to deal with and to deliberate on matters delegated to them within their terms of reference and make the necessary recommendations to the Board for its consideration and decision making.

  7.

ACCESS TO INFORMATION AND INDEPENDENT ADVICE

  7.1

The Board, whether as a full Board or in their individual capacity, has unrestricted access to all information pertaining to the Group’s business affairs and right to seek independent professional advice, if necessary, at the Group’s expense, to enable them to discharge their duties effectively.

  7.2

The Directors have access to the advice and services of the Company Secretary and senior management, in the furtherance of their duties.

  8.

BOARD MEETINGS

  8.1

The Board meets at least four (4) times annually, with additional meetings to be convened as and when necessary. Board meetings for each financial year are scheduled before the end of the preceding financial year.

  8.2

All Board members are provided with Board report containing relevant documents and information in a timely manner and within reasonable time for Board members to read and understand before participating in discussions and deliberations in Board meetings. All Directors have the right and duty to make further enquiries where they consider necessary. Members of the senior management team are invited to provide insight and to furnish clarification on issues that may be raised by the Board.

  8.3

During these meetings, the Board reviews the Group’s financial performance, business operations, reports of the board committees and results are deliberated and considered. Management and performance of the Group and any other strategic issues that affect or may affect the Group’s businesses are also deliberated.

  8.4

All proceedings of the Board meetings covering the deliberations of issues and the conclusions are recorded in the minutes and later confirmed by the Board.

  9.

FINANCIAL REPORTING

  9.1

The Board aims to present a balanced, clear and meaningful assessment of the Group’s position and prospect in all their reports to the shareholders, investors and regulatory authorities.

  9.2

The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year which have been made out in accordance with the applicable approved accounting standards so as to give a true and fair view of the state of affairs of the Company and the Group at the end of the financial year and of the results and cash flows of the Company and the Group for the financial year then ended.

  9.3

The Directors have responsibility for ensuring that the Company keeps accounting records which disclose with reasonable accuracy the financial position of the Company and the Group which enable them to ensure that the financial statements comply with the financial reporting standard and the Companies Act, 1965 in Malaysia.

  10.

DIRECTORS’ REMUNERATION

  10.1

The Remuneration Committee is responsible for recommending the remuneration packages of Executive Directors for consideration and approval by the Board. The Executive Directors play no part in decision on their own remuneration. The Remuneration Committee reviews the remuneration packages of Executive Directors based on their responsibilities and scope of work, corporate and individual performance, drawing from outside advice as necessary.

  10.2

In the case of Non-executive Directors, the level of remuneration reflects the experience and level of responsibilities undertaken by the particular Non-executive Directors concerned. The determination of the remuneration of the Non-executive Directors is a matter for the Board as a whole. The Company reimburses reasonable expenses incurred by these Directors in the course of their duties as Directors. Non-executive Directors do not participate in decision on their own remuneration packages.

  10.3

The Directors’ fees are recommended by the Board and approved by the shareholders at the AGM.

  11.

DIRECTORS’ TRAINING

  11.1

The Directors shall, from time to time, attend training programmes, seminars and talks to keep abreast with recent developments of the state of economy, management strategies and practices, laws and regulations to enhance their knowledge and skills in order to discharge their duties effectively.

  11.2

The Directors are regularly updated by the Company Secretary on the changes to the Listing Requirements and key corporate governance developments from time to time.

  12.

COMPANY SECRETARY

  12.1

The Board is supported by a suitably qualified and competent Company Secretary, who plays an important advisory role.

  12.2

The Company Secretary is accountable to the Board through Chairman of the Board and Committees on all governance matters.

  12.3

The Company Secretary is a central source of information and advice to the Board and its committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company and the Group.

  13.

INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION

  13.1

The Board values regular communications with shareholders and investors. These include the following:-

    a.

Timely release of announcements and disclosures to Bursa Malaysia Securities Berhad, which include quarterly financial results, award of contracts and any other material information that may affect the investors’ decision making;

    b. Timely release of annual reports, circulars to shareholders and press releases;
    c. Press conference with the media immediately after general meetings to provide them an opportunity to receive an update from the Board on the proceedings at the meetings and to address any queries from the media; and
    d.

Regular meetings with analysts and investors to present and update the Group’s strategy, performance and major developments.

  13.2

Shareholders and investors can access for up-to-date information about the Group through the Company’s website, www.ireka.com.my.

  13.3

The Company regards the AGM as the principal forum for dialogue and interaction with shareholders and aims to ensure that the AGM provides an important opportunity for effective communication with, and constructive feedback from, the Company’s shareholders. The Board presents an overview of the performance of businesses in the Group to keep the shareholders informed and updated on current developments of the Group. The Chairman encourages active participation by the shareholders during the AGM.

  14.

CODE OF ETHICS AND CONDUCT

  14.1

The Directors are expected to conduct themselves with the highest ethical standards. All Directors and employees are expected to behave ethically and professionally at all times and thereby protect and promote the reputation and performance of the Company. The Group communicates its Code of Conduct to all Directors and employees upon their appointment/employment and is deemed to be part of the Terms and Conditions of Service.

  14.2

Directors are required to declare their respective shareholdings, direct or indirect if any, in the Company and related companies and their interests, direct or indirect, in contracts or proposed contracts with the Company or any of its related companies. The Directors concerned are to abstain from deliberating and voting in relation to these transactions or in matters affecting their personal, business or professional interests.

  14.3

Each Director will, at all times act honestly, fairly and diligently in all respects in accordance with the laws applicable to the Company.

  15.

REVIEW OF BOARD CHARTER

   

The Board Charter is available for reference on the Company’s corporate website, www.ireka.com.my.

The Board will periodically review the Board Charter and make necessary changes to ensure that they remain consistent with the Company’s objective, current law and practices.