It is the policy of the Company to manage the affairs of the Group in accordance with the appropriate standards for good corporate governance. The Board of Directors (“Board”) has overall responsibility for the proper conduct of the Company’s business and assumes responsibility of effective stewardship and control of the Company.
This Board Charter sets out the authority, role, functions, composition and responsibilities of the Board to assist the Board members to be aware of their duties and responsibilities.
The Board derives its authority to act from the Memorandum and Articles of Association of the Company and the prevailing laws and regulations governing companies in Malaysia.
Composition, Appointment and Re-election
The Articles of Association of the Company provide for a minimum of two (2) Directors and a maximum of nine (9) Directors. The Board is made up of seven (7) members, comprising of four (4) Non-Independent Executive Directors and three (3) Independent Non-Executive Directors. The Board should comprise suitably qualified individuals with diverse set of skills, knowledge, expertise and experience.
On an annual basis, the Board reviews the composition in terms of size, the balance between executive, non-executive and independent Directors and mix of skills. The Board considers the appointment of new director upon the recommendation from the Nomination Committee. In making these recommendations, the Nomination Committee will consider the skills, knowledge, expertise and experience, professionalism, integrity and in the case for the position of independent non-executive directors, their ability to discharge such responsibilities/functions as expected from independent non-executive directors. The Articles of Association of the Company provide that one-third (1/3) of the Directors for the time being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3) are subject to retirement by rotation at each Annual General Meeting and that all the Directors shall retire once in every three (3) years. A retiring Director is eligible for re-election. The Articles of Association also provide that any director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting.
Independence of Director
The Board assesses the independence of the Directors annually by having regard to the criteria adopted for assessing the independence of Directors. The Board would apply these criteria upon admission, annually and when any new interest or relationship develops. Pursuant to the Main Market Listing Requirements, at any one time, at least two (2) or one-third (1/3), whichever is the higher, of the Board members should comprise Independent Directors.
All the Board members shall notify the Chairman of the Board at least one (1) week before accepting any new directorships in public and public listed companies incorporated in Malaysia as well as directorships in corporations with similar businesses operating in the same jurisdiction. The Chairman of the Board shall notify all the Board members at least one (1) week before accepting any new directorships in public and public listed companies incorporated in Malaysia as well as directorships in corporations with similar businesses operating in the same jurisdiction. The notification should include an indication of the time that will be spent on the new appointment.
Role of the Chairman
The Chairman carries out a leadership role in conducting and ensuring effectiveness of the Board and its relations to shareholders and other stakeholders. The Chairman is primarily responsible for:
- Representing the Board to shareholders;
- Ensuring the integrity of the governance process;
- Maintaining regular dialogue with the Executive Directors (“ED”) over all operational matters and consulting with the remainder of the Board promptly over any matters that gives him/her cause for major concern;
- Functioning as a facilitator at meetings of the Board to ensure that no member, whether executive or non-executive, dominates discussion, that appropriate discussions takes place and that relevant opinions among members is forthcoming. The Chairman will ensure that discussions result in logical and understandable outcomes;
- Ensuring that all Directors are enabled and encouraged to participate in its activities. This includes ensuring that all relevant issues are on the agenda and that all Directors receive timely, relevant information tailored to their needs and that they are properly briefed on issues arising at Board meetings;
- Ensuring that Executive Directors look beyond their executive function and accept their full share of responsibilities of governance;
- Guiding and mediating Board actions with respect to organisational priorities and governance concerns;
- Undertaking the primary responsibility for organising information necessary for the Board to deal with items on the agenda and for providing this information to Directors on a timely basis; and
- Performing other responsibilities assigned by the Board from time to time.
Role of the Chief Operating Officer (“COO”)
The position of the COO in essence is to ensure the effective implementation of the Company’s Business strategy, plan and policies established by the Board as well as to manage the daily conduct of the business to ensure its smooth operation.
The COO, in association with the Chairman, is accountable to the Board for the achievement of the Company’s goals and objectives and the COO is accountable to the Board for the observance of management limitations. The COO is expected to act within all specific authorities delegated to him or her by the Board.
Generally, the COO is responsible to the Board for the following:
- Executive management of the Group’s business covering, inter alia, the development of a strategic plan; an annual operating plan and budget; performance benchmarks to gauge management performance against and the analysis of management reports;
- Effectively oversee the human resources of the organisation with respect to key positions in the Group hierarchy and determination of remuneration as well as terms and conditions of employment for senior management and issues pertaining to discipline;
- Assures the Company that its corporate identity, products and services are of high standards and are reflective of the market environment; be the official spokesman for the Company and responsible for regulatory, governmental and business relationships;
- Ensures compliance with governmental procedures and regulations;
- Coordinates business plans with the businesses heads, coordinates management issues through the Board, and divisional function groups and cost containment process in consultation with the Group Accounts and Executive Directors;
- Maintains and facilitates a positive working environment and good employee relations;
- Assists in the selection and evaluation of Board members through the Nomination and Remuneration Committees; and
- Assists the Chairman in organising information necessary for the Board to deal with the agenda and for providing this information to directors on a timely basis.
Roles and Responsibility of the Board
The Board assumes, amongst others, the following roles and responsibilities to facilitate the Board in discharging its fiduciary duties in respect of the Group:
- Review and adopt a strategic plan for the Group
- Ensure that highest standard of corporate governance is practiced throughout the Company and its subsidiaries
- Guides and monitors the affairs of the Group on behalf of the shareholders and retains full and effective direction for the Group
- Oversee and evaluate the conduct of the Group’s businesses
- Identify principal risks and ensuring the implementation of appropriate systems to manage these risks
- Establish a succession plan for senior management
- Oversee the development and implementation of a shareholder communication policy for the Company
- Review the adequacy and the integrity of the management information and internal controls system of the Group
- Formulate corporate policies and strategies
- Approve key matters such as financial results as well as major investments and divestments, major acquisitions and disposals and major capital expenditure in accordance with the limits of authority
In carrying out its duties, the Board has amongst others, a formal schedule of matters specifically reserved for its decision, including overall strategic direction, annual operating plan, capital expenditure plan, material acquisitions and disposals, material capital projects and the monitoring of the Group’s operating and financial performance.
The Board reserve the right to establish Committees from time to time in the discharge of its duties and responsibilities. The Board has established the following committees which shall be operated under clearly defined terms of reference:
- Audit Committee (“AC”)
The Audit Committee assist and support the Board’s responsibility to oversee the Company’s operations by providing a means for review of the Company’s processes for producing financial data, its internal controls and independence of the Company’s external and internal auditors. They are to assist the Board of Directors in discharging its duties and responsibilities in the area of corporate disclosure and transparency, public accountability of the Company and its subsidiaries. The AC also endeavours to adopt practices aimed at maintaining appropriate standards of corporate responsibility and integrity to the Company’s shareholders.
- Nomination Committee
The Nomination Committee oversees matters related to the proposing and nominating of new directors, annually review the required mix of skills, experience and other requisite qualities of directors as well as the annual assessment of the effectiveness of the Board as a whole, its committees and the performance & contribution of each individual director.
- Remuneration Committee
The Remuneration Committee is primarily responsible to determine and recommend to Board the remuneration framework for Directors as well as remuneration packages of Executive Directors in all its form drawing for outside advice if necessary.
The Chairman of the respective Committees will report and update the Board on significant issues and concerns discussed and where appropriate, make the necessary recommendations to the Board. The Board may also delegate specific functions to ad hoc committees, a Director, employee or other person as and when required.
The Board will have minimally four (4) scheduled meetings annually, with additional meetings to be convened as and when necessary. Notice of meetings setting out the agenda and accompanies by the relevant Board papers are given to Directors in sufficient time to enable the Directors to peruse, obtain additional information and/or seek further clarification on the matters to be deliberated. As a Group practice, any Director who wishes to seek independent professional advice in furtherance of his duties may do so at the Group’s expense. Directors shall have access to all the information and records of the Company.
Code of Ethics
The Board observes the Company Directors’ Code of Ethics established by the Companies Commission of Malaysia.
Annual General Meeting (“AGM”)
The Company regards the AGM as an important event in the corporate calendar of which all Directors and key senior executives should attend.
The Company regards the AGM as the principal forum for dialogue 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 Chairman encourages active participation by the shareholders during the AGM by serving notice earlier than the minimum notice period.
The Chairman and, where appropriate, the COO/ED responds to shareholders’ queries during the meeting. Where necessary, the Chairman will undertake to provide a written answer to any significant question that cannot be readily answered at the meeting.
Where necessary, the shareholders is encourage to vote by poll for substantive resolution and the Board must announce the detailed result on each resolution.
Investor Relations and Shareholder Communication
The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Group and as such adopts an open and transparent policy in respect of its relationship with its shareholders and investors.
The Board ensures the timely release of financial results on a quarterly basis to provide shareholders and analysts with an overview of the Group’s performance and operations in addition to the various announcements made during the year.
The Group’s website, www.tsrcap.com, provides easy access to corporate information pertaining to the Group and its activities and is continuously updated.
Relationship with Other Stakeholders
In the course of pursuing the vision and mission of the Group, the Board recognises that no business organisation can exist by maximising shareholders value alone. In this regard, the needs and interests of other stakeholders are also taken into consideration.
The Board is responsible for:
- ensuring the Group’s strategies promote sustainability;
- ensuring the rights of other stakeholders are not being compromised;
- ensuring the Group has in place a policy to enable effective communication not just with shareholders, but with all stakeholders;
- establishing policies governing the Group’s relationship with other stakeholders and the broader community; and
- establishing and maintaining environmental, employment and occupational health and safety policies.
The appointment and removal of the Company Secretary is a matter for the Board as a whole. The Board recognises the fact that the Company Secretary should be suitably qualified and capable of carrying out the duties required of the post.
The key role of the Company Secretary is to provide unhindered advice and services for the directors as and when the need arises, to enhance the effectiveness functioning of the Board and to ensure regulatory compliance.
Other primary responsibilities of the Company Secretary shall include:
- Ensuring that Board procedures and applicable rules are observed;
- Maintaining records of the Board and ensure effective management of organisation’s records;
- Preparing comprehensive minutes to document Board proceeding and ensure decision are accurately recorded;
- Assist in the communication between the Board and management; and
- Carrying out other functions deemed appropriate by the Board from time to time.
Review of the Board Charter
The Board Charter will be periodically reviewed and updated to take into consideration the needs of the Company as well as any development in rules and regulations that may have an impact on the discharge of the Board’s duties and responsibilities.
Publication of the Charter
Key features of the charter are to be outlined in the Annual Report. A copy of the charter is available at the Company’s website.
Code Of Conduct
Malaysia is increasingly dependent on the private sector for sustainable growth in commercial and business activities as well as for overall economic growth, especially with the positive economic developments and the privatisation of national operations such as the postal service, telecommunications, power generation and sewerage system providing disclosure of company reports and accounts for in-depth review.
The business environment and laws will continue to become more complex and this has imposed a greater demand for reasonable competence amongst company directors. It is important to establish a standard of competence for corporate accountability which includes standards of professionalism and trustworthiness in order to uphold good corporate integrity.
The experience within the country has exposed a critical need for the formulation of corporate accountability standards in order to establish an ethical corporate environment.
The principle of this code is based on principles in relation to sincerity, integrity, responsibility and corporate social responsibility.
This Code of Ethics is formulated to enhance the standard of corporate governance and corporate behaviour with the intention of achieving the following aims:
- To establish a standard of ethical behaviour for directors based on trustworthiness and values that can be accepted, are held or upheld by any one person.
- To uphold the spirit of responsibility and social responsibility in line with the legislation, regulations and guidelines for administrating a company.
In the context of this code, a company director means any person who holds the position of director in a corporation irrespective of any designation used, including anyone who follows the directives and advice of a corporate director and who usually takes action, as well as an in-turn or substitute director. A director also includes both executive and non-executive directors as well as executive and non-executive chairpersons.
Code Of Ethics
In the performance of his duties, a director should at all times observe the following codes:
- Should have a clear understanding of the aims and purpose, capabilities and capacity of the Company;
- Should 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;
- Should ensure at all times that the Company is properly managed and effectively controlled;
- Should stay abreast of the affairs of the Company and be kept informed of the Company’s compliance with the relevant legislation and contractual requirements;
- Should insist on being kept informed on all matters of importance to the Company in order to be effective in corporate management;
- Should limit his directorship of companies to a number in which he can best devote his time and effectiveness; each director is his own judge of his abilities and how best to manage his time effectively in the company in which he holds directorship;
- Should 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;
- Should at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the Company;
- Should disclose immediately all contractual interests whether directly or indirectly with the Company;
- Should neither divert to his own advantage any business opportunity that the Company is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others;
- Should 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; and
- Should be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the Company is at stake;
- Relationship with Shareholders, Employees, Creditors and Customers
- Should be conscious of the interest of shareholders, employees, creditors and customers of the Company;
- Should at all times promote professionalism and improve the competency of management and employees; and
- Should ensure adequate safety measures and provide proper protection to workers and employees at the workplace.
- Social Responsibilities and the Environment
- Should ensure that necessary steps are taken in accordance with the law to properly wind-up or strike off the company register if the company has not commenced business or has ceased to carry on business and is not likely to commence business in the future or resume business as the case may be;
- Should adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with government authorities or regulatory bodies;
- Should ensure the effective use of natural resources, and improve quality of life by promoting corporate social responsibilities;
- Should ensure that the activities and the operations of the company do not harm the interest and well-being of society at large and assist in the fight against inflation.
Terms Of Reference Of Audit Committee
The principal objective of the Audit Committee (“Committee”) is to assist the Board of Directors in discharging its duties and responsibilities in the area of corporate disclosure and transparency, public accountability of the Company and its subsidiaries. The Committee also endeavours to adopt practices aimed at maintaining appropriate standards of corporate responsibility and integrity to the Company’s shareholders.
The Committee shall consist of not less than three (3) members, a majority of whom are Independent Directors appointed by the Board. All members of the Audit Committee must consist of Non-Executive Directors. At least one (1) member of the Committee is a member of the Malaysian Institute of Accountants (“MIA”) or alternatively a person who must have at least 3 years working experience and have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act 1967 or is a member of one of the associations of accountants specified in Part II of the said Schedule or alternatively a person who has fulfils such other requirements as prescribed or approved by Bursa Securities.
No alternate director is to be appointed as a member of the Committee. The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board at least once every three (3) years to determine whether such Audit Committee and members have carried out their duties in accordance with their terms of reference. In the event of any vacancy in the Committee resulting in the non-compliance of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”), the vacancy must be filled within three (3) months.
The members of the Audit Committee shall elect a Chairman from amongst their number who shall be an independent director.
In the absence of the Chairman of the Audit Committee, the other members of the Audit Committee shall amongst themselves elect a Chairman who must be an independent director to chair the meeting.
The Committee is authorised by the Board to :
- investigate any activity within the scope of the Committee’s duties;
- have the resources which are required to perform its terms of reference;
- have full and unrestricted access to any information as required to perform their duties;
- obtain any information it requires from any employee(s);
- obtain outside legal or independent professional advice;
- be able to convene meetings with external auditors or both, excluding the attendance of other directors and employees of the Group, and with other external parties, whenever deemed necessary;
- have the authority to form management / sub-committee(s) if deemed necessary and fit; and
- have the authority to delegate any of its responsibilities to any person or committee(s) that is deemed fit.
Duties and Responsibilities
To review the following and report the same to the Board of Directors of the Company:
- the audit plan with external auditors;
- with the external auditors, his evaluation of the system of the internal controls;
- with the external auditors, their management letter and the management’s response;
- with the external auditors, their audit report;
- the assistance given by the employees of the Company to the external auditors;
- the nomination or re-appointment of the external auditors and their audit fees as well as matters pertaining to resignation or change of the external auditors;
- the adequacy of the scope, functions and resources of the internal audit functions and that it has the necessary authority to carry out its work ;
- the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
- to review quarterly results, and year end financial statements, prior to the approval of the Board of Directors, focusing particularly on :
- changes in or implementation of major accounting policy changes;
- significant and unusual events;
- compliance with approved accounting standards and other legal requirements;
- compliance with the Listing Requirements;
- significant adjustments arising from the audit;
- the going concern assumption; and
- major judgmental areas.
- to review any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity.
- to report its findings on the financial and management performance and other material matters to the Board;
- to consider the major findings of internal investigations and management’s response; and
- any other matters as directed by the Board.
The Committee shall establish an internal audit function which is independent of the activities it audits.
The Committee shall oversee all internal audit functions and is authorized to commission investigations to be conducted by internal audit as it deems fit.
The internal auditor shall report directly to the Committee and shall have direct access to the Chairman of the Committee.
All proposals by management regarding the appointment, transfer of dismissal of the internal auditor shall require the prior approval of the Committee.
The Committee shall prepare an Annual Report to the Board that provides a summary of the activities of the Committee and the internal audit function or activity for inclusion in the Company’s Annual Report.
The Committee may report any breaches of the Listing Requirements, which have not been satisfactorily resolved, to the Bursa Securities.
- The Committees shall meet at least four (4) times per financial year to discuss any matters raised by the Auditors in discharging their functions. The quorum for a meeting of the Audit Committee shall be two (2) of which the majority must be independent directors.
- The Secretaries to the Audit Committee shall be the Company Secretaries of the Company or any other person appointed by the Committee. The Secretaries shall be responsible for the co-ordination of administrative details including calling the meetings, voting and keeping of minutes.
- A representative of the Company’s department heads and the external auditors shall normally attend the meeting as and when required.
- The procedures of the meeting are as follows :
- The members may regulate their meetings as they think fit;
- Every notice convening meetings shall specify the place, the day, the hour and the agenda of the meeting and shall be given to all members at least (1) one day before the meeting.
- Any question arising at any meeting of members shall be decided by a majority of votes and a determination by a majority of members. In the case of an equality of votes the Chairman shall not have any casting vote including but not limiting to the case where the quorum is made up of only two (2) members;
- The Minutes of the meetings shall be kept at the registered office of the Company;
- The Audit Committee shall report on each meeting to the Board.