The Board of Directors is committed to ensure that the Principles and Recommendations in Corporate Governance 2012 are observed and practised in order to protect and enhance the interest of all stakeholders.
This Board of Directors’ Charter, based on the established Edaran’s Group Charter and Malaysian Code on Corporate Governance 2012 (MCCG2012) guidelines have been adopted by the company to assist the Board and its committee in the exercise of their responsibilities.
Audit Committee Terms of Reference
- Composition of Audit Committee
1.1.?? The Board of Directors (Board) shall appoint the Audit Committee from amongst the Directors which fulfils the following requirements:
- The Audit Committee must be composed of not fewer than 3 members;
- All the Audit Committee members must be non-executive directors, with a majority of the members being independent directors; and
- At least one member of the Audit Committee:-
- Must be a member of the Malaysian Institute of Accountants; or
- If he is not a member of the Malaysian Institute of Accountants, must have at least 3 years’ working experience and –
i. He must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or
ii.He must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967; or
iii.Fulfill such other requirements as prescribed or approved by the Exchange.
- No alternate director shall be appointed as a member of the Audit Committee.
1.2.?? The members of the Audit Committee shall elect a chairman among themselves who is an independent director.
- Roles and Responsibilities of the Audit Committee
The Audit Committee shall undertake the following functions and report, where necessary to the Board of Directors:
- Review with the external auditor, its audit plan.
- Review with the external auditor, its evaluation of the system of internal controls.
- Review with the external auditor, its audit report.
- Review the assistance given by the employees of the Company to the external auditor.
- Review the adequacy of the scope, functions, competency and resources of the internal audit functions and ensure that it has the necessary authority to carry out its work.
- Review the internal audit programme, the results of the internal audit programme, processes or investigations undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function.
- Review the quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing particularly on changes in or implementation of major accounting policy changes, significant or unusual events and compliance with accounting standards and other legal requirements.
- 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.
The principal objective of the Nominating Committee is to assist the Board of Directors in their responsibilities in nominating new nominees to the Board of Directors. The proposed appointment of new member(s) of the Board is recommended by the Nominating Committee to the Board for approval. The Nominating Committee shall also assess the performance of the Directors of the Company on an on-going basis.
- Composition of Members
The Nominating Committee shall comprise exclusively of non-executive directors, a majority of whom must be independent. The committee shall be appointed by the Board from amongst the Directors. The members of the Committee shall elect from among its members a Chairman and the Chairman shall be an independent non-executive director.
If the members for any reason resign that results to the number of members is reduced to below three (3), the Board shall within three (3) months of the date of the event, appoint such number of new members as may be required to make up the minimum number of three (3) members.
- Roles and Responsibilities of the Nominating Committee
The Nominating Committee’s responsibilities are as follows:
- Recommend to the Board, technically competent persons of integrity with a strong sense of professionalism and who practise the highest standards for appointment as members of the Board of Directors, Managing Director and members of Board Committees.
- Review the Board structure and balance of appointments between Executive and Non-Executive Directors.
- Review the adequacy of the Committee structures of the Audit, Nominating, Remuneration and other Board Committees.
- Review, on an annual basis, the required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board.
- Carry out the process endorsed by the Board for assessing the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director.
The Articles of Association states that at each Annual General Meeting (AGM), one-third of the Directors are required to retire from office. All Directors shall retire from office at least once in every three years and shall be eligible for re-election.
In carrying out the duty the duties and responsibilities, the Committee is authorised to seek any information it requires from management. The Committee is authorised to call for any approprioate person to be in attendance to provide independent advice on any matters within the scope of responsibilities. All the members of the Committee shall have the access tp the advice and services of the Company Secretary.
- Quorum of Meeting
The quorum for a meeting shall consist of not less than two (2) members, majority of members present must be Independent Non-Executive Directors.
- Frequency of Meeting
The Nominating Committee shall have a meeting at least one meeting a year and as frequently as may be required.
- Minutes of Meeting
The Secretary of the Committee shall be the Company Secretary. The Company Secretary shall record, prepare and circulate the minutes of the meetings of the Committee and ensure that the minutes are properly kept and produced for reference if required.