Corporate Governance

Board Charter
PDPA
Terms of Reference
Board Charter of Johore Tin Berhad’s Group of Companies

 

1. OBJECTIVE
The objective of the Board Charter is to outlining the roles and responsibilities of the Directors of the Group.

2. STRUCTURE AND MEMBERSHIP
The Board consists of six (6) Directors which includes three (3) Executive Directors and three (3) Independent Non-Executive Directors. Under the prescribed requirement of Bursa Securities’ Listing Requirements, Para 15.02(3) stated that one-third (1/3) of the members or at least two (2) Directors, whichever is higher, are Independent Non-Executive Directors.

3. FORMAL SCHEDULE OF MATTERS
A. Delegation to Management
The Board should delegate certain powers and authorities to the Board Committees, Directors and Management, in order for them to discharge their fiduciary duties in more efficient and effective manners.

Each Committee is clearly defined in term of authority, duties and responsibilities. The Committee will then communicate with the Management to further discuss the matters that highlighted by the Board and review the actions taken by the Management periodically. As for the employees, there are also clearly defined in roles and responsibilities based on their job function.

B. Board Meetings and Agenda Setting
All the agenda items should be received by the Directors at least seven (7) days before the meeting. The Board meetings are scheduled at least once every quarter and additional meetings will be held as and when necessary.

Besides meeting up in conference room to discuss and approve the relevant matters of the Group, the Board also adopts resolution passed by way of circular resolutions to the Directors, with all the necessary information and sufficient time for discussion before exercising their judgment and decision.

C. Board Processes in Meetings
During the meetings, the Board should discuss any outstanding matters in the previous agenda and review the Management's action. For the current agenda, the Board's discussion should include review and monitor of current period's financial performance and future prospects of the Group, risk management framework and system of internal control, adverse publicity/rumours concerning the Group, changes in regulatory requirements in the business that the Company operates in and monitoring the Management's performance.

D. Monitoring of Financial Performance
The Board should conduct a review of the Group's funding requirements on a continuing basis, including significant treasury matters, approval of financing arrangements, cheques and other signatories.

The Board should ensure proper procedures are put in place and that the financial statements (including quarterly/year end announcements) of the Group are reviewed for integrity and approved for timely lodgement with, and/or release to, the various authorities and market.

E. Risk Management
The Board should identify, assess and monitor key business risks to safeguard shareholders' investments and Group's assets, including the relevant measures deployed by Management to address the said risks.

The Board must understand the principal risks of all aspects of the business that the Group is engaged in and recognise that business decisions require the incurrence of risk. The Board must ensure that there is in place systems that effectively monitor and manage these risks with a view to the long term viability of the Group.

An annual review of the risk management process, including the procedures thereof, should be carried out.

F. Effectiveness in Monitoring the System of Internal Controls
The Board should ensure appropriate resources are available to set up and manage information systems that all information received is relevant and reliable on a timely basis and that the Group is not exposed to unmanaged financial and operational risks.

Periodic testing of the integrity of the internal control procedures and processes must be conducted to ensure the system set-up is viable and robust enough to assist Management realising Group's objectives.

G. Succession Planning, Self-Evaluation and Appointments
The Board must review and ensure that the appointment, resignation/termination of Directors, Company Secretary, Auditors and Key Management Officer are duly executed and documented.

H. Remuneration Review
The Board should review for approval recommendations from the Remuneration Committee on the remuneration packages of Executive Directors and recommend Directors' fees for shareholders' approval at the Annual General Meeting.

4. POSITION DESCRIPTION
A. Role of Chairman
The Board is headed by a Chairman, and must be a Non-Executive Director which assumes the following responsibilities:
a) Monitor the workings of the Board, especially the conduct of Board meetings;
b) Ensure that all relevant issues for the effective running of the Group's business are on agenda;
c) Ensure that quality information to facilitate decision making is delivered to Board members on a timely basis;
d) Encourage all Directors to play an active role in Board activities;
e) Chair general meetings of shareholders; and
f) Liaise with CEO and the Company Secretary on the agenda for Board meetings.

If the Chairman is not an Independent Director, the Board should comprise a majority of Independent Directors to ensure a balance power and authority on the Board.

B. Role of CEO
The CEO is responsible for overseeing the daily operations, overall management effectiveness, implementation of the strategies and policies adopted by the Board and seeking long term growth to achieve the Group's objectives.

C. Roles of Executive and Non-Executive Directors
The Executive Directors are responsible for formulating the policies and decisions of the Board, monitoring the day-to-day operations as well as coordinating the business development and corporate strategies of the Group.

Non-Executive Directors should provide unbiased and independent judgment, contributing their knowledge, skills and expertise in the formulation and implementation of the strategies and policies towards decision making.

Non-Executive Directors may act as a bridge between Management and stakeholders, particularly shareholders. They could provide the relevant checks and balances, focusing on shareholders' and other stakeholders' interests and ensuring that high standards of corporate governance are applied.

5. APPOINTMENT OF BOARD COMMITTEES
The Board has delegated certain responsibilities to the Board Committees to assist them in discharging their fiduciary duties, which operates within the clearly defined terms of reference. However, the Board remains responsible for the overall conducts of the Board Committees.

The following are the Board Committees of the Group:
a) Audit Committee;
b) Nomination Committee;
c) Remuneration Committee; and
d) Risk Management Committee.

6. DIRECTOR’S ORIENTATION AND EDUCATION PROGRAMME
It is important for Directors to keep abreast of regulatory changes and development in corporate governance through reading and attending 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.

Under the Bursa Securities' Listing Requirements, Para 15.09 which require all Directors to comply with the following:
a) A Director of a listed company must ensure that he attends such training programmes as may be prescribed by the Exchange for time to time; and
b) The Exchange 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 any 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.

The Board 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:
a) Seminars and workshops that highlight techniques of enhancement of shareholder value and methods of evaluating business performance and corporate proposals;
b) Updating of regulatory and legislative reforms that impact Board and Committee work;
c) Understanding of financial statements and investment products which the Group may be exposed to;
d) Industry conferences and trade shows which strengthen professional networking and enable the gaining of insights of customers and competitors; and
e) Field trips to Group operations to gain actual knowledge of staff, factory and department.

7. INDEPENDENT PROFESSIONAL ADVICE
The Board should ensure that all Directors, particularly Non-Executive Directors, have full access to all information within the Group so that enables them to better understand and assess the Group's performance.

Under the Bursa Securities' Listing Requirements, Para 15.04 stipulated that a listed company must ensure that every Director has a right to the resources, whenever necessary and reasonable for the performance of his duties, at the cost of the listed company and in accordance with a procedure to be determined by the Board, including but not limited to obtaining:
a) Full and unrestricted access to any information pertaining to the listed company;
b) Full and unrestricted access to the advice and services of the Company Secretary; and
c) Independent professional or other advice.

8. REVIEW OF THE CHARTER
The Board will review and update the Charter periodically in accordance with the needs of the Group and any new regulations that may have an impact on the discharge of the Board's responsibilities.

Updated on 17/01/2014