The Board of Directors (“Board”) is accountable and responsible for the performance and affairs of Borneo Aqua Harvest Berhad (“Company”), including practicing a high level of good governance. All Board members are expected to show good stewardship and act in a professional manner, as well as upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.
This Board Charter sets out the composition, roles, responsibilities and processes of the Board and is to ensure all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members.
This Board Charter would act as a source reference and primary induction literature to provide insights to prospective Board members and senior management. In addition, it will assist the Board in the assessment of its own performance and of its individual Directors.
3. THE BOARD
3.1 Board Membership
The Board composition consists of a mix of knowledge, skills and expertise to effectively discharge its stewardship responsibilities in spearheading the Group’s growth and future direction.
The Company has complied with Rule 15.02 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, which requires the Board to have at least two (2) directors or one-third (1/3) of the Board are Independent Directors.
The Independent Non-Executive Chairman is responsible for the Board’s effectiveness and standard of conduct whilst the Managing Director/ Chief Executive Officer (“CEO”) have the overall responsibilities to oversee the business and operations. The clear division of responsibilities between these two roles will ensure a balance of power and authority.
All Independent and Non-Executive Directors do not participate in the day-to-day management of the Group. The Independent Non-Executive Directors have a responsibility to bring independent objective judgments to bear on the Board’s decision. The tenure of an Independent Director shall not exceed a cumulative term of 9 years.
The composition and size of the Board are reviewed from time to time to ensure its
3.1.2 Appointments and Re-election of Directors
All appointments of new directors to the Board are properly made with an established and transparent procedure in compliance with the relevant rules and authorities. Any appointment of additional director will be made as and when it is deemed necessary by the existing Board with due consideration given to the mix and range of expertise and experience required for an effective Board.
In accordance with the Company’s Articles of Association, at each Annual General Meeting (“AGM”), one-third (1/3) of the Directors for time being, or the number nearest to one-third (1/3) with minimum of one (1), shall retire from office and an election of Directors shall take place provided always that each Director shall retire at least once in every three (3) years but shall be eligible for re-election. A Director retiring at a meeting shall retain office until the close of the meeting whether adjourned or not. An election of Directors shall take place each year.
3.1.2 New Directorship
All Board members shall notify the Chairman of the Board before accepting any new directorship. The Chairman shall also notify the Board if he has any new directorship or significant commitments outside the Company.
3.2 Board Role
3.2.1 Duties and Responsibilities
The Board duties and responsibilities are as followings:-
- Reviewing and adopting strategic plan for the Company;
- Overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed;
- Identify principal risks and ensure the implementation of appropriate systems to manage these risks;
- Succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing senior management;
- 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.
3.3 Chairman and CEO
The Board ensures that its Chairman is a non-executive member of the Board. The role of the Non-Executive Chairman and the CEO is distinct and separate to ensure there is a balance of power and authority. The Chairman is responsible for the leadership, effectiveness, conduct and governance of the Board, while the CEO has overall responsibility for the day-to-day management of the business and implementation of the Board’s policies and decisions. The CEO is responsible to ensure due execution of strategic goals, effective operation within the Company, and to explain, clarify and inform the Board on matters pertaining to the Company.
The responsibilities of the Chairman are as follows:-
- to lead the Board and ensure its effectiveness of all aspects of its role;
- to ensure the efficient organization and conduct of the Board’s function and meetings;
- to facilitate the effective contribution of all Directors at Board meetings;
- to promote constructive and respectful relations between Directors, and between the Board and Management; and
- to ensure effective communication with shareholders and relevant stakeholders.
The responsibilities of the CEO are as follows:-
- to develop and implement corporate strategies for the Company;
- to supervise heads of divisions and departments who are responsible for all functions contributing to the success of the Company;
- to ensure the efficiency and effectiveness of the operation for the Company;
- to assess business opportunities which are of potential benefit to the Company; and
- to bring material and other relevant matters to the attention of the Board in an accurate and timely manner.
3.4 Board Committees
The Board established appropriate Committees to assist in the performance of certain duties of the Board under specific terms of reference. The Committees are as follows:
- Audit Committee,
- Nominating Committee, and
- Remuneration Committee.
The Committees shall operate under 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, which are available for reference at the Company’s website at http://www.borneoaqua.com.my. The Chairman of the respective Committees reports to the Board on the outcome of the Committee meetings and such reports or minutes will be included in the Board papers.
3.4.1 Audit Committee
The Audit Committee comprises three members, whom are Independent Non-Executive Directors and meetings shall be held four (4) times in every financial year. The Committee shall report its activities to the Board at each financial quarter and where appropriate in any other manner and time as it deems necessary. The functions of the Committee are as follows:
- To review the following and report the same to the board of directors:
- with the external auditors;
- the external audit plan,
- the evaluation of the system of internal controls; and
- the external audit report.
- the assistance given by the Company’s employees to the external auditors;
- the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary authority to carry out its works;
- 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;
- 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 and unusual events; and
- compliance with accounting standards and other legal requirements;
- any related party transactions and conflict of interest situation that may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity;
- any letter of resignation from the external auditors of the Company; and
- whether there is any reason (supported by grounds) to believe that the external auditors is not suitable for reappointment; and
- Recommend the nomination of a person or persons as external auditors.
3.4.2 Nominating Committee
The functions of the Nomination Committee are as follows:
- Recommend to the Board of Directors the nomination of a person or persons to be a Board member(s) by shareholder(s) or Director(s);
- Recommend to the board, directors to fill in the seats on board committees;
- Assess the effectiveness of the board as a whole, the committees of the board and the contribution of each existing individual director and thereafter, recommend its findings to the board; and
- Review the required mix of skills and experience and other qualities, including core competencies which non-executive directors should bring to the board and thereafter, recommend its findings to the board.
3.4.3 Remuneration Committee
The function of the Remuneration Committee is to recommend to the Board, the remuneration packages of Managing Director and Executive Directors of the Company in all its forms, drawing from outside advice if necessary. The remuneration packages of Non-Executive Directors should be determined by the Board of Directors subject to the shareholders’ approval.
3.5 Processes and procedures for convening Board Meetings
The Board shall conduct at least four (4) meetings annually, with additional
meetings to be convened as and when necessary.
The agenda of the meeting is decided upon focusing on matters that requires Board decision, approval, directions and on items that are truly the Board’s responsibility.
The Secretary shall discuss with the Finance Manager on the agenda item. The final agenda for the meeting would be given to the CEO for his approval and clearance.
Any Director may request for inclusion of any matter in the agenda for a particular Board meeting. The request must be sent 10 days before the meeting for the CEO’s approval.
All Directors will be provided with the performance and progress reports prior to the Board meetings. A full agenda of the meeting and all Board papers, including relevant issues or specific matters, would be distributed to ensure Directors are well informed and have the opportunity to seek additional information, and are able to obtain further clarification from the CEO/Finance Manager, should such a need arise.
Where necessary, the services of other senior management or external consultants will be arranged to brief and help the Directors clear any doubt or concern.
The quorum necessary for the transaction of the business of the Directors shall be two (2) Directors for the time being of the Company.
Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the Chairman shall have a second or casting vote except where two (2) Directors form a quorum and only such a quorum is present at the meeting or only two (2) Directors are competent to vote on the question at issue.
Directors may participate in a meeting of the Directors by means of a conference telephone or similar electronic tele-communicating equipment by means of which all persons participating in the meeting can hear each other and participates throughout the duration of the communication between the Directors and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.
3.6 Directors’ Training & Continuing Education
All Directors have attended and successfully completed the Mandatory Accreditation Programme as required by Bursa Malaysia Securities Berhad. Every Director will undergo continuous training to equip himself/herself to effectively discharge his/her duties as a director from time to time. The Board encourages the Directors to attend any relevant programmes to further enhance their knowledge to enable them to discharge their responsibility more effectively.
3.7 Financial Reporting
The Board has taken reasonable steps to provide a balanced and comprehensive assessment of the Group’s financial performance and prospects, primarily through the annual report and quarterly financial results. In the preparation of the financial statements, the directors have adopted suitable accounting policies and applied them consistently and made judgements and estimates that are prudent and reasonable.
4. SHAREHOLDER AND INVESTORS RELATION
The Board is committed to ensure that the shareholders and other stakeholders are well informed of major development of the Company and the information is communicated timely to them through the followings:
- Annual Report; and
- Various disclosures and announcements made to Bursa Malaysia Securities Berhad including the quarterly results and annual results, which are available publicly on the internet via Bursa Malaysia Securities Berhad’s website at htty://www.bursamalaysia.com.
The Group’s Annual General Meeting (AGM) is an important forum where communications with the shareholders are effectively conducted. Shareholders will be notified of the meeting together with a copy of the Group’s Annual Report at least twenty-one (21) days before the meeting. The Board will ensure that each item of special business included in the notices of the AGM is accompanied by a full explanation of the effects of any proposed resolution.
The Independent Non-Executive Chairman and the Board Members are prepared to respond to all queries and undertake to provide sufficient clarification on issues and concerns raised by the shareholders. The external auditors are also present to provide their professional and independent clarification, if required, on issues highlighted by the shareholders. The Company always maintains and promotes transparency in our business activities and to continually keep the shareholders and public well informed on the Company’s activities.
The Company also maintains a website (http://www.borneoaqua.com.my) which provides another communication channel for investors and shareholders to access corporate information and news related to the Group.
5. CODE OF ETHICS AND CONDUCT
The BAHVEST Code of Ethics and Conduct (“Code”) is to be observed by all Directors and employees of the Group, and the core areas of conduct under the Code include the following:-
- conflict of interest;
- confidential information;
- inside information and securities trading;
- protection of assets;
- business records and control;
- compliance to the law;
- personal gifting and contribution;
- health and safety;
- sexual harassment;
- outside interest;
- air and courteous behavior; and
The Board will review the Code periodically to ensure that it continues to remain relevant and appropriate. The Code is made available for reference in the Company’s website at http://www.borneoaqua.com.my.
6. REVIEW OF THE BOARD CHARTER
The Board Charter will be reviewed periodically and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board’s responsibilities. The Board Charter is made available for reference in the Company’s website at http://www.borneoaqua.com.my.