The Board of Directors (“Board”) of Acme Holdings Berhad (“Acme” or “the Company”) is committed to ensure that good corporate governance is being practised by the Group in order to safeguard stakeholders’ interests as well as enhancing shareholders’ value.
Purpose of Charter
The Board Charter sets out a list of specific functions that are reserved for the Board. The Board Charter addresses, which include amongst others, the Board obligations and liabilities, Directors’ Code of Ethics, role of the Board, Chairman and Managing Director, appointment of new directors, the right balance and composition of the Board, remuneration policy and the establishment of Board Committees together with the required mandate and activities.
The Board derives its authority to act from the Memorandum and Articles of Association of the Company and the law and regulations governing companies in Malaysia.
The present Board of Directors, headed by the Chairman is comprised of:
• 2 Executive Directors
• 3 Independent, Non-Executive Directors
The composition of the Board is in compliance with the Main Market Listing Requirements (“LR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the Code. It also balanced to reflect the interests of the major shareholders, management and minority shareholders. Collectively, the Directors bring a wide range of business and financial experience relevant to the direction of the Group.
The Board is well balanced with the presence of Independent Non-Executive Directors who are of caliber and collectively provide independent assessments and judgments in the decision making process of the Board.
Notwithstanding the recommendation of Malaysian Code on Corporate Governance 2012 (“MCCG 2012” or “the Code”), the Board is presently of the view that there is no necessity to fix a specific gender diversity policy.
The Company strives to have a Board member with suitable academic and professional qualifications, skills, expertise and wide exposure.
The Code requires a formal and transparent procedure to be established for appointment of new Directors to the Board. The Code also endorses the establishment of a Nominating committee, comprised exclusively of Non-Executive Directors, a majority of whom are Independent to propose new nominees to the Board and to assess directors on an on-going basis.
The Nominating Committee had been established on 26 August 2002 by the Board. The Nominating Committee is responsible for assessing the nominee(s) for directorship and Board Committee membership and thereupon submitting their recommendation to the Board for decision.
Election and re-election
Pursuant to Section 129(2) of the Companies Act, 1965, Directors who are over the age of 70 years shall retire at every annual general meeting and may offer themselves for re-appointment to hold office until next annual general meeting.
In accordance to the Company’s Articles of Association, one-third (1/3) of the Directors shall retire from office provided always that all Directors shall retire from office once at least in each three years, but shall be eligible for re-election. Directors who are appointed by the Board to fill a casual vacancy shall hold office until the next following Annual General Meeting and shall then be eligible for re-election but shall not taken into account in determining the Directors who are to retire by rotation at the meeting.
The performance of those Directors who are subject to re-appointment and re-election of Directors at the AGM will be assessed by the Nominating Committee whereupon recommendations are submitted to the Board for decision on the tabling of the proposed re-appointment or re-election of the Director concerned for shareholders’ approval at the next AGM.
Independence of Director
The Independent Non-Executive Directors are not employees and they do not participate in the day-to-day management as well as the daily business of Acme. They bring an external perspective, constructively challenge and assist Company to develop corporate strategy, scrutinize the performance of Management in meeting approved goals and objectives, and monitor the risk profile of the Company’s business.
The Board has upon their annual assessment, concluded that each of the 3 Independent Non-Executive Directors continues to demonstrate conduct and behavior that are essential indicator of independence, and that each of them continues to fulfill the definition of independence as set out in LR
Notwithstanding the recommendation of the Code, the Board is presently of the view that there is no necessity to fix a maximum tenure limit for Directors as there are significant advantages to be gained from the long-serving Directors who possess tremendous insight and knowledge of the Company’s businesses and affairs. Similarly, the Board does not set a time-frame on how long an Independent Director should serve on the Board, mainly for the following reasons:-
• The ability of a Director to serve effectively as an Independent Director is very much dependent on his calibre, qualification, experience and personal qualities, particularly his integrity and objectivity, and has no real connection to his tenure as an Independent Director.
• Nominating Committee would conduct an annual assessment of Independent Directors in respect of inter-alia their skills, experience and contributions, and whether the Independent Directors are able to discharge their duties with unbiased judgement. Furthermore, the Nominating Committee also would review the Directors Profile of Independent Directors and assess its family relationship, interest of shareholdings in the Company and related party transactions with the Group (if any).
Notwithstanding the recommendation of the Code, the Board is presently of the view that there is no necessity to appoint a Senior Independent, Non-Executive Director to whom shareholders may address their grievances and concerns. However, the Board will collectively be responsible to address all grievances and concerns brought up by the shareholders.
The Company has in place its procedures and criteria for appointment of new directors. All candidates for appointment are first considered by the Nominating Committee, taking into account the mix of skills, competencies, experience, professionalism and other relevant qualities required to well manage the business, with the aim to meet the current and future needs of the Board composition. The Nominating Committee also evaluates the candidates’ character and ability to commit sufficient time to the Group. Other factors considered for appointment of Independent Director will include the level of independence of the candidates.
Role of Board
The Board recognised its stewardship responsibility to lead the Group towards the highest level of corporate governance, strategic decisions and standard of conducts. To ensure the effective discharge of its function and responsibilities, the Board established an internal governance model for delegating of specific powers of the Board to the relevant Board Committees, the Managing Director (MD) and the Senior Management of the Company. The Board has direct access to Senior Management and has unrestricted and immediate access to information relating to the Group’s business and affairs in the discharge of their duties. The Board will consider inviting the Senior Management to attend meetings for reporting on major issues relating to their respective responsibility.
Chairman and Managing Director (“MD”)
The Board is well balanced with the presence of majority of the Independent Non-Executive Directors who are of caliber and collectively provide independent assessments and judgments in the decision making process of the Board. The role of the Managing Director is presently assumed by the Executive Chairman.
Notwithstanding the recommendation of the MCCG 2012, the Board is presently of the view that with the current size of the Board is adequate and facilitates effective decision making.
The Board, in discharging its fiduciary duties, may from time to time establish Committees as it considers necessary to assist it in carrying out its responsibilities.
The Board has established 3 Board Committees, namely Audit Committee, Remuneration Committee and Nominating Committee, each entrusted with specific tasks and operates within clearly defined terms of reference approved by the Board. The Chairman of the respective Committees reports to the Board on the outcome of the Committee meetings.
The Chairman of the Audit Committee, Remuneration Committee and Nominating Committee would inform the Directors at Board meeting, of any salient findings deliberated at the respective Committee meetings and which require the Board’s notice or direction.
The respective committees’ terms of reference are available for reference at the Company’s website.
Board meetings are scheduled in advance at the beginning of each calendar year to enable Directors to fit the year’s meeting into their own schedule. The Board meets at least four (4) times a year at quarterly intervals with formal schedule matters reserved to it. Additional meetings shall be convened whenever there is urgent and important decisions need to be taken between the scheduled meetings. At each regularly scheduled meeting, full financial business review including business performance is carried out. Besides Board meetings, the Board also exercises control on matters that require Board’s approval through Directors’ Circular Resolutions. Amongst others, key matters such as approval of annual and quarterly results, financial statements, major acquisitions and disposals, major expenditure, risk management policies and appointment of Directors are discussed and decided by the Board.
All proceedings of the Board meetings are minuted.
Access to Information and Independent Professional Advice
The Board is supplied with full and timely information to discharge their duties and responsibilities effectively. All Directors are supplied with an agenda and a set of Board Papers issued in sufficient time prior to Board Meetings to ensure that the Directors can appreciate the issues to be deliberated and to obtain necessary further explanations and proper briefing before the meeting. The Board reports provide, amongst others, periodical financial and corporate information, significant operational, financial and corporate issues, performance of the various business units and management proposals that require Board’s approval. In addition, there is a schedule of matters reserved specifically for the Board’s decision which included the approval of corporate policies and procedures, Group operational plan and budget, acquisitions and disposals of assets that are material to the Group, major investment, risk management policies, changes to management and control structure of the Group. Information provided to the Board goes beyond quantitative performance data to include other qualitative information such as major operational and financial issues. Where a potential conflict of interest may arise, it is mandatory practice for the Director concerned to declare his interest and abstain from the decision-making. In exercising their duties, the Directors have access to all information within the Company. All Directors have access to the advice and services of the Company Secretary and may also seek independent professional advice from external consultants at the Company’s expenses if deemed reasonable and necessary. At Board meetings, the Management updates the Board on the business and market factors relevant to the Group.
It is vital for the Group to attract and retain Directors of the necessary caliber to run the Group successfully. In line with requirements of the Code, the Group has established a Remuneration Committee with the objective of developing remuneration strategies that drive performance and provide levels of reward which reflect that performance for the Executive Directors.
The Remuneration Committee recommends to the Board, the remuneration framework and package of the Executive Directors, taking into consideration of the experience, level of responsibilities undertaken and the performance of each Executive Director. Directors’ fees are recommended by the Board for approval by the shareholders of the Company at Annual General Meetings.
The current remuneration policy of the Group is summarised as follows:
a) The Directors’ salary for Executive Directors are set at a competitive level for similar roles within comparable markets, reflect the performance of the director, skills and experience as well as responsibility undertaken.
b) Directors’ Fees are based on a standard fixed fee and are subject to approval by its shareholders at the AGM.
c) Meeting Allowance – All the Directors are entitled to a fixed amount of allowance paid in accordance with the number of meeting attended during the year.
d) The RC may obtain independent professional advice in formulating the remuneration package of its Directors.
The Board should report to the shareholders on the Directors’ remuneration and this should be included in the annual report.
Board Evaluation and Performance
The Nominating Committee evaluates the performance of the Board as a whole on an annual basis.
The Nominating Committee ensures that all assessments and evaluations carried out are properly documented.
The Board Committees shall also regularly be reviewed by the Board to ascertain their performance and effectiveness.
Directors’ Training & Continuing Education
All the Directors have attended and successfully completed the Mandatory Accreditation Programme (MAP) conducted by Bursatra Sdn. Bhd. to enhance their skills in the area of corporate governance.
The Directors are mindful that they should continue to attend training programmes to enhance their skills and knowledge where relevant, as well as to keep abreast with the changing regulatory and corporate governance developments. Therefore, the members of the Board shall attain the training, from time to time, on areas relevant to their duties and responsibilities as Directors by attending external seminars/talks and internally facilitated sessions and through reading materials.
The Company Secretaries play an advisory role to the Board in relation to the Company’s constitution, Board’s policies and procedures and compliance with the relevant regulatory requirements, codes or guidance and legislations. The Company Secretaries support the Board by ensuring that all Board meetings are properly conducted and deliberations at the Board and Board Committee meetings are well captured and recorded. The Company Secretaries also keep the Board updated on changes in the LR and directives issued by the regulatory authorities, and the resultant implications to the Company and the Directors in relation to their duties and responsibilities.
Investor Relations And Shareholder Communication
Acme dispatches its notice of AGM to shareholders more than twenty-one (21) days before the AGM, in advance of the notice period as required under the Companies Act, 1965 and LR. The additional time given to shareholders allows them to make necessary arrangements to attend and participate either in person, by corporate representative, by proxy or by attorney.
The Articles of Association of the Company further accord proxies the same rights as members to speak at the general meeting. Essentially, a corporate representative, proxy or attorney is entitled to attend, speak and vote both on a show of hands and on a poll as if they were a member of the Company. In addition to the above, time will be allocated during AGM for dialogue with shareholders to address issues concerning the Group.
Apart from the commitment of the Group to ensure that all material information relating to the Group is disclosed in a timely manner through announcements to Bursa Securities, the Board plans to establish an investor relations programme as a channel for regular communication with shareholders, stakeholders, investment analysts, fund managers and the media. In line with the recommendation by the LR and the Code, material information is disseminated through Bursa Securities website at www.bursamalaysia.com., include:
1. Quarterly announcements
2. Annual reports
3. Circular to shareholders
4. Other important announcements
The Group also maintains a website at www.acmeholdings.com.my which provides information, qualitative and quantitative, on the Group’s operations and corporate developments.
Review of the Board Charter
The Board will review this Charter from time to time and make any necessary amendments to ensure they remain consistent with the Board’s objectives, current law and practices.
Any updates to the principles and practices set out in this Charter will be made available on the Company’s website.
Code of Ethics
The Code of Ethics for Directors includes principles relating to their duties, conflict of interest and dealings in securities are available at the Company’s website.