This Board Charter of Atlan Holdings Bhd (“the Company”) is established to provide guidance and clarity for the Board of Directors (“the Board”) and the Management with regard to the role of the Board and its Committees, the requirements of Directors in carrying out their roles and in discharging their duties towards the Company as well as the Board’s operating practices.
The Board is responsible for the performance and affairs of the Company and its subsidiaries (collectively “the Group”). All Board members are expected to show good stewardship and act in a professional manner and should have sound and sufficient knowledge and expertise to enable effective governance and oversight. The Board shall, in so far possible, apply the principles and practices of good corporate governance in all its dealings for, or on behalf of the Company and to uphold the core values of integrity and enterprise as part of their fiduciary duties and responsibilities.
The purpose of the Board Charter is to set out the roles, duties and responsibilities as well as the composition and processes to enable all Board members, acting on behalf of the Company, to be aware of their duties and responsibilities at all times.
The Board Charter also serves as a comprehensive guide for prospective or new Board members and senior management to understand their roles and responsibilities and the commitment of time and contribution expected of them.
This Board Charter is subject to the provisions of the Companies Act, 1965, the Company’s Articles of Association, the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa”), the recommended principles of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) and any other applicable law or regulatory requirements.
3. The Board
3.1 Board Memberships
An effective Board is the one that made up of a combination of executive directors with intimate knowledge of the business and non-executive directors from diversified industry/business background to bring broad business and commercial experience to the Group.
Pursuant to the Company’s Articles of Association, the number of directors of the Company shall not be less than three (3) directors and not more than eleven (11). At least 2 Directors or 1/3 of the Board, whichever is the higher, shall be non-executive independent directors. The Board must comprise a majority of Independent Directors where the Chairman of the Board is not an Independent Director. However, there may be occasions where the Board may also assess the situation whether it is satisfied with the Board composition which may comprise sufficient Independent Directors of the Board with wide boardroom experience and expertise to provide the necessary check and balance.
The Board through the Nomination Committee shall conduct an annual assessment of the independence of independent directors to ensure the independent director bring independent and objective judgement to the Board. Where the tenure of an independent director exceeds a cumulative term of nine (9) years, the Board shall make recommendation and provide justification to shareholders at a general meeting should it seek to retain director as an independent director. Alternatively, the independent director may continue to serve on the Board subject to the director’s re-designation as a non-independent director.
The Board shall appoint a Senior Independent Director who will also attend to any query or concern raised by shareholders.
The size, composition and diversity of the Board shall be reviewed and determined from time to time to reflect the Company’s requirements and to facilitate effective decision-making.
3.1.2 Appointment and Re-elections
The Nomination Committee shall assist the Board in identifying and recommending suitable potential candidates with the relevant experience required (including gender considerations) for appointment as a director and for approval by the Board thereafter. Any new director so appointed shall be subject to re-election at the next annual general meeting (“AGM”) to be held immediately following the appointment.
At each AGM of the Company, one third (1/3) of the Board shall retire and be eligible for re-election and that all directors shall submit themselves for re-election once every three (3) years.
A director over 70 years of age is required to submit himself/herself for re-appointment annually in accordance with Section 129 of the Companies Act, 1965.
The evaluation of the Board and each individual director, including the Chairman, will be performed annually.
3.2 Board Role
3.2.1 Duties and Responsibilities
The Board has a formal schedule of matters reserved for its decision which include, amongst others, the following: -
- Reviewing and adopting strategic plans for the Company which will enhance the future growth of the Company;
- Overseeing the conduct of the Company’s businesses to evaluate whether the businesses are being properly managed;
- Identifying principal risks of the business and ensuring the implementation of appropriate systems to manage these risks;
- Reviewing the adequacy and integrity of the Company’s internal control systems and management information systems;
- To ensure all candidates appointed to senior management positions are of sufficient caliber and satisfied that there are programmes in place to provide
- for the orderly succession of senior management; and
- Overseeing the development and implementation of a shareholder communications policy for the Company.
3.3 Chairman / Executive Director
There is a clear division of roles and responsibilities between the Chairman (non-executive) and Executive Director. The Chairman holds a non-executive position and is primarily responsible for the leadership of the Board and ensures effectiveness of the Board matters. The Executive Director oversees the business operations of the Group and the implementation of the Board’s decisions and policies. The distinct and separate role of the Chairman and Executive Director, with a clear division of responsibilities, ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making.
3.4 Non-Executive Directors
The Non-executive directors are not involved in the day-to-day management of the Group but they will contribute their particular expertise and experience in developing the business strategy. Their various roles in the Board Committees also contribute towards the enhancement of corporate governance and controls within the Group.
3.5 Directors’ Training
All newly appointed directors will be briefed on the structure and the business activities of the Group and are required to attend the Mandatory Accreditation Programme as required under the Listing Requirements of Bursa.
All directors are encouraged to attend a continuous education or suitable training programme each year to ensure that each director receives regular briefings and updates on changes in risks, laws and regulations, economic scenario and the industry climate affecting the business, and to continuously upgrade their knowledge and understanding of their roles and responsibilities as directors.
3.6 Board Committees
The Board may from time to time establish appropriate Committees to assist it in the discharge of its responsibilities.
The Committees that have been established by the Board are as follows:-
- Audit and Risk Management Committee
- Nomination Committee
- Remuneration Committee
Each Committee has its own specific terms of reference as approved by the Board. The powers and authority delegated to these Committees are also set out in the terms of reference of each of the Committees.
3.7 Board Meetings
The Board meets at least, quarterly, to consider all matters relating to the overall control, business performance and strategy of the Company. Additional meeting will be called when and if necessary. The relevant reports and Board Papers are distributed to all Directors in advance of the Board Meeting to allow the Directors sufficient time to peruse for effective discussion and decision making during the meetings. All pertinent issues discussed at the meetings in arriving at decisions and conclusions are properly recorded in the discharge of the Board’s duties and responsibilities.
The Company Secretary shall take minutes of the meetings. The minutes must be completed as soon as possible after the meeting and circulated to the Chairman and members of the Board for review thereof. The minutes must be formally approved by the Board at its next scheduled meeting.
3.8 Financial Reporting
In presenting the annual financial statements and quarterly announcements to the shareholders, including other price sensitive public reports and reports submitted to regulators, the Board aims to present a balanced and understandable assessment of the Group’s position and prospects.
4. Company Secretary
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 Board has ready and unrestricted access to the advice and services of the Company Secretaries, who are considered capable of carrying out the duties to which the post entails.
5. Access to Information and Independent Advice
The Board shall have unrestricted access to all Company information, documents, records and property.
The Board will ensure that every Board member has access to independent professional advice, both inside and outside the Company, as and when they consider necessary, in order for them to properly perform their duties.
6. Directors’ Code of Ethics
The Board conducted themselves in an ethical manner while executing their duties and functions, and complied with the Company’s Code of Ethics recommended by the Companies Commission of Malaysia.
In addition to the Company Directors’ Code of Ethics established by the Companies Commission of Malaysia, the Group’s Core Values also give emphasis on the behavioral ethics and conduct that sets out the sound principles and standards of good practice within the Group’s business landscape, which are expected to be observed by the Directors and employees. Both Directors and employees are required to uphold the highest integrity in discharging their duties and in dealings with various stakeholders such as shareholders, customers, fellow employees and regulators.
7. Adoption and Review of Charter
The Board Charter has been adopted by the Board on 29 April 2014. Any subsequent amendment to the Charter can only be approved by the Board.
The Board Charter will be reviewed 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.