The Board Charter (the “Charter”) formalises the various roles and responsibilities of the Board of Directors, Board Committees and individual Directors of SYF Resources Berhad (“SYF” or the “Company”) with the aim of streamlining and enhancing corporate governance practices towards transparency, accountability and integrity in Boardroom activities.
The Charter incorporates the Principles and Recommendations of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) and the relevant provisions of the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securites Berhad (“Bursa Securities”), the Company’s Articles of Association and the Companies Act, 1965 insofar as the duties and responsibilities of Directors are concerned.
The Charter will be periodically 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.
2. The Board Of Directors
2.1 Roles and Responsibilities
The Board is collectively responsible for the proper stewardship of SYF and its subsidiaries'(“Group”) business and the creation of long term shareholder value, whilst taking into account interests of other stakeholders.
The principle roles and responsibilities of the Board members shall include but not limited to the following:-
1. Ensure that the Group’s goals (includes long-term and medium term goals) are clearly established and that a strategic plan (includes performance targets), which promotes sustainability, is in place to achieve them; and to monitor the implementation of such plans by the Management.
2. Identify principal business risks faced by the Group and ensure the implementation of appropriate internal controls and mitigating measures to manage such risks;
3. Succession planning for senior management and members of the Board (executive Directors), including the implementation of appropriate systems for recruiting, training, determining the appropriate compensation benefits.
4. Ensure that there is in place an appropriate corporate disclosure policy and procedure, which leverage on information technology for effective dissemination of information, to ensure comprehensive, accurate and timely disclosures.
5. Review the adequacy and integrity of the Group’s internal control systems and management information systems which includes appropriately sound framework/systems of reporting and to ensure regulatory compliance with applicable laws, regulations, rules, directives and guidelines.
6. Ensure the Group adhere to high standard of conducts/ethics and corporate behaviour, including the Code of Ethics for the Board (refer to item 6).
2.2 Board balance and composition
The Board consists of qualified individuals with diverse set of skills, experience andknowledge necessary to govern the Company. The composition and size of the Board is such that it facilitates the decision making of the Company.
Pursuant to the Articles of Association of the Company (“AA”), the numbers of the Board members shall consist of a minimum of two (2)and a maximum of fifteen (15).The AA also provides that at the First Annual General Meeting (“AGM”), all Directors shall retire from office. At subsequent AGMs, all Directors shall retire from office at least once in every three (3) years by rotation and shall be eligible for re-election.
Pursuant to Paragraph 15.02 of the Listing Requirements of Bursa Securities, at least one-third (1/3) of the Board shall comprise Independent Directors. In the event the number is not three (3) or in the multiples of three (3), then the number nearest to one-third (1/3) shall be used.
The tenure of Independent Director shall be for a cumulative term of up to nine (9) years since appointment as Independent Director. The Independent Director may continue to serve on the Board beyond the nine (9)-year tenure provided the Independent Director is re-designated as a Non-Independent Director. Where the Board is of the view that the Independent Director can continue beyond the nine (9)-year tenure, it must justify and seek shareholders’ approval.
Directors shall not sit on the boards of more than five (5) listed issuers and before accepting any new directorship, Directors shall notify the Chairman, the notification of which shall include an indication of time that will be spent on the new appointment and whether his appointment is in conflict with the business of the Group.
2.3 Role of Chairman
The Chairman assumes a leadership role in the Board and represents the same to shareholders of the Company. The Chairman is primarily responsible, amongst others, for the following:-
1. Preside at Board and shareholder meetings and ensuring the proceedings thereof comply with good conduct and practices.
2. Ensure timely dissemination of notice of meeting and agenda to Directors, including relevant Board papers and information pertaining to issues scheduled for discussion and/or approval at meetings.
3. Act as facilitator at Board meetings and ensuring that no member, whether executive or otherwise, dominates discussion. The Chairman shall also encourage Board members to participate in discussions and that relevant opinions amongst members are forthcoming, resulting in logical and understandable outcomes.
Pursuant to the AA, the Chairman will have a casting vote in the event of an equality of votes in the Board’s meetings and the general meeting of the Company.
2.4 Role of Executive Directors (including Chief Executive Officer)
The Executive Directors serve as a conduit between the Senior Management and the Board and are responsible for the making and implementing of operational decisions.
In general, the Executive Directors are responsible to the Board for the following key function:-
1. Implementation and achievement of Company’s goals and targets set by the Board.
2. Observance of Senior Management’s authorities delegated by the Board.
3. Develop strategies (including long-term and short-term) which are meant to enable the growth and profitability of the Group.
2.5 Role of Non-Executive Directors (including Senior Independent/Independent Non-Executive Directors)
The roles of Non-Executive Directors encompass the monitoring of Group’s performance and contributing to the development of the Group’s strategy through independent judgment, experience and objectivity. In doing so, the Non-Executive Directors will ensure that the interests of all shareholders are indeed taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.
2.6 Board and Board Members’ Assessment
The Nominating Committee is entrusted by the Board to review the performance and effectiveness of the Board and Board Committees annually. At the same time, the Nominating Committee will also review the composition of the Board covering the required mix of skills, experience and other qualities of Board members, and table for discussion at the full Board.
2.7 Board Committees
The Board may from time to time establish Committees as is considered appropriate to assist in carrying out its duties and responsibilities. Each Board Committee has its own terms of reference in writing, specified by the Board, detailing its roles and responsibilities, structure and composition (whichever is applicable). The Board delegates certain functions to the following Board Committees to assist in the execution of its responsibilities:-
1. Audit Committee
2. Nomination Committee
3. Remuneration Committee
4. Employees’ Share Option Scheme (“ESOS”) Committee
2.8 Board Meetings
The Board shall conduct at least four (4) scheduled meetings annually, with additional meetings to be convened as and when necessary.
All Directors will be provided with the performance and progress reports on a timely basis prior to the scheduled Board meetings. A full agenda of the meeting and all Board papers, including complicated issues or specific matters, would be distributed in advance to ensure Directors are well informed and have the opportunity to seek additional information, and are able to obtain further clarification from the Company Secretary, should such a need arise. Where necessary, the services of other senior management or external consultants will bearranged to brief and help the Directors clear any doubt or concern.
2.9 Directors’ Remuneration
The Board will determine the level of remuneration of Board Members, taking into consideration the recommendations of the Remuneration Committee.
Non-Executive Directors will be paid a basic fee as ordinary remuneration and allowances for attending meetings..
Executive Directors will not receive any Directors’ Fees but will be paid as employees of the Company in accordance with their terms of employment with the Company. The Remuneration package for Executive Directors shall be measured by their contribution and commitment to both the Board and the Company, in terms of performance of the Group and the achievement of the goals (including quantified organisational targets, Key Performance Index and/or personal achievement).
2.10 Company Secretary
The Board shall appoint a qualified Company Secretary who is capable in carrying out the duties to which the post entails, and the removal of the Company Secretary shall be a matter reserved to the Board as a whole. The primary responsibilities of the Company Secretary shall include the following:-
1. Ensure that Board procedures and applicable rules are observed through professional advices and services rendered to the Board.
2. Become the secretary to the Board Committees and maintaining records (includes statutory registers and records) of the Board and Board Committees and its respective meetings.
3. Timely dissemination of information relevant to Directors’ roles and functions and keeping them updated on new or evolving regulatory requirement.
2.11 Access to information & Independent Professional Advice
All Directors shall have unrestricted access to Senior Management and to information pertaining to the Company/Group, including access to the Company auditors and consultants, relevant to the furtherance of their duties and responsibilities as Directors of the Company.
In discharging the Directors’ duties, each member of the Board is entitled to obtain independent professional advice at the cost of the Company. Where such advice is considered necessary for the discharge of his duties and responsibilities as Director and, for the benefit of the Company, such Director shall first discuss with the Chairman before proceeding.
2.12 Declaration of Interest / Conflict of Interest
In the event of the occurrence of a conflict of interest situation, the particular Director is required to declare his interest and excuse himself from the Board discussion, deliberation and voting in respect of those resolutions.
A Director who is in any way, whether directly or indirectly interested in a contract or proposed contract with the Company/subsidiaries of the Company shall declare the nature of his interest in accordance with the provisions of the Companies Act, 1965 and the Listing Requirements.
2.13 Directors’ Training & Continuing Education
All new appointed Directors are required to undergo the Mandatory Accreditation Programme under the auspices of Bursa Securities. In addition, Directors are required to attend relevant training courses/seminars at periodic intervals to keep themselves updated on developments pertaining to the oversight function of Directors as well as technical matters in order to effectively discharge their duties and sustain active participation in the Board deliberation.
3. Financial Reporting
The Company aims to present a clear and balanced assessment of the Group’s financial position and future prospects that extends to the interim and price-sensitive information and other relevant reports submitted to relevant Regulators. The Directors ensure that the financial statements are prepared so as to give a true and fair view of the current financial status of the Company in accordance with the approved accounting standards.
The Audit Committee is entrusted by the Board to assist in ensuring the financial statements (quarterly and annual financial statements) comply with the approved accounting standards.
The Board has established formal and transparent arrangements for considering how financial reporting and internal control principles will be applied and for maintaining an appropriate relationship with the External Auditors through its Audit Committee.
External Auditors, at the invitation of the Audit Committee, will attend the Audit Committee Meeting where the Group’s annual financial results are considered, as well as at meetings to review and discuss the Group’s audit findings, internal controls and accounting policies, as and when the need arises.
Appointment of the External Auditors is subject to the approval of the shareholders at the AGM of the Company. The External Auditors have to retire during the AGM held every year and be re-appointed by the shareholders for the ensuing year at the remuneration to be determined by the Board.
4. Risk Management and Internal Audit Function
The Board is responsible for a total process of risk management and to maintain an adequate and effective system of internal control.
The Risk Committee, which reports to the Audit Committee, carries the primary roles of ensuring that appropriate risk management controls are in place to continuously identify, assess, evaluate, treat/mitigate as well as monitor and report potential risks affecting the Group’s operations.
Currently outsourced to a professional firm, the Internal Audit function, assists the Board in the review and evaluation of the adequacy and integrity of the system of internal control. Review of the Group’s internal control system is carried out on a systematic and cyclic basis and is reported to the Audit Committee on a regular basis.
5. Investor Relations and Shareholders Communication
The Board shall place great importance in ensuring the high standards of transparency andaccountability in its communication to shareholders, as well as to potential investors, analysts and the public. The shareholders shall be informed of all material matters affecting the Company and Group on a timely manner.
The Board will use its best endeavours to carry out poll voting and electronic polling at the Company’s AGM and Extraordinary General Meetings (with the exception of resolving of substantive resolutions as recommended by the MCCG 2012 and resolutions pertaining to Related Party Transaction, pursuant to the provisions of the Listing Requirements ).
As part of the Board’s commitment towards having an effective investor relations and shareholders communication policy, the following have been established:-
1. An interactive and dedicated website for the Group which can be assessed by the public at large at www.syf.com.my.
2. Timely announcements and disclosures made to Bursa Securities, which includes quarterly financial results, changes in the composition of the Company and any other material information that may affect investors’ decision making.
3. The AGM provides an additional forum for dialogue with shareholders and aims to ensure that the AGM provides an important opportunity for effective communication with, and constructive feedback from, the Company’s shareholders.
4. Media and analyst briefings are held by the Company to explain any major corporate exercise and/or to discuss the financial performance of the Group from time to time.
6. Code of Ethics
The Board is committed to achieving and maintaining high standards with regards to the behaviour at work. The Code of Ethics of the Group (the “Code”) as laid outbelow, sets forth the guiding principles which the Directors shall not depart from in conducting the day-to-day duties and operations.
As prescribed under Section 132 of the Companies Act, 1965, Directors of a Company shall at all times act in good faith and in the best interest of the Company. Directors shall adhere to the general principles of integrity, objectivity, accountability, openness, honesty and leadership.
The Directors shall at all times observe the Codeas follows:-
1. Observe high standards of corporate governance, in particular the practices set out in the MCCG 2012, the Listing Requirements of Bursa Securities, the Companies Act, 1965 and the Capital Markets and Services Act, 2007.
2. Not misuse information gained in the course of duties for personal gain or for any other purpose, nor seek the opportunity of the service as Directors to promote private interests or those of connected persons, firms, businesses or other organisations.
3. Directors shall adhere to the regulatory requirements pertaining to trading in the Company’s shares, including insider trading.
Any Director, Employee or public who knows of, or suspects, a violation of the Code, is encouraged towhistle blow or report the concerns to the Senior Independent non-Executive Director or send his concerns or queries to the registered address of the Company or through email. No individual will be discriminated against or suffer any act of retaliation for reporting in good faith onviolations or suspected violations of the Code. Any false whistle blow, after investigation, will be subjected to discriminatory action.