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INVESTOR
RELATIONS
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Board Charter
1. INTRODUCTION
This Board Charter sets out the principles for the operation of
the Board of Directors ("Board") of Tiger Synergy Berhad ("TSB
or "the Company") and describes the functions of the Board and
those functions delegated to the Management of the Company.
The Board has primary responsibility to shareholders for the
welfare of the Company and its subsidiaries ("the Group"). The
Board is responsible for guiding and monitoring the business and
affairs of the Group. The Board recognizes the importance of
good corporate governance in the operations of the Group.
This Board Charter is established to promote high standards of
corporate governance and is designed to provide guidance and
clarity for Directors and Management with regard to the roles of
the Board and its committees. This Board Charter does not
overrule or pre-empt the statutory requirements and other
relevant statutes. This Board Charter shall form an integral
part of each Director's duties and responsibilities.
2. COMPOSITION OF THE BOARD
2.1 The Board shall be of a size and composition that encourages
diversity in perspectives and skills, which would enable the
Board to have a better understanding of and deal more
effectively with the current/emerging issues relating to the
business of the Group.
2.2 The Board shall ensure that at least two (2) Directors or
one-third (1/3), whichever is
higher, of the Board members are Independent Directors. If the
Chairman is not an Independent Director, the Board shall
comprise a majority (more than half) of Independent Directors.
2.3 The appointment of a new member to the Board is made only
after consultation with the Nomination Committee.
2.4 The Board recognizes the importance of having a clearly
accepted division of power and responsibilities at the head of
the Company to ensure a balance of power and authority. It is
the policy of the Board to keep the roles of the Chairman and
the Managing Director separate.
2.5 A Director shall inform the Board's Chairman before he/she
accepts any new directorships in other public listed companies.
The Board's Chairman shall inform the Board before he/she
accepts any new directorships in other public listed companies.
2.6 The tenure of an Independent Director shall not exceed a
cumulative term of nine (9)years. The Board may, in appropriate
cases and subject to the assessment of the Nomination Committee
on an annual basis, recommend that an Independent Director who
has served a consecutive or cumulative term of nine (9) years to
remain as an Independent Director subject to shareholders'
approval.
3. ROLE OF THE BOARD
3.1 The Board shall assume ultimate accountability and
responsibility for the performance and affairs of the Company
and shall in so doing effectively represent and promote the
legitimate interests of the Company and its shareholders. The
Board, at all times, shall retain full and effective control
over the Group and shall direct and supervise the business and
affairs of the Group.
3.2 The Board shall ensure that Management has in place
appropriate processes for risk assessment, risk management and
internal controls and monitoring performance against agreed
benchmarks. The Board shall work with Management as
collaborators in advancing the interest of the Group.
3.3 The Board has delegated certain responsibilities to
committees, which operate in accordance with their respective
Terms of Reference approved by the Board. The Board has also
delegated the day-to-day management of the business of the Group
to Executive Directors and Management, subject to an agreed
authority limit.
3.4 The principal responsibilities of the Board, including those
adopted from the Malaysian Code on Corporate Governance 2012,
are:
reviewing and adopting a strategic plan including
setting performance objectives and approving
operating budgets for the Group and
ensuring that the strategies promote sustainability;
overseeing the conduct of the Group's business and
building sustainable value for shareholders;
reviewing procedures to identify principal risks and
ensuring the implementation of appropriate internal
controls and mitigation measures;
succession planning, including appointing, assessing,
training, fixing the compensation of and where
appropriate, replacing senior
management;
developing and implementing a Corporate Disclosure Policy
(including an investor relations programme)
for the Group;
reviewing the adequacy and integrity of the Group's
internal control and management information
systems, including those for compliance
with applicable laws, regulations, rules, directives and
guidelines;
monitoring and reviewing management processes aimed at
ensuring the integrity of financial and other
forms of reporting;
ensuring that the Company's financial statements are true
and fair and conform with accounting standards;
overseeing matters relating to occupational health and
safety and compliance with relevant laws and
regulations; and
ensuring that the Company adheres to high standards of
ethics and corporate behaviour.
3.5 In overseeing the conduct of the Group's business, the Board
shall ensure that an appropriate financial planning, operating
and reporting framework as well as an embedded risk management
framework are established. Elements under this combined
framework include the business plan, budget, financial
statements, divisional strategic/performance review reports and
risk management reports.
4. ROLE OF THE CHAIRMAN
The Chairman is primarily responsible for:
4.1 leading the Board in the oversight of the Management of the
Company;
4.2 representing the Board to shareholders and chairing the
general meeting of shareholders;
4.3 ensuring the integrity of the governance process and issues;
4.4 ensuring that all Directors are enabled and encouraged to
participate in the activities of the Board;
4.5 guiding and mediating Board actions with respect to
organisational priorities and governance concerns; and
4.6 undertaking the primary responsibility for organising
information necessary for the Board to deal with items on the
agenda and for providing this information to Directors on a
timely basis.
5. ROLE OF THE MANAGING DIRECTOR (MD)
5.1 The position of the MD in essence is to ensure the effective
implementation of the Group's business plan and policies
established by the Board as well as to manage the daily conduct
of the business and affairs to ensure its smooth operation.
5.2 The MD is responsible to the Board for the following:
executive management of the Group's business
covering, inter alia, the development of a strategic plan;
an annual operating plan and budget;
performance benchmarks to gauge management performance
and the analysis of management
reports;
developing long-term strategic and short-term profit
plans, designed to ensure that the Group's requirements
for growth, profitability and return
on capital are achieved;
set, review and ensure compliance with the Company's
values;
effectively oversee the human resources of the Group
with respect to key positions in the Group's hierarchy;
assures the Group's corporate identity, products and
services are of high standards and are reflective of the
market environment;
ensures compliance with legislation and regulatory
requirements;
coordinates business plans with the business heads,
coordinates management issues through the Board,
and oversees divisional function
groups and cost containment process in consultation with the
Executive
Directors; and
maintains and facilitates a positive working
environment and good employee relations.
In discharging the above
responsibilities, the MD can delegate appropriate functions to
the
Executive Directors, who shall report
to the MD.
6. BOARD COMMITTEES
6.1 The Board shall establish committees from time to time in
the discharge of its duties and responsibilities.
6.2 Where a committee is formed, specific terms of reference of
the committee would be established to serve as guidance which
covers matters such as the purpose, composition and functions of
the committee.
6.3 Several committees with written terms of reference have been
established namely the following:
a) Audit Committee
Audit Committee assists in providing oversight on the Group's
financial reporting, disclosure, regulatory compliance and
monitoring of internal control processes within the Group. The
Audit Committee reviews the quarterly financial results,
unaudited and audited financial statements, internal and
external audit reports as well as related party transactions.
b) Nomination Committee
The Nomination Committee oversees matters relating to the
nomination of new Directors, annually reviews the required mix
of skills, experience and other requisite qualities of Directors
as well as the annual assessment on the effectiveness of the
Board as a whole, its Committees and the contribution of each
individual Director as well as identify candidates to fill board
vacancies, and nominating them for approval by the Board.
c) Remuneration Committee
The Remuneration Committee is primarily responsible for
recommending to the Board the remuneration of Executive
Directors and Non-Executive Directors in all its forms, tapping
on external advice if necessary.
7. BOARD PROCESSES
Board meetings shall be conducted in a business-like manner
where all Directors are encouraged to share their views and
partake in discussions.
7.1 Frequency
7.1.1. The Board shall meet regularly, at least on a
quarterly basis. Prior notice of meetings shall be given to all
who are required to attend the meetings.
7.1.2. Board members are required to attend the Board
meetings and their meeting attendance for each
financial year is to be disclosed in the Annual Report.
7.1.3. Other senior management may be invited to attend
the Board meetings for particular items within
their responsibility. The Board may also invite external parties
such as the auditors, solicitors and consultants
as and when the need arises.
7.1.4. Additional formal business is dealt with as
required, whether by physical, video conferencing or
telephonic meetings, as well as other electronic meetings
allowed under the laws or the
Company's Memorandum and Articles of Association.
7.2 Agenda
7.2.1. The notice of a Directors' meeting, board papers
and agenda shall be provided in writing at least
seven (7) days prior to the meeting.
7.2.2. The agenda shall include, amongst others,
matters specifically reserved for the Board's decision.
The Board shall record its deliberation, in terms of the issues
discussed, and the conclusions thereof in
discharging its duties and responsibilities.
7.3 Access to Information and Independent Professional Advice
7.3.1. All Directors (executive and non-executive) have
the same right of access to all information within the
Group whether as a full board or in their individual capacity,
in furtherance of their duties and responsibilities
as Directors of the Company.
7.3.2. All Directors shall have access to the advice
and services of the Company Secretary. The Board shall
recognise that the Chairman is entitled to the strong and
positive support of the Company Secretary in
ensuring the effective functioning of the Board.
7.3.3. The full Board or the Directors in their
individual capacity, in furtherance of their duties, shall be
able to
obtain independent professional advice at the Company's expense.
8. THE BOARDS RELATIONSHIP WITH SHAREHOLDERS AND
STAKEHOLDERS
8.1 The Board shall maintain an effective communications policy
that enables both the Board and Management to communicate
effectively with its shareholders, stakeholders and the general
public.
8.2 It is the role of the Board to ensure that the Annual
General Meeting ("AGM") and Extraordinary General Meeting ("EGM")
of the Company are conducted in an efficient manner and serve as
crucial mechanisms in shareholder communications. Key
ingredients behind this include the supply of comprehensive and
timely information to shareholders and the encouragement of
active participation at the general meeting of the Company.
8.3 The Board will focus its efforts on the following best
practices to enhance the effectiveness of the general meeting:
ensure that each item of special business
included in the notice to be accompanied by a full explanation
of
the effects of the proposed
resolution;
encourage poll voting on substantive
resolutions and make an announcement of the detailed results
showing
the number of votes cast for
and against each resolution;
for re-election of Directors, ensure that the
notice of meeting states which Directors are standing for
election or
re-election with a brief
description to include matters such as age, relevant experience,
directorships in other
public companies, date of
appointment to the Board and details of participation in board
committee.
conduct a business presentation with a question
and answer session, where appropriate and if required.
8.4 The MD is authorized by the Board to speak on behalf of the
Group and to manage the communication of information to
shareholders, investors, other stakeholders and the public.
9. DIRECTORS EXTERNAL COMMITMENTS AND CONFLICTS OF INTEREST
9.1 The Company's Articles of Association stipulate that a
Director who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the Company
shall declare his/her interest in accordance with the provisions
of the Companies Act, 1965. The Director concerned shall not
participate in deliberations and shall abstain himself/herself
from casting his/her votes in any matter arising thereof.
9.2 Shall there be an actual, potential or perceived conflict of
interest between the Company or a related corporation and a
Director, or person(s) connected to a Director such as a spouse
or other family members, or a related company, the Director
involved shall make full disclosure and act honestly in the best
interest of the Company.
9.3 An actual, potential or perceived conflict of interest shall
not necessarily disqualify an individual Director from the Board
provided that full disclosure of the interest has been made in
good faith and with due honesty.
10. Review
This Board Charter shall be reviewed periodically by the Board
in accordance with the needs of the Company and any new
regulations that may have impact on the discharge of the Board's
responsibilities.
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