1. Purpose of this Board Charter
1.1. This Charter sets out the functions, roles and responsibilities of the Board of Directors (‘Board’) of Country View Berhad (‘CVB or the Company’) within the Governance Structure of CVB and its subsidiaries (‘CVB Group’) to serve as a guide and reflect the Board’s commitment to best practices as prescribed in Corporate Governance.
1.2. The Charter set out the appropriate corporate governance structures aimed at creating and protecting shareholders’ value and that all Board members are aware of their duties and responsibilities as Board members.
1.3. This Charter was approved by the Board of CVB on 21 October 2014 and is reviewed on an Annual Basis to see that it remains consistent with the Board’s objectives and responsibilities as and when the need arises.
2. Composition, Roles and Functions of the Board
2.1.1. Size of the Board
In accordance with Article 83, until otherwise determined by General Meeting, the number of Directors shall be not less than two (2) nor more than fifteen (15).
with Paragraph 3.04 of Bursa Malaysia Listing Requirements, at least two (2)
directors or one-third of the Board of Directors, whichever is higher, shall be
Independent Directors. If the number of directors is not 3 or multiple of 3,
then the number nearest one-third shall be used for purposes of determining the
requisite number of Independent Directors.
2.1.2. The size and balance of the Board is determined by the Board with the assistance of a Nomination Committee (‘NC’) during its review and evaluation carried out annually. The Board of CVB is currently comprised of Seven Directors with an appropriate balance of:
- Four Executive Directors ;
- Two Independent Non-Executive Directors ; and
- One Non-Independent Non-Executive Director.
The Independent Non-Executive Directors are persons of calibre, credibility and have the necessary skills, competencies, commitment and experience to bring independent judgement to bear on issues of strategy, performance and resources including key appointments and standards of conduct.
2.2 New Appointment
2.2.1 New appointments to the Board are only made after consultation with the NC. The Board has adopted appropriate procedures and protocols for the appointment of Directors which is overseen by the NC.
2.3 Separation of Position of Chairman and CEO
2.3.1 Recommendation 3.4 of MCCG 2012 recommends that the positions of Chairman and CEO should be held by different individuals and the chairman must be a non-executive member of the Board.
Recommendation 3.5 of MCCG 2012 recommends that the Board must comprise a majority of independent directors where the Chairman of the Board is not an independent director.
CVB’s Board is comprised of an Executive Chairman
and three (3) Executive Directors, One (1) Non-Independent Non-Executive
Director and two (2) Independent Non-Executive Directors.
Notwithstanding this, the Board is of the opinion that there is no issue with regards to the balance of power and authority on the Board as the roles of Executive Chairman and the Executive Directors are set out and established while the decision making process of the Board is based on collective decisions without any individual exercising any considerable concentration of power or influence and well balanced by the presence of strong elements of independence in the Board.
2.4.1 The Board views diversity in the boardroom as an essential factor in ensuring an effective and well functioning Board.
The NC as part of its objectives, will review and oversee that the diversity needs of the Board is sought as part of the Board’s selection and recruitment exercise when considering the appointment of new directors taking into consideration the diversity of the Board in terms of gender, nationality, age, ethnicity, culture and socio-economic background of its directors.
The Board firmly believes that its composition :
- is currently comprised of Directors from a diverse background ;
- age ranges from 44 years to 59 years ;
- one board member is of the female gender ; and
- drawn from different ethnic, cultural and socio-economic background and is sufficiently diverse to ensure that different view point are considered in the decision making process.
2.5.1 The Management and day-to-day
management responsibilities is delegated to the Executive Directors of the
Company who acts collectively assisted by Senior Management Executives. The
roles and responsibilities of the Executive Chairman and Executive Directors are
set out under Section 4 of this Charter.
2.6 Roles and Responsibilities
2.6.1 The powers and duties of the Directors are as set out in the Articles of Association and as prescribed at law.
2.6.2 At law, the Board of Directors under Section 131B of the Companies Act, 1965, has all the powers necessary for managing and for directing and supervising the management of the business and affairs of CVB subject to any modification, exception or limitation set out under the Companies Act, 1965, or in the Memorandum & Articles of Association of the CVB Group.
2.6.3 At law, the Directors are required at all times to exercise their powers for a proper purpose and in good faith, in the best interest of CVB to see that the business and affairs of CVB is properly managed under the direction of the Board of Directors.
2.6.4 The Board assumes accountability and responsibility for the stewardship of CVB including those set out under MCCG 2012 as follows:
- Reviewing and approving of corporate strategies and plans, monitoring their implementations through the annual budget and financial plans.
- Overseeing and monitoring the conduct and performance of the Company’s/Group’s business.
- Overseeing the process for identifying principal risks and putting in place appropriate control systems, monitoring and reporting mechanism to effectively monitor and manage these risks.
- Appointing and assessing the performance of the Executive Directors and overseeing succession plans for the senior management team.
- Overseeing the development and implementation of a shareholders communication policy for enhancing and protection of the reputation of the CVB Group.
- Reviewing and overseeing the adequacy and the integrity of the management information and control systems of the CVB Group.
- Establish a corporate culture which engenders ethical conduct and behaviour.
2.6.5 Matters reserved for the Board
The Board has reserved the following matters for decision by the Board:
- Acquisitions of Business/Investments.
- Divestments and Disposals of Business/Investments.
- Overseas Equity Venture.
- Corporate Finance and Proposals.
- Terms of key/main agreements not within the ordinary course of business.
- Acquisition and Disposal of Properties.
- Acquisition and Disposal of Fixed assets, other than Properties, for amounts up to RM200,000 and above.
- Award of Contracts for RM2.0 million and above.
- Bank borrowings and finance arrangements.
3. Executive Chairman of the Board
The Executive Chairman is primarily responsible for :
- The leadership of the board and facilitating the effective contribution of all directors at Board meetings, ensuring that no member dominates discussions and that appropriate discussions and opinions amongst members are forthcoming.
- Representing the Board in meeting shareholders, chairing General Meeting of shareholders and representing the Board in public relations exercise, etc.
- The efficient organisation and conduct of the Board’s functioning, including establishing the agenda for Board meetings in consultation with the Executive Directors, chairing Board meetings and overseeing that the Board acts in accordance with the Code of Conduct for Directors and key management personnel.
- Overseeing that the directors receive accurate, timely and clear information in a form and of a quality appropriate to enable it to discharge their duties. All directors are entitled to request additional information where they consider such information necessary to make informed decisions.
- Overseeing that new directors receive a full, formal and tailored induction on joining the Board. The letter of appointment should set out the director’s expected time commitment.
- Overseeing that the directors continually update their skills, knowledge and familiarity with the Company required to fulfill their role both on the Board and on Board Committees.
- The promotion of constructive and respectful relations between directors, and between the board and management.
- Overseeing that the views of shareholders are communicated to the Board as a whole, and that governance and strategy issues are discussed with major shareholders.
- Overseeing that the views of shareholders are communicated to the Board as a whole, and that governance and strategy issues are discussed with major shareholders.
4. Executive Directors
4.1 The Executive Directors are appointed by the Board of Directors and is subject to the control of the Board. The Executive Directors are responsible for the day to day management of the CVB Group with all powers, discretions and delegations authorised from time to time by the Board.
4.2 The Executive Director’s primary responsibilities include :
- Overall responsibility over the business units and day to day management of the Group, organisational effectiveness and implementation of Board policies, strategies and decisions.
- The development (in conjunction with the Board) and implementation of short, medium and long-term corporate strategies for the Group, preparing business plans and reports with senior management and reporting/presenting to the Board on current and future initiatives.
- Providing leadership, supervision and control in managing a team of senior management executives responsible for all functions contributing to the success of the Group.
- Overseeing that the Group has the appropriate risk management practices and policies in place.
- The assessment of business opportunities which are of potential benefits to the Group.
- Bringing material and other relevant matters to the attention of the Board in a timely manner.
- Overseeing shareholders’ communications.
- Appointing and, where appropriate, removing senior executives, including the Chief Financial Officer and the Company Secretary, with the approval of the Board.
- Evaluating the performance of senior management executives.
- Oversee that the objectives and standards of performance of the Company are understood by the Management and employees.
- Oversee that the operational planning and control systems are in place.
- Monitoring performance results against plan/budgets.
- Taking remedial actions, where necessary.
- Oversee that the Group’s Financial Reports are drawn up in accordance with the relevant accounting standards and complies with all requirements of Bursa Malaysia Main Market Listing Requirements.
- Directing and monitoring all aspects of the business operations in a cost effective manner.
- Effectively oversees the human resource needs of the Group and key positions in the Group’s management structures, including succession planning and talent retention are adequately addressed.
- Oversee the Group’s corporate identity, products and services are of acceptable standards and reflective of the market environment in which the Group operates in.
- Assists the Executive Chairman in providing quality and timely information flows to the Board for establishing the agenda for Board and Committee meetings.
In discharging their responsibilities, the Executive Directors can delegate and assign appropriate functions and responsibilities to the senior management personnel while retaining overall control and responsibility.
5. Individual Board Members
The roles and responsibilities of Individual Board Members include:
- To observe the provisions, regulations, guidelines and other relevant requirements under the Company’s Articles of Association, the Companies Act, 1965, the Main Market Listing Requirements, the Securities Commission and Capital Market Securities Act, 2007 and such other applicable statutes, and to maintain confidentiality on the use of the Company’s information.
- Responsibility to inform the Board of any other directorships in listed Company/subsidiaries of listed issuers.
- Attendance of Continuing Education Programme which are relevant to the Company’s operations and business.
- Review, adoption and monitoring of strategic plans/directions for the Company.
- Review and adoption of Corporate objectives of Company.
- Oversee the resources and operational conduct of the Company’s businesses.
- Identify principal risks of the Company and the implementation of appropriate internal controls and mitigation measures.
- Oversee succession planning for Senior Management.
- Oversee the development and implementation of a shareholders’ communication policy for the Company.
- Review the adequacy and integrity of the Group’s internal control systems and information management systems.
6. Board Committees
The Board delegates certain responsibilities to the various Board Committees with clearly defined terms of reference to assist the Board in discharging its responsibilities.
6.1 Audit Committee (“AC”)
The AC was established to provide assistance to the Board in relation to fulfillment of the Board’s statutory as well as fiduciary responsibilities and oversee that the internal and external audit of the CVB Group are being carried out adequately and effectively. The functions and responsibilities of the AC are set out in its Terms of Reference.
6.2 Nomination Committee (“NC”)
The Nomination Committee was established to provide assistance to the Board to oversee matters relating to the nomination of new Directors, annually review the required mix of skills, experience and other requisite qualities of Directors as well as the annual assessment of the effectiveness of the Board as a whole, its Committees and the contribution of each individual Director, the Independence of the Independent Directors as well as identify candidates to fill board vacancies, and nominating them for approval by the Board.
6.3 Risk Management Working Committee (“RMWC”)
CVB had on 16 July 2004 established a RMWC chaired and led by the Chairman of the AC, with members comprised of an Executive Director and an Independent Non Executive Director, the Group General Manager and the Chief Financial Officer which reports to the Board.
The RMWC has overall responsibility for overseeing the risk management activities of CVB and recommending appropriate risk management policies and procedures to the Board of Directors.
The RMWC has the mandate to oversee the effective implementation of the objectives outlined in the Risk Management Policy adopted by the Board and its compliance. The RMWC is responsible for ensuring regular monitoring and reporting of risk exposures to the Board.
The Board is ultimately responsible for approving and monitoring the risk management framework and the Risk Management Policy which reflects the Board’s tolerance and appetite for risk.
7. Independence of Directors
The definition of an Independent Director is as set out in Para. 1-1 of Chapter 1 of the Main Market Listing Requirements and further clarified and discussed under Practice Note 13 issued by Bursa.
CVB’s Board does not believe that it is practically possible to list down all the criteria which are appropriate to characterise in all circumstances, the independence of a Director. It is the approach of the Board when considering a Director’s Independence to critically assess their independence taking into consideration all relevant factors, including the abovesaid definition and explanations under this Section and that such assessment must be applied with common sense and the Directors themselves are best able to determine if they have an interest or relationship which is likely to impact on their independence.
Each Director is expected to advise the Board immediately if he/she believes they may no longer be independent. Should the Chairman or any other Director have any concern about the Independence of a Director, he/she must immediately raise the issue with that Director during a Board Meeting.
Where the independent status of a Director is lost, this is to be disclosed immediately by way of an announcement to Bursa Malaysia.
8. Access to Information, Independent Advice and Continuing Development
8.1 The Board and Committees have access to all information pertaining to the Company.
All Board members have direct access to the advices and services of the Company Secretary.
Board and Committee papers providing relevant information, review and analysis of matters and issues to be considered and deliberated are furnished to all Board/Committee members at the earliest practicable time prior to meetings.
The Executive Directors, senior management personnel and appropriate external advisers/consultants are available to brief, report and advise in meetings of the Board and Board Committees.
8.2 Board members are entitled to request and receive any such additional information as they consider necessary to support informed decision making. Any Board member has the authority to seek any information he/she requires from any employee of the CVB Group and all employees must comply with such requests.
Any significant issues raised by a Director can be communicated to the Executive Chairman, Audit Committee Chairman or Senior Independent Director.
8.3 Any Board member may take such independent legal, financial or other advice as they may consider necessary, at CVB’s cost and expense.
Any Director seeking such independent advice must first discuss the request with the Executive Chairman, who must then agree and approve of this course of action and will facilitate obtaining such advice and, where appropriate, disseminate the advice to all Directors.
8.4 The Board has the authority to conduct or direct any investigation required to fulfill its responsibilities and has the authority to retain at the Company’s expense, such legal, accounting or other services, consultants, advisers or experts as it considers necessary from time to time in the performance of its duties.
8.5 The Board has adopted a Continuing Education Policy for the Board members to maintain and update their skills and knowledge necessary to meet their obligations as Directors.
9. Procedures for Appointment of Directors
The Board’s procedures for appointments to the Board are viewed as a vital component of the governance process in determining the composition, size, balance competencies and ultimately the quality of the Board.
CVB has a formal and transparent procedure established for the appointment of new Directors to the Board.
The NC is responsible for reviewing, proposing and recommending potential new Directors taking into consideration the current and future needs of the Company.
10. Quorum at Board Meetings
In accordance with Article 108, the quorum necessary for the transaction of the business of the Directors shall be two (2).
11.1 The objective of the induction process is to provide new Directors with a rapid and clear insight into the Group as well as keeping them abreast with development in the market place pertaining to the oversight function of Directors. This will enable the Directors to discharge their duties and responsibilities effectively.
11.2 Induction of Directors may include, but not limited to, the following:
- Furnishing of a copy of the previous board minutes for at least the past six (6) months; the business/strategic plan, pertinent Management reports; profile of key competitors and significant reports by management consultants on areas of board responsibilities;
- Visits to key sites; and
- A formal one (1) to two (2) day induction programme, including the elements above, and also presentations from various divisions on their strengths, weaknesses and ambitions.
12. Evaluation of Board Performance
The Board through the NC evaluates the performance of the Board as a whole, the Board Committees, the Individual Directors and the Independence of the Independent Directors on an annual basis.
The evaluation criteria and process is in accordance with the procedure that has been established, endorsed and approved by the Board following the recommendation made by the NC.
The Board evaluation process is carried out by way of peer assessment, in the form of evaluation questionnaires completed, reviewed and deliberated by the NC before its findings and recommendations tabled to the Board.
The Evaluation process in respect of the Independence of the Independent Directors is carried out by way of peer assessment in the form of evaluation questionnaires and supported by an annual declaration by the respective Independent Director on his/her independence.
The completed evaluation questionnaires are then reviewed and deliberated by the NC before its findings and recommendations tabled to the Board for decision.
The evaluation criteria and process shall be reviewed at least once every three (3) years or as and when there are new regulatory provisions in place so that those criteria remain relevant and appropriate.
13. Corporate Disclosure Policy
The Board has adopted a Corporate Disclosure Policy which takes into consideration the Guidance set out under Bursa Malaysia Securities Berhad’s Corporate Disclosure Guide issued in September 2011.
The Corporate Disclosure Policy aims to strengthen the Board’s commitments to good corporate governance and see that all stakeholders are provided with comprehensive and quality information on a timely and even basis.
14. Shareholders Communication Policy
The Board has adopted a Shareholders Communication Policy in respect of communicating with its shareholders.
15.1 The Company Secretary will be the Secretary of the Board.
15.2 Under the direction of the Board, the Company Secretary’s responsibilities include overseeing good information flows between members of the Board and the Board Committees, and between senior management and non-executive directors, as well as facilitating the induction of new directors and assisting with each director’s professional development, as required.
15.3 All directors have access to the advices and services of the Company Secretary.
16. Code of Conduct and Business Ethics Policy
The Board has adopted a Code of Ethics and Conduct for Company Directors to enhance the standards of Corporate Governance and Behavior as a guide for the Directors and key Management Personal.
17.1 The Board will review this Charter as and when the need arises to keep it current and relevant at all times.
17.2 This Board Charter was last reviewed and revised on N/A .
A copy of this Charter is available from the Company’s website: http://www.countryview.com.my