The Board of Tambun Indah Land Berhad believes that corporate governance is essential for delivering sustainable value and is vital for the success of the Group’s businesses.
The Board acknowledges its responsibilities for good corporate governance and therefore, strives to follow the recommendations stated in the Malaysian Code of Corporate Governance 2017 (MCCG).
The Board Charter is subject to review periodically to ensure its relevance and compliance.
ROLES AND RESPONSIBILITIES
ROLE OF BOARD
There are two key tasks of a Company namely, the role of the Board in facilitating its ongoing oversight of the Group and the executive responsibility for running the day-to-day business of the Group that will
enhance shareholders’ value and long term business sustainability and growth of the Group.
The Board has agreed its role thus summarized as follows –
A. Governance and Compliance
1. The Board assumes the following specific duties in discharging its oversight role:-
i. Oversees the conduct of the Group’s business to evaluate whether the Group is being properly managed.
ii. Ensures compliance to relevant laws and regulations, audit and accounting principles, and the Company’s policies and codes of conducts.
iii. Reviews the succession planning and endorse the appointments, trainings and remuneration issues.
iv. Commits to underlying principles of good governance and that compliance with corporate governance principles is reviewed regularly.
v. Acts responsibly towards the Company’s shareholders and stakeholders.
vi. Ensures the effectiveness of the Group’s investor relations programme and shareholders’ communications.
2. The Board meets every quarter to facilitate the discharge of its responsibilities. Management who are not directors may be invited to attend and to provide insights and clarify issues that may be
raised by the Board.
3. The Board undertakes its obligations to comply with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
B. Policies and Strategies
1. The Board has established procedures in relation to matters which require a decision of the Board and matters which can be delegated to the Management.
2. The Board adopts the following schedule of matters specifically reserved for its approval and/or supported by any recommendations as may be made from time to time by the Board Committees as appropriate
i. Material acquisitions and disposals of fixed assets of the Group
ii. New investment, divestment, corporate restructuring and/or establishment of joint ventures
iii. Related party transactions and conflict of interest issues
iv. Annual financial statements and quarterly financial results
v. Declaration of dividends
vi. Appointment of directors
vii. Appointment of, terms of reference and changes in the composition of the Board Committees established from time to time
C. Risk Management and Internal Controls
1. The Board oversees the adequacy and effectiveness of the Group’s system of internal controls.
2. The Board defines the Group’s Risk Management Framework, assessing its effectiveness and reviewing any significant risk facing the Group.
3. The Board has outsourced the internal audit function which periodically reviews all aspects of the Group’s activities and internal controls. The Internal Auditors reports directly to the Audit Committee
ROLE OF INDIVIDUAL DIRECTORS
1. Each Director is aware of his/her responsibilities to the shareholders and stakeholders for the manner in which the affairs of the Company are managed.
2. All Directors are expected to comply with statutory and other obligations when discharging their responsibilities as Directors of the Company.
ROLE OF CHAIRMAN
1. The Chairman of the Board has no executive function and shall be an Independent Non-Executive member of the Board.
2. The Chairman assume a leadership role in the Board so that the Board can perform its responsibility effectively. The role includes the following :
( a ) To provide leadership to the Board, and oversee the Board in the effective discharge of its fiduciary duties;
( b ) To set the Board agenda, with consultation with the Secretary, Board members and Senior Management to ensure Board member receive complete and accurate information in timely manner;
( c ) To lead in discussions at meetings and ensure efficient and effective conduct of the Board meetings;
( d )To encourage active participation and allow dissenting views to be freely expressed;
( e ) To manage the interface between the Board and Senior Management;
( f ) To ensure appropriate steps are taken by the Executive Directors and Senior Management to facilitate an effective communication between the Board and the stakeholders; and
( g ) To lead the Board in establishing and monitoring good governance practices.
3. The Chairman ensures orderly conduct and proceedings of general meetings and allows shareholders to participate
actively in such meetings.
4. If the Chairman is absent from a meeting, the Managing Director shall preside over the meeting as the Chairman. In the event that both, the Chairman and Managing Director are absent from the meeting,
members of the Board present may choose one of their number to chair the said meeting.
ROLE OF EXECUTIVE DEPUTY CHAIRMAN
1. The Executive Deputy Chairman shall assist the Chairman in performing the latter’s duties and responsibilities.
2. The Executive Deputy Chairman will also assume the following responsibilities:
( a ) Reviewing the corporate vision and mission of the Group;
( b ) Reviewing and monitoring the strategic plans of the Group;
( c ) Ensuring the Group’s strategies promote sustainability and growth;
( d ) to provide leadership and oversight to the overall conduct of the Company’s businesses to ensure it is being properly managed; and
( e ) to make recommendations on the succession planning program at the board level.
ROLE OF MANAGING DIRECTOR
1. The Managing Director is primarily accountable for overseeing the day-to-day operations of the Group which also includes the supervision and control of the overall management competencies of the Group.
2. The Managing Director is responsible for succession planning, development and implementation of policies and strategies adopted by the Board.
3. The Managing Director ensures that the business and affairs of the Group are carried out in compliance with the relevant laws, regulations, rules, directives and guidelines.
4. The Managing Director is to lead and provide direction on business development; and to make appropriate recommendations to the Board on proposed strategic investments and corporate exercises.
ROLE OF INDEPENDENT NON-EXECUTIVE DIRECTORS
1. The independent directors are responsible for providing unbiased and independent views, advice and judgement to matters under consideration by the Board.
2. The independent directors help to ensure that the long term interests of all the shareholders and stakeholders of the Company are taken into account by the Board and that the relevant issues are
subjected to objective and impartial consideration by the Board.
ROLE OF BOARD COMMITTEES
1. The Board is authorized to delegate certain responsibilities to Board Committees, each with predefined terms of reference and responsibilities.
2. The Board appoints the following Board Committees -
i. Audit Committee
ii. Nominating Committee
iii. Remuneration Committee
iv. ESOS Committee
Risk Management Committee
The membership and primary objectives of the Board Committees are set out in their Terms of Reference below :-
TERMS OF REFERENCE OF BOARD COMMITTEES
Audit Committee Appointment/Composition
1. The Audit Committee shall be appointed by the Board from amongst the Directors.
2. The Audit Committee shall consist of not less than 3 members of whom:
( a ) All members of the Audit Committee must be non-executive directors with a majority of them being independent directors.
( b ) at least 1 member of the Audit Committee :
i. must be a member of the Malaysian Institute of Accountants; or
ii. must have at least 3 years’ working experience and :-
- must have passed the examinations specified in Part I of the First Schedule of the Accountants Act, 1967; or
- must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act, 1967; or
iii. fulfils such other requirements as prescribed or approved by Bursa Securities.
c) In the event that the individual is a former key audit partner, the individual must first observe at least two years of cooling-off period before the appointment.
3. All members of the Audit Committee should be financially literate.
4. No alternate director shall be appointed as a member of the Audit Committee.
5. The Chairman of the Audit Committee who shall be an independent non-executive director, shall be appointed by the members of the Audit Committee amongst themselves. The Chairman is responsible for
ensuring the overall effectiveness and independence of the Audit Committee.
6. The term of office and performance of the Audit Committee and each of its members shall be reviewed annually by the Nominating Committee to determine whether such committee and members have carried
out their duties in accordance with the terms of reference.
7. The Board shall, within 3 months of a vacancy occurring in the Audit Committee which result in the number of members reduced to below 3, appoint such number of new members as may be required to make
up the minimum number of 3 members.
Audit Committee Meetings
1. The Audit Committee shall meet not less than 4 times a year or as frequently as the Chairman shall decide or at the request of external auditors.
2. The quorum of a meeting shall be 2 members, the majority of members present shall be independent directors.
3. In the absence of the Chairman of the Audit Committee, the remaining members present shall elect one of their number to chair the meeting.
4. The Company Secretary shall be the secretary
of the Audit Committee and shall be responsible to keep minutes and to produce the minutes for inspection of any member of the Board and External Auditors of the Company upon request.
5. The head of finance, a representative of the internal audit and a representative of external audit shall normally attend meetings.
6. Other Board members or employees may attend meetings upon the invitation of the Audit Committee.
7. The Audit Committee must meet with the external auditors without executive Board members present at least twice a year.
8. The Chairman of the Audit Committee should engage on a continuous basis with senior management, such as the head of finance, the internal auditors and the external auditors in order to be kept informed
of matters affecting the Company.
9. Questions arising at any meeting shall be decided by a majority of votes by show of hands. In case of equality of votes, the Chairman shall have a second or casting vote. Save that, where two (2)
members form a quorum, or that which only two (2) members are competent to vote on question of issue, the Chairman shall not have a second or casting vote.
10. The Audit Committee may resolves and approves certain ad-hoc matters via circular resolutions provided that the circular resolutions are drawn up with detailed information and must be signed by
all members of the Audit Committee.
Audit Committee Authority
1. To have authority to investigate any matter within its terms of reference and shall have the resources required to perform its duties.
2. To have full and unrestricted access to any information pertaining to the Company.
3. To have direct communication channels with external auditors and person(s) carrying out the internal audit function or activity.
4. To have the internal auditors report directly to the Audit Committee.
5. To be able to obtain external independent or professional advice.
6. To be able to convene meetings with external auditors excluding the attendance of other directors and employees of the Company, whenever deemed necessary.
7. To be able to engage and retain competent, knowledgeable and experienced person(s) as necessary to assist the Audit Committee in fulfilling its responsibilities.
Audit Committee Functions/Duties
1. To consider the appointment and/or re-appointment of external auditors, their audit fees and any question of their resignation or reason (supported by grounds) to believe that the External Auditors is not suitable for re-appointment and to recommend
to the Board of Directors.
2. To assess the suitability, objectivity and independence of the external auditor, taking into consideration: -
) the competence, audit quality and resource capacity of the external auditor in relation to the audit;
( b ) the nature and extent of the non-audit fees rendered and the appropriateness of the level
of fees; and
( c )obtaining written assurance from the external auditors confirming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the term
of all relevant profession and regulatory requirements.
3. To review and discuss with external auditors, the nature and scope of the audit, their evaluation of the system of internal accounting controls,
major findings, management letter, management responses and audit reports.
4. To discuss problems and reservations arising from the interim and final audits, and any matters the external auditors may wish to discuss in the absence of the management, where necessary.
5. To review the assistance and co-operation given by the management to the external and internal auditors.
6. To review the quarterly and year end financial statements before approval of the Board of Directors, focusing particularly on:-
i. changes in or implementation of major accounting policies and practices;
ii. significant matters highlighted including financial reporting issues, significant judgement made by management,
significant and unusual events or transactions, and how these matters are addressed; and
iii. compliance with accounting standards and other legal requirements
7. To review any related party
transactions and conflict of interest situation that may arise within the Company or the Group including any transaction, procedure or course of conduct that raises questions of management integrity.
8. To verify the allocation of share options granted to employees pursuant to the Employees’ Share Option Scheme is in accordance with the By-Laws.
9. To review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work.
10. To review the internal audit programme and the results of the internal audit process or investigation undertaken, where necessary, ensure appropriate actions are taken on the recommendations of
the internal audit function.
11. To approve any appointment and termination of the internal auditors.
Nominating Committee Appointment/Composition
1. The Nominating Committee shall be appointed by the Board from amongst the Directors.
2. The Nominating Committee shall consist of not less than 3 members, composed exclusively of non-executive directors, a majority of whom shall be independent directors.
3. The Chairman of the Nominating Committee who shall be an independent director shall be appointed by the members of the Nominating Committee amongst themselves.
4) The Board shall, within 3 months of a vacancy occurring in the Nominating Committee which result in the number of members reduced to below 3, appoint such number of new members as may be required
to make up the minimum number of 3 members.
Nominating Committee Meetings
1. The Nominating Committee shall meet at least once a year.
2. The quorum of the meeting shall be 2 members, the majority of members present shall be independent directors.
3. In the absence of the Chairman of the Nominating Committee, the remaining members present shall elect one of their number to chair the meeting.
4. The Company Secretary shall be the secretary of the Nominating Committee.
5. Other Board members, chief executive officer, head of human resource and/or external advisers/experts may attend meetings upon the invitation of the Nominating Committee.
6. The Nominating Committee may resolves and approves certain ad-hoc matters via circular resolutions provided that the circular resolutions are drawn up with detailed information and must be signed
by all members of the Nominating Committee.
Nominating Committee Functions/Duties
1. To annually assess the effectiveness of the Board as a whole and the committees of the Board.
2. To annually assess the required mix of skills, experience, competencies, effectiveness and other qualities and contributions of each individual director, including non-executive directors, as well
as chief executive officer.
3. To review and recommend to the Board, the candidates for all directorships to be filled by the shareholders or the Board, as and when they arise. In making its recommendations, the Nominating Committee
should consider the candidates’ –
i. skills, knowledge, expertise and experience;
iii. integrity; and
iv. in the case of candidates for the position of independent non-executive directors, to evaluate
the candidates’ ability to discharge such responsibilities/functions as expected from independent non-executive directors.
4. To review and recommend to the Board for the re-election of directors who retire by rotation pursuant to the provision of the Company’s Constitution, having due regard to their performance, skills
and experience required.
5. To give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities faced by the company, and
what skills and expertise are therefore needed in the future.
6. To assess the performance of executive directors and senior management in accordance to the assessment framework.
7. To review the term of office and performance of the Audit Committee and each of its members annually to determine whether such committee and members have carried out their duties in accordance with
the terms of reference.
Remuneration Committee Appointment/Composition
1. The Remuneration Committee shall be appointed by the Board from amongst the Directors.
2. The Remuneration Committee shall consist of not less than 3 members, a majority of whom shall be independent directors.
3. The Chairman of the Remuneration Committee who shall be an independent director shall be appointed by the members of the Remuneration Committee amongst themselves.
4. The Board shall, within 3 months of a vacancy occurring in the Remuneration Committee which result in the number of members reduced to below 3, appoint such number of new members as may be required
to make up the minimum number of 3 members.
Remuneration Committee Meetings
1. The Remuneration Committee shall meet at least once a year.
2. The quorum of the meeting shall be 2 members, the majority of members present shall be independent directors.
3. In the absence of the Chairman of the Remuneration Committee, the remaining members present shall elect one of their number to chair the meeting.
4. The Company Secretary shall be the secretary of Remuneration Committee.
5. Other Board members, division heads, representative of the internal audit and/or external auditors may attend meetings upon the invitation of the Remuneration Committee.
6. The Remuneration Committee may resolves and approves certain ad-hoc matters via circular resolutions provided that the circular resolutions are drawn up with detailed information and must be signed
by all members of the Remuneration Committee.
Remuneration Committee Functions/Duties
1. To establish and recommend to the Board, the remuneration packages of Directors and Senior Management.
2. To consider other remunerations or rewards as referred to the Remuneration Committee by the Board.
ESOS Committee Appointment/Composition
1. The ESOS Committee shall comprised persons from the Board and/or senior management of the Company.
2. The ESOS Committee shall consist of not less than 3 members of whom at least 1 member of the ESOS Committee must be an executive director.
3. The Chairman of the ESOS Committee shall be appointed by the members of the ESOS Committee from amongst themselves.
ESOS Committee Meetings
1. The ESOS Committee shall meet at least once a year.
2.The quorum of the meeting shall be 2 members.
3. In the absence of the Chairman of the ESOS Committee, the remaining members present shall elect one of their number to chair the meeting.
4. The Company Secretary shall be the secretary of ESOS Committee.
ESOS Committee Functions/Duties
1. To formulate and implement the employees’ share option scheme.
Risk Management Committee
Risk Management Committee Appointment/Composition
1. The Risk Management Committee shall be appointed by the Board.
2. The Risk Management Committee shall consist of not less than 3 members, comprising the executive directors and the senior management of the Company.
3. The Chairman of the Risk Management Committee shall be the Managing Director.
Risk Management Committee Meetings
1. The Risk Management Committee shall meet at least once a year.
2. The quorum of the meeting shall be 2 members.
3. The Company Secretary shall be the secretary of Risk Management Committee.
Risk Management Committee Functions/Duties
1. To identify risks that the Group is likely to face.
2. To review the adequacy of the Group’s risk management framework to ensure risk management and internal controls are in place.
COMPOSITION OF THE BOARD
SIZE AND COMPOSITION
1. The Constitution of the Company provides that there will be a minimum of 3 directors and a maximum of 12 directors.
2. The profiles of Board members are on the Company’s official website (www.kantou-jishin.com) and in the Annual Report of the Company.
3. An executive director means a director who –
i. is involved in the day-to-day management of the Company or the Group; and/or
ii. is a full-time salaried employee of the Company or the Group.
4. A non-executive director means a director who –
i. is not involved in the day-to-day management of the Company or Group; and/or
ii. is not a full-time salaried employee of the Company or
the Group; and/or
iii. is a director of this Company and does not carry executive authority over the day-to-day affairs of the Group.
5. At any one time, at least one-third of the Board members shall be independent directors.
NOMINATION AND APPOINTMENT
1. The Board appoints of new director upon appropriate recommendation from the Nominating Committee.
2. The directorships held by the director at any one time must not exceed 5 directorships in public listed companies. The Nominating Committee is to determine whether the directors who hold multiple
board representations are able to and have been devoting sufficient time to discharge their responsibilities adequately.
3. The Company Secretary has the responsibility in ensuring that relevant procedures relating to the appointment of new director are properly executed.
4. Upon appointment, a copy of the Board Charter will be given to the new director.
5. An induction programme will be conducted to familiarize and deepen the understanding of the new director in regards to the Group, its business environment and the market in which the Group operates,
corporate governance practices, expectations concerning input from directors and other policies of the Group as well as to get acquainted with the management to foster better rapport thereby facilitating
communication with the management.
1. At the 1st Annual General Meeting of the Company, all directors are subject to retirement and are eligible for re-election; and at subsequent Annual General Meeting, 1/3 of the directors for the time being, or if their number is not 3 or multiple of
3, then the number nearest to 1/3 shall retire from office and be eligible for re-election.
2. Any director who is appointed to fill a casual vacancy or as an addition to the existing director shall hold office until the next Annual General Meeting of the Company and shall then be eligible
3. All directors are subject to retirement by rotation at least once every 3 years and are eligible for re-election.
TENURE OF INDEPENDENT DIRECTOR
1. The tenure of independent director shall not exceed a cumulative term of 9 years.
2. Upon completion of the 9 years, the independent director may continue to serve the Board but subject to the said director be re-designated to non-independent director.
3. In the event, the director is to remain designated as independent director beyond 9 years, the Nominating Committee must first assess and recommend to the Board its justifications and the Board shall
review and support the said justifications and to obtain an annual shareholders’ approval. If the tenure exceeds the 12th year, the annual shareholders’ approval shall be obtained through a two-tier voting
1. The Board welcomes diversity and gender mix in its composition and will have at least one women director in the Board.
2. The Board believes that diversity in ethnic, cultural, nationality and gender mix can broaden the Board’s perspectives in effectively discharging its duties and responsibilities.
TIME COMMITMENT AND ACCEPTING NEW DIRECTORSHIP
1. The directors are expected to give sufficient time and attention to the affairs of the Company. Accordingly, none of the directors shall hold more than 5 directorships in public listed companies.
2. Before accepting any new directorships in public listed companies, the director is encouraged to notify the Managing Director of his time commitment in fulfilling his role to make positive contribution
to the Board.
1. The Managing Director is responsible for succession planning of key management positions across the Group.
2. The Managing Director shall report to the Board of the Group’s succession planning, talent identification methods which includes internal development and external sourcing as well as leadership development
CONFLICT OF INTEREST
1. The directors are required to inform the Board of any actual or potential conflicts of interest that may exist or be thought to be exist in relation to particular items of business, preferably in advance.
2. The directors are required to disclose their shareholdings in the Group, other directorships and any potential conflict of interest.
3. The directors should abstain themselves from discussion
or decisions on matters in which they have a conflicting interest, unless resolved otherwise by the remaining members of the Board.
PERFORMANCE OF DIRECTOR
BOARD PERFORMANCE EVALUATION
1. The Board undertakes a formal annual assessment of its own performance, its Committees and individual directors.
2. The annual assessment is primarily based on the answers to a comprehensive questionnaire. The questionnaire shall cover contribution to interactions, quality of input, understanding of role etc.
3. The results of these questionnaires will be documented and collectively formed the basis of a report to be tabled to the Nominating Committee for its assessment and then, recommendation to the Board
for evaluation and consideration.
1. Any director appointed to the Board is required to complete the Mandatory Accreditation Programme (MAP) within 4 months from the date of appointment.
1. Board members, principal officers and employees of the Group are encouraged to hold shares in the Company, recognizing that this has the capacity to increase the focus of the Board on the Company’s performance and share value and therefore, will be
in the best interests of all shareholders.
2. The directors, principal officers of the Group and including persons who have access to or are privy to price-sensitive information must strictly observe the provisions of the Listing Requirements
as to dealings in the securities (shares and warrants) of the Company during Closed Period and Outside Closed Period.
3. Closed period means a period commencing from 30 calendar days before the targeted date of announcement to Bursa Securities of the quarterly results, up to the date of announcement of the quarterly
4. The directors and principal officers are prohibited to be involved with the dealings in the securities unless the procedures relating to dealing in securities during Closed Period in accordance with
paragraph 14.08 of the Listing Requirements have been complied.
5. In accordance with paragraph 14.08 of the Listing Requirements, the following procedures must be adhered to –
i. The director or principal officer (Affected Person) must give notice on his intention to deal in the securities and inform his current shareholdings to the Company;
ii. Upon receipt of such notice, the Company must immediately announce to Bursa Securities;
iii. The proposed dealing can only be effected 1 full market day after the announcement;
iv.The Affected Person must give notice of his dealings in writing to the Company Secretary within 1 full market day after the dealing; and
v. Upon receipt of such notice, the Company must immediately announce to Bursa Securities.
6. Persons connected to directors and principal officer are also to abstain from dealing if they are in possession of the price sensitive information.
7. Any directors or principal officers if they dealt in the securities of the Company outside Closed Period must inform the Company Secretary within, and in any event not later than 3 market days after the dealing has occurred.
1. The Board meets every quarter in a financial year. In addition, Board meetings will be convened as and when need arises.
2. The quorum of the meeting shall be 3 directors. In case of equality of votes, the Chairman of the meeting shall have a casting or second vote.
3. The Board is provided with sufficient and timely information to enable it to discharge its duties effectively. The Company Secretary shall circulate to all directors with the agenda and Board papers, at least 7 days before the meeting to enable the directors to participate actively in the meeting.
4. The Board also resolves and approves certain Company’s matters via circular resolutions. The circular resolutions are drawn up with detailed information and must be signed by a majority of directors.
5. Board minutes and Circular Resolutions are kept by the Company Secretary and are available for inspection by any director during office hours.
1. The Board regards general meeting whether Annual or Extraordinary as an important event in the corporate calendar of which all directors and management should attend.
2. The Board supports and encourages active members (shareholders) participation at the meeting and ensures that the meeting provides the opportunity for effective communication with and constructive feedback from the shareholders.
3. The quorum of the meeting shall be 2 shareholders present in person or by proxy. In case of equality of votes, the Chairman of the meeting shall have a casting or second vote.
4. Board members, management and the external auditors will be present to respond to shareholders’ queries during the meeting.
1. The Company aims to set remuneration packages which are sufficient to attract, reward, motivate and retain the directors and Senior Management to manage the Group’s business successfully.
2. The remuneration of the directors and Senior Management is determined by the Remuneration Committee after taking into considerations the business results of the Group, the individual performance, function, workload, responsibilities, length of service, leadership, benefit-in-kinds and the compensation levels for comparable positions among other similar Malaysia public listed companies.
3. The Remuneration Committee reviews and recommends the directors and Senior Management remuneration package to the Board for approval. No board member will be involved in deciding his own remuneration.
4. All directors and Senior Management are covered under Directors’ and Officer Liability and Indemnity Insurance Policy against any liability incurred by them in discharging their duties while holding office as directors and Senior Management of the Company.
5. The remuneration packages of all directors are disclosed in the Company’s Annual Report.
ACCESS TO INFORMATION AND INDEPENDENT ADVICE
1. The Board and its Committees have full and unrestricted access to all information of the Group necessary in discharging of their duties, which is not only quantitative but also other information which deemed suitable for them to make an informed decision.
2. All the directors have access to the advice and services of the Company Secretary in carrying out their duties and to ensure all rules, requirements and regulations are complied with. Every member of the Board is also provided with Tambun Indah Corporate Calendar which has details of compliance issues, meeting schedules and events.
3. The directors may obtain further information which they may require in discharging their duties such as seeking independent professional advice, if necessary, at the Company’s expense.
1. The directors have taken the necessary steps to ensure all applicable accounting policies are applied consistently and that policies are supported by reasonable and prudent judgment and estimates.
2. The directors ensure the financial statements are prepared such that they give a true and fair view of the current financial status of the Company in accordance with the approved accounting standards.
3. The Company’s practice is to announce to Bursa Securities its quarterly results as early as possible no later than 2 months after the end of each quarterly financial period.
4. The Audit Committee and the Board place great emphasis on the objectivity and independence of the Company’s external auditors in providing relevant and transparent reports to the shareholders.
5. The Auditors’ Report shall contain a statement from the external auditors explaining their responsibility in forming an independent opinion, based on their audit, of the financial statements.
6. The appointment or re-appointment of the Company’s external auditors is subject to shareholders’ approval at a general meeting.
1. The Company Secretary is the central source of guidance to the Board and is also responsible in ensuring compliance with all statutory & regulatory requirements, recording the proceedings of the Board and its Committees including proper maintenance of secretarial records.
2. The Board has unlimited access to the professional advice and services of the Company Secretary.
1. The Company recognizes the value of corporate transparency and coherent communication and aims to provide fair, relevant, comprehensive and timely information regarding the Group’s performance to the shareholders and investment community to enable them to make informed decisions.
2. The Group’s Investor Relations team which is headed by the Managing Director is tasked with and focuses to build long term relationships with the shareholders and investment community.
3. Various means of communications to shareholders and investment community include –
i. Timely announcements to Bursa Securities via the Bursa Link
ii. Press conference after each general meeting
iii. Corporate briefings, roadshows and dialogues with financial analysts and potential investors
iv. Media coverage
v. Annual Report
vi. Company’s official website (www.kantou-jishin.com)
CORPORATE SOCIAL RESPONSIBILITY
1. The Board recognizes the importance of Corporate Social Responsibility as one of the essential principles in building a sustainable business.
2.The Group’s sustainability strategies ideally cover –
The Company adopts comprehensive policies and procedures in relation to –
i. occupational safety and health with the objective of providing a safe and healthy working environment for all employees.
ii. Industrial relations with the objection of managing employees’ welfare and well-being in the workplace
The Company acknowledges the need to minimize the impact to the environment and adopts industry standards and procedures in relation to preserving and conserving the environment.
The Company supports initiatives on environmental issues and focuses on optimizing recycling and encourages its employees to reduce paper usage and practicing the good culture of recycling waste materials.
The Company acknowledges its vital role in contributing towards the welfare of the community in which it operates.
The Company supports charitable causes and initiatives on community development projects.
WHISTLE BLOWING POLICY
1.The Whistle-Blowing Policy provides an independent feedback channel through which matters of concern about possible improprieties and irregularities may be raised in confidence and in good faith, without fear of reprisal.
2.This policy covers the following possible improprieties –
i. Matters of financial reporting
iii. Corruption, bribery or blackmail
iv. Criminal offences
v. Failure to comply with a legal or regulatory obligation
vi. Endangerment of employees’ health and safety
vii. Miscarriage of justice
viii. Concealment of any or a combination of the above
3.The principles underpinning the policy are as follows –
i. All concerns raised will be treated fairly;
ii. The Company will not tolerate harassment or victimization of anyone raising a genuine concern;
iii. Any individual making a disclosure will retain anonymity unless the individual agrees otherwise;
iv. The Company will ensure that any individual raising a concern is aware of who is handling the matter; and
v. The Company will ensure no one will be at risk of suffering some form of reprisal as a result of raising a concern even if the individual is mistaken. The Company, however, does not extend this assurance to a person who maliciously raises a matter he/she knows is untrue.
4. The grievance procedures are as follows –
i. If any employee or other stakeholder (Stakeholder) believes reasonably and in good faith that improprieties exist, he should report the concerns to the Independent Non-Executive Director, Mr. Lai Fook Hoy by email to firstname.lastname@example.org or in writing under confidential cover. All complaints received will be logged.
ii.The Independent Non-Executive Director shall arrange as soon as is practicable a private meeting with the Stakeholder.
iii. All reports received will be taken seriously and addressed promptly, discreetly, thoroughly and professionally.
iv. The Audit Committee will be informed as soon as is practicable upon receipt of the report under the following circumstances:
● A senior officer is alleged to have engaged in wrongdoing
● The alleged wrongdoing is serious and credible, and
● The risk or adverse impact on the Company is high
v. A summary of Reports received, investigation results, and subsequent actions taken under this policy will be reported to the Audit Committee on a quarterly basis.