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GLOBETRONICS TECHNOLOGY BERHAD

 

(Company No: 410285-W)

(Incorporated in Malaysia)

BOARD CHARTER

 

 

 


GLOBETRONICS TECHNOLOGY BERHAD

(Company No: 410285-W) (Incorporated in Malaysia)


BOARD CHARTER

 1. OVERVIEW

The Board Charter sets out the principal functions, composition, roles and responsibilities of the Board of Directors of Globetronics Technology Berhad (“GTB” or “Company”) and also the functions and responsibilities delegated to the Board Committees as well as to the Management of GTB and its Group.

The Board of Directors of GTB is primarily responsible for ensuring that the principles of good corporate governance are practiced and appropriate governance structure is in place in creating, protecting and enhancing shareholders’ and stakeholders’ values and in promoting stability.

The Board of Directors of GTB has a duty of being effective steward and guardian of the Company in setting strategic directions and in overseeing the conduct of business and also in ensuring that the Company is in compliance with laws and ethical values and maintains an effective governance structure to ensure the appropriate management of risks and level of internal controls.

The Board of Directors of GTB recognizes the value of good governance and the significant milestone of the Malaysian Code on Corporate Governance 2017 which focuses on enhancing board effectiveness by strengthening board structure and its composition while recognizing the active and responsible fiduciary role of each of the members of the Board.

2. OBJECTIVES

The objectives of the Board Charter are to ensure that the members of the Board are aware of their roles, duties and responsibilities and the application of principles and practices of good corporate governance in their business conduct and dealings in respect of, and on behalf of the Company and the various laws and legislations governing them and the Company.

3. BOARD OF DIRECTORS

3.1    ROLES AND RESPONSIBILITIES

The Board of Directors takes full responsibility for the overall performance of the Company and its Group and its obligations to the Company’s shareholders and stakeholders.

The principal roles and responsibilities of the Board of Directors are as follows: -

  1. Review and adopt strategic plans/direction of the Company and its Group and to monitor the implementation of such plans/directions by the Management.
  2. Review and adopt corporate objectives of the Company and its Group which includes performance targets and long-term and medium-term goals.
  3. Identify principal risks of the Group and to ensure the implementation of appropriate internal control and mitigation measures.
  4. Identify and ensure that the strategic plan of the Company supports long-term value creation and includes on economic, environmental and social considerations underpinning sustainability.
  5. Succession planning for CEO and Senior Management, including the implementation of appropriate systems for recruiting, training and determining the appropriate compensation benefits.
  6. Oversee the implementation of a shareholders’ communication policy and investors’ relations program for the Company, to enable effective communications with its shareholders and stakeholders.
  7. Review the adequacy and integrity of the Group’s internal control systems and management information systems and to ensure regulatory compliance with applicable laws, regulations, rules and guidelines.
  8. The Board shall oversee that both safety and security risks are managed effectively to ensure protection of personnel, information and other assets.
  9. The Board delegates certain responsibilities to the various Board Committees with clearly defined terms of reference to assist the Board in the discharge of its responsibilities.

3.2 POWERS AND DUTIES

  1. The Directors may exercise all such powers of the Company and do all such acts on behalf of the Company in managing the business within the scope of the Company’s Memorandum and Articles of Association and of the Companies Act, 1965 and their subsequent amendments thereto.
  2. The Board is to establish written procedures in determining the relevant issues which require the decision of the Board and issues which can be delegated to the Board Committees or to the Management.
  3. The Board has full decision-making powers on the following matters: -
(a) Corporate strategies.
(b) Annual budgets.
(c) Risk Management policies.
(d) Treasury policies.
(e) Authority limits.
(f) Major capital expenditure and acquisitions and disposal of assets which are not in the ordinary course of business of the Group
(g) Conflict of interest issues relating to a substantial shareholder or a Director.
(h) Any other issues which may be decided by the Board from time to time.

4. BOARD COMPOSITION AND SIZE

The Board determines the Board size and composition, subject to limits imposed by the Company’s Articles of Association. The Articles of Association provides for a minimum of three directors and a maximum of fifteen.

In compliance with Paragraph 15.02 of the Bursa Malaysia Securities Berhad (“Bursa Securities”) Listing Requirements, at least one-third of the Board shall comprise of Independent Directors. In the event the number is not three or in the multiples of three, then the number nearest to one third shall be used. The Board shall comply with the Bursa Securities Listing Requirements as may be amended from time to time in respect of the composition of the Board.

The Board shall have a balance mix of skills, knowledge and expertise to ensure its effectiveness.

There are currently ten Directors on the Board of GTB comprises of two Non-Independent Executive Directors who are the Chairman and CEO, four Independent Non-Executive Directors and four Non-Independent Non-Executive Directors.

The Executive Directors shall together with the Management Team are responsible for the making and implementing of operational decisions. The Non- Executive Directors play a key supporting role in contributing their skills, expertise and knowledge towards the formulation of the Group’s strategic and corporate objectives, policies and decisions.

There is a separation of the role between the Company’s Chairman and that of the CEO to ensure a clear division of responsibilities and a balance of control, power and authority. The Chairman is responsible for the leadership, effectiveness, conduct and governance of the Board, while the CEO has overall responsibility for the day-to-day management of the business and implementation of the Board’s policies and decisions. The CEO is responsible to ensure due execution of strategic goals, effective operation within the Company, and to explain, clarity and inform the Board on matters pertaining to the Company.

A Director has the duty to notify the Chairman of the Company before accepting any new directorship appointment with the indication of time that he/she would spend on his/her new appointment.

5.  CHAIRMAN

The Board shall appoint one of its members to be Chairman of the Board in accordance with the Articles of Association of the Company.

The Chairman is responsible for: -

i.   Leadership of the Board, ensuring effectiveness on all aspects of its role, setting Board agenda and ensuring adequate time is available for discussion of all agenda;
ii.  Ensuring the efficient organization and conduct the Board’s function and meetings;
iii. Ensuring the provision of accurate, timely and clear information to members of the Board; 
iv. Ensuring effective communication with shareholders and stakeholders;
v.  Facilitating the effective contribution of non-executive directors at Board meetings and ensuring constructive relations between the executive, nonexecutive directors and between the Board and management;
vi. Instilling good corporate governance practices, leadership and effectiveness of the board is appointed

6.   CHIEF EXECUTIVE OFFICER (“CEO”)

The CEO implements the policies, strategies and decisions adopted by the Board.  He is responsible for the day-to-day management of the Company’s operations and shall adhere to the guidelines and instructions provided by the Board.

The CEO shall ensure that the Company’s financial statements are prepared in accordance with legislation and regulations.

7.    BOARD COMMITTEES

The Board may delegate responsibilities for specific matters to the Board Committees to assist in the discharge of its responsibilities.  The Board Committees report and make recommendations to the Board who is ultimately responsible for all decision making.

The current Board Committees of GTB are: -

i.   Audit and Risk Management Committee (“ARMC”);
ii.  Nomination Committee;
iii. Remuneration Committee; and
iv. Employee Share Options Scheme (“ESOS”) Committee.

Each Board Committee has its own Terms of Reference approved by the Board and are periodically reviewed by the Board.

8.    BOARD MEETINGS AND PROCEDURES

The Board shall meet at least 4 times a year and has a formal schedule of matters reserved for the Board to decide.

The quorum for the Board meeting shall be 3 members.

The meeting materials are circulated at least five days in advance of the Board meeting.

The Executive Directors i.e. the Chairman and the CEO are responsible for the appropriate preparation and documentation of issues to be dealt with by the Board. The Board documentation shall contain sufficient information to provide the Board members with an adequate basis to deliberate and reach a decision on the issue in question.

9.     DECLARATION OF INTEREST/CONFLICT OF INTEREST

A Director, who is in any way, whether directly or indirectly interested in a contract or proposed contract with the Company shall declare the nature of his interests in accordance with the provisions of the Companies Act, 2016 and shall excuse himself from Board discussions and deliberations and voting in respect of those resolutions/interests.

10.   ACCESS TO INFORMATION AND ADVICE

The Board members have access to all information pertaining to the Company and Management shall supply accurate and complete information to the board in a timely manner to enable the Board to discharge its duties effectively.

All Directors have access to the advice and services of the Company Secretary.

A Director is entitled to seek independent professional advice subject to the consent from the management and which approval shall not be unnecessarily withheld, including but not limited to legal, accounting and financial, either collectively or individually as may be considered necessary in furtherance of their duties and responsibilities at the expense of the Company.

11.  DIRECTORS’ TRAINING

All Directors are required to attend the Mandatory Accreditation Program in compliance with the Listing Requirements of Bursa Malaysia Securities Berhad.

The Board Nomination Committee will assess the training needs of the Directors and the Directors are expected to undertake any necessary professional education or training program to enable them to discharge their duties as a Director.

12. FINANCIAL REPORTING

The Board is responsible for reviewing the Management’s draft of the financial statements.  The Company aims to present a clear and fair assessment of the Company’s financial position and future prospects in respect of all quarterly results, annual financial statements and announcements issued by the Company within the stipulated timeframe.

The Board is assisted by the ARMC who helps to scrutinize information to ensure disclosures are made accurately and adequately on a timely basis.

13.  SHAREHOLDERS COMMUNICATION POLICY

The Board ensures timely release of financial results and various announcements to provide shareholders with an overview of the Company’s performance, corporate strategies and other matters affecting the interests of shareholders.

The Board shall prepare issues to be dealt with at shareholders’ meetings and use the shareholders’ meeting to communicate effectively with its shareholders, stakeholders and the public in general.

The Board maintains appropriate corporate disclosure policies and procedures, which are in compliance with the Listing Requirements of Bursa Malaysia Securities Berhad.

14.   REVIEW OF THE BOARD CHARTER

The Board shall review the Board Charter at lease once in every financial year and to make any necessary amendments as and when the Board deems necessary.