| 1 | INTRODUCTION | ||||||||
| The Board of Directors of UPA Corporation Berhad (hereinafter referred to as “the Company”) fully appreciates the importance of exercising high standards of corporate governance in the conduct of the Company’s business and affairs through transparency, accountability and corporate governance. | |||||||||
| 2 | PURPOSE | ||||||||
| This Board Charter sets out the roles, functions, processes and operations of the Board and is applicable to all members of the Board. This is to ensure all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members | |||||||||
| This Board Charter also serves as a source of reference and primary induction literature, providing insights to prospective Board members. | |||||||||
| 3 | BOARD COMPOSITION | ||||||||
| 3.1 | The Board consists of individuals with diverse background in business, financial, professional and technical knowledge which they collectively bring with them a range of experience and expertise to ensure the company is guided by a competent Board | ||||||||
| 3.2 | The number of directors including a managing director shall not be less than two(2) or more than twelve (12).At any one time, at least one-third (1/3) of the Board members are independent directors. | ||||||||
| 3.3 | The Board shall appoint a Senior Independent Director who will attend to any query or concerns raised by shareholders | ||||||||
| 4 | APPOINTMENT OF DIRECTOR | ||||||||
| The Board is empowered to appoint a director upon recommendation from the Nomination Committee. In making the recommendation, the Committee will consider and evaluate the required mix of skills, knowledge, expertise and experience that a candidate brings to the Board. | |||||||||
| 5 | TIME COMMITMENT FOR ACCEPTING NEW DIRECTORSHIP | ||||||||
| Directors are expected to have such expertise so as to qualify them to make positive contribution to the Board performance of its duties and to give sufficient time and attention to the affairs of the Company.All Board members shall notify the Chairman of the Board before or upon accepting any new directorship. The notification shall include an indication of time that will be spent on the new appointment. | |||||||||
| 6 | RE-ELECTION OF DIRECTORS | ||||||||
| The Articles of Association of the Company provides that every newly appointed Director be subjected to re-election at the immediate Annual General Meeting (“AGM”). Further, one third (1/3) or nearest 1/3 of the Board shall retire from office and be eligible for re-election at every AGM, and all the Directors shall submit themselves for re-election at least every three (3) years. | |||||||||
| 7 | CHAIRMAN | ||||||||
| 7.1 | The directors shall elect a Chairman from among the Independent directors. | ||||||||
| 7.2 | If at any meeting the Chairman is not present within five (5) minutes after the time appointed for holding the meeting, the directors present shall choose one of their members to be Chairman of the meeting. | ||||||||
| 7.3 | The role of the Chairman is to ensure that the Board fulfils its role. The responsibilities of the Chairman include: | ||||||||
| (a) chairing Board meetings and annual shareholders’ general meeting | |||||||||
| (b) ensuring all Directors have full and timely access to information | |||||||||
| (c) assisting in Board discussions to address the key issues facing the Company | |||||||||
| (d) providing appropriate leadership to the Board and the Company | |||||||||
| (e) to ensure effective communication with shareholders and relevant stakeholders. | |||||||||
| 8 | DIRECTORS’ MEETINGS | ||||||||
| 8.1 | The meetings of directors are ordinarily held at least four times per financial year. | ||||||||
| Any director can request to summon a meeting of directors. That procedure of requisiton is set in Article 113 of Articles of Association. |
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| 8.2 | The quorum for holding a directors’ meeting shall be two (2) unless otherwise determined by the directors. | ||||||||
| 8.3 | Questions arising at any meeting of directors shall be decided by resolutions passed by a majority of the directors present and voting at the meeting.In case of an equality of votes the Chairman of the meeting shall have a second or casting vote. | ||||||||
| 8.4 | All members of the Board will receive the agenda of the meeting and Board papers for deliberation prior to and in advance of each meeting.The Board papers amongst others include annual and quarterly financial results and current review of the operations of the Company. | ||||||||
| 8.5 | All proceedings of the Board meetings are minuted and signed by the Chairman of the meeting. | ||||||||
| 9 | ROLE OF THE BOARD | ||||||||
| The role of the Board of the Company is to provide strategic guidance to the Company and effective oversight of its management for the benefit of shareholders and other stakeholders. | |||||||||
| In performing its role the Board should act at all times | |||||||||
| (a) with integrity and objectivity, and in accordance with the principles and best practices set | |||||||||
| out in the Malaysian Code on Corporate Governance; | |||||||||
| (b) in accordance with the duties and obligations imposed upon it by the constitution of the | |||||||||
| Company and law; and | |||||||||
| (c) to act honestly and fairly and in accordance with law, in serving the interests of the | |||||||||
| shareholders and other stakeholders of the Company. | |||||||||
| 10 | RESPONSIBILITIES OF THE BOARD | ||||||||
| The board is entrusted with directing the Company’s operation to enhancing long term shareholders’ value. | |||||||||
| The responsibilities of the Board include the following: | |||||||||
| (a) approving corporate plans | |||||||||
| (b) approving annual budget | |||||||||
| (c) approving major capital expenditures | |||||||||
| (d) decision making regarding significant financial matters | |||||||||
| (e) reviewing financial and operating performance of the Company | |||||||||
| (f) reviewing and approving annual and quarterly financial statements prior to publication | |||||||||
| (g) ensuring the financial statements are prepared in accordance with the applicable | |||||||||
| approved accounting standards in Malaysia and the provisions of the | |||||||||
| Companies’ Act, 1965 | |||||||||
| (h) reviewing the adequacy and integrity of the system of internal control | |||||||||
| (i) discussing the key risks identified and the appropriate mitigating controls | |||||||||
| 11 | BOARD COMMITTEES | ||||||||
| 11.1 | The Board is assisted in the discharge of its duties and responsibilities by a number of Committees. These Committees act by examining relevant matters and making recommendations to the Board. | ||||||||
| 11.2 | The Committees established are as follows: 1) Audit Committee 2) Nomination Committee 3) Remuneration Committee |
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| 11.3 | The Board shall appoint its members and chairman of each committee from among the directors. | ||||||||
| 11.4 | Audit Committee – | ||||||||
| The Audit Committee shall comprise three (3) or more members from the Board, and all of whom must be Non-Executive Directors,and a majority of whom must be Independent Directors. | |||||||||
| The Committee shall undertake the following responsibilities and duties: | |||||||||
| (a) reviewing the internal and external auditors’ scope of works and their audit plans | |||||||||
| (b) reviewing with the external auditors on the result of their audit and evaluate the | |||||||||
| accounting policies and system of internal control within the Group | |||||||||
| (c) reviewing with the internal auditors on the findings of their audit and evaluate the | |||||||||
| system of internal control within the Group | |||||||||
| (d) reviewing with the management on the audit reports and management letters issued by | |||||||||
| the internal and external auditors and the implementation of their recommendations | |||||||||
| (e) evaluating the performance of the internal and external auditors and to put forward | |||||||||
| recommendation on their appointment to the Board | |||||||||
| (f) reviewing the quarterly and year end financial results and recommending for the | |||||||||
| Board’s approval before releasing to the relevant authorities | |||||||||
| (g) reviewing the Group’s compliance with the accounting standards set by the | |||||||||
| Malaysian Accounting Standards Board | |||||||||
| (h) reviewing the Group’s compliance with the Bursa Malaysia Listing Requirements | |||||||||
| (i) reviewing the Group’s status of compliance with the Malaysian Code on Corporate | |||||||||
| Governance | |||||||||
| (j) reviewing any related party transaction and conflict of interest situation that may arise | |||||||||
| within the Company including any transaction, procedure or course of conduct that | |||||||||
| raises question on management integrity | |||||||||
| 11.5 | Nomination Committee | ||||||||
| The Nomination Committee shall comprise three (3) or more members from the Board, and all of whom must be Non-Executive Directors, and a majority of whom must be Independent Directors.The Chairman must be the Senior Independent Director. | |||||||||
| The Nomination Committee primary duties and responsibilities include | |||||||||
| (a) assessing and recommending to the Board the candidature of directors | |||||||||
| (b) appointing of directors to Board committees | |||||||||
| (c) reviewing of Board’s succession plans and training programmes | |||||||||
| (d) evaluating of Independent Directors | |||||||||
| 11.6 | Remuneration Committee | ||||||||
| The Remuneration Committee shall comprise three (3) or more members from the Board, and a majority of whom are Non-Executive Directors. | |||||||||
| Directors, and a majority of whom must be Independent Directors. | |||||||||
| The Committee is responsible for recommending to the Board the remuneration of the Executive Directors in all its form, drawing from outside advice as necessary. Executive Directors play no part in decisions on their own remuneration.The determination of remuneration packages of Non-Executive Directors should be a matter for the Board as a whole. | |||||||||
| 12 | MANAGING DIRECTOR | ||||||||
| 12.1 | The Directors shall appoint one or more members of the Board to the office of Managing Director for such fixed period not exceeding three (3) years.His appointment shall be automatically determined if he ceases from any cause to be director. | ||||||||
| 12.2 | The Managing Director is responsible for the executive management of the Company and is accountable to the Board for its day-to-day operations. The responsibilities include: | ||||||||
| (a) developing business plans, budgets and Company strategies for consideration by the | |||||||||
| Board and, subject to their approval by the Board, implementing those plans, budgets | |||||||||
| and Company strategies; | |||||||||
| (b) exploring business opportunities which are of potential benefit to the Company | |||||||||
| (c) ensuring that the Board and Board Committees are provided with sufficient information | |||||||||
| on a timely basis regarding the Company’s operations, performance, financial | |||||||||
| conditions, operating results and prospects, to enable the Board and Board | |||||||||
| Committees to fulfil their governance obligations; and | |||||||||
| (d) identifying and managing operational risks and where those risks could have a | |||||||||
| material impact on the Company’s operations, creating strategies for managing those | |||||||||
| risks for consideration by the Board. | |||||||||
| 13 | DIRECTORS’ TRAINING | ||||||||
| All Directors must attend the Mandatory Accrediatation Program as required by the Bursa Malaysia Securities Berhad (“Bursa Securities”). In addition, the Directors are encouraged to continue to undergo other relevant training programme to enable them to enhance their knowledge and skills and be updated on new regulatory requirements. | |||||||||
| Newly appointed Directors shall be briefed on the Company’s business process and operations to ensure they have a comprehensive understanding of the Company’s operations. | |||||||||
| 14 | ACCESS TO INFORMATION AND INDEPENDENT PROFESSIONAL ADVICE | ||||||||
| 14.1 | The Directors have access to all information within the Company whether as a full board or in their individual capacities to the extent that the informantion required is pertinent to the discharge of their duties as director in the furtherance of the Company’s interest and benefit. | ||||||||
| 14.2 | Board papers are distributed prior to meetings at least three working days in advance to enable the Directors to obtain explanation where necessary. | ||||||||
| 14.3 | The Directors have access to advice and services of the Company Secretary and are allowed to take independent professional advice where necessary and in appropriate circumstances in the furtherance of their duties as directors at the Company’s expense. | ||||||||
| 15 | COMPANY SECRETARY | ||||||||
| The Company Secretary plays an important advisory role a source of information and advice to the Board and Committees on issues relating to compliance with law, rules, procedures and regulations affecting the Company. | |||||||||
| The Board shall appoint someone who is capable of carrying out the duties to which the post entails, and the removal of the Company Secretary shall be a matter of the Board as a whole. | |||||||||
| The Company Secretary shall undertake amongst others the following functions: | |||||||||
| (a) advise the Board and Management on governance issues | |||||||||
| (b) attend Board and general meetings, and ensure the proper recording of minutes | |||||||||
| (c) prepare and file the necessary Forms and Returns with the CCM | |||||||||
| (d) ensure proper upkeep of statutory registers and records | |||||||||
| (e) liaise with the CCM in respect of the Company’s secretarial and related affairs | |||||||||
| (f) Liaise with Bursa Securities and Securities Commission in respect of compliance | |||||||||
| with Listing Requirements or relevant requirements, if applicable | |||||||||
| 16 | COMMUNICATION WITH SHAREHOLDERS | ||||||||
| The Company communicates with its shareholders via the timely release of financial results on quarterly and annual basis to provide an overview of the Company’s performance and operations. In addition the Company has established a web site at www.upa.com.my which shareholders can access for information. | |||||||||
| In accordance with Listing Requirements, the Company has assigned specific personnel to answer queries for the shareholders. | |||||||||
| 17 | ANNUAL GENERAL MEETING (AGM) | ||||||||
| The Company is required to send the Notice of the AGM to shareholders at least 21 days before the meeting. | |||||||||
| At the AGM, the shareholders are encouraged to ask questions both about the resolutions being proposed or about the Company’s performance in general | |||||||||
| Where it is not possible to provide immediate answers, the Chairman will undertake to furnish the shareholders with written answers after the AGM. | |||||||||
| 18 | REVIEW OF CHARTER | ||||||||
| The Board will review the Charter periodically to ensure it remains consistent with the Board’s objectives and responsibilities | |||||||||
| 19 | PUBLICATION OF THE CHARTER | ||||||||
| A copy of the Board Charter is made available for reference in the Company’s website at www.upa.com.my | |||||||||
