Metronic Global Berhad - Board Charter
The Board Charter (“Charter”) set out the role, composition, duties and functions of the Board of Directors (“Board”) of Metronic Global Berhad (“Metronic” or “the Company”). The Board is responsible to Metronic Members for the corporate governance and performance of the Metronic Group and its authority is derived from the Memorandum and Articles of Association of the Company and other relevant laws/regulations/guidelines issued in Malaysia.
2. Board Membership, Size and Commitment
(a) Board structure and maximum tenure
The Board composition and members should comprise of qualified individuals with diverse experience and perspective to enable them to discharge their duties and responsibilities effectively. The basis for the presence of an independent voice on the Board is to ensure that objectivity in decision-making of the Board is achieved and that no single party can dominate such decision-making in the Company.
As general policy, the maximum tenure for Independent Directors of the Company is 9 years. Independent Directors should provide independent judgment without being subordinated to operational considerations. Their main roles are to ensure that the interests of all shareholders are indeed taken into account by the Board and that the relevant issues are subjected to impartial consideration by the Board.
On boardroom diversity, the Board will review the appropriate skills, experience and knowledge required of the Board members, in the context of the needs of the Group. The Board will review its composition and size from time to time to ensure its appropriateness. The Board collectively, and each Director individually, has the rights to seek independent professional advice at the Company’s expense, subject to the approval of the Chairman or in the Chairman’s absence, the Board.
(b) New appointments and Re-election
The nomination committee is responsible for assessing the nominee(s) for directorship and Board Committee membership. The nomination committee will assess the performance of Directors whose term of appointment is due to expire before submitting to Board of Director for approval. Any Director shall notify the Chairman of the Board before accepting any new directorship. The notification shall include an indication of time that will be spent on the new appointment. The Chairman shall also notify the Board if he has any new directorship or significant commitments outside the Company.
The Articles of Association provide that all newly appointed Directors will be subject to retirement at the next Annual General Meeting and is eligible for re-election.
3. Roles and responsibilities of the Board
The main function of the Board is to formulate the Company’s long term, medium term and short term strategy plans, to oversee the financial and operating performance of the Group and its subsidiaries. It also ensure that all policy and regulations prescribed by the regulators and authorizes are strictly adhered to.
The Board will approve the standard and policy of the Group and review it periodically to ensure it is relevant to current industry practice and accepted by business requirements. The Board will ensure Company’s information system, internal control system, financial system and other operating structures are in place to carry out day to day operations and routines works.
4. Board members performance assessment and evaluation
The Board recognizes the importance of assessing the effectiveness of individual Directors, the Board as a whole and its Committees. The Board shall review and evaluate its own performance and the performance of its Committees on an annual basis.
In order to attract high caliber executive director with relevant skills and experience, the Company shall provide a fair and reasonable, competitive remuneration for its executive directors. The payment of non-executive Directors fees will be approved by the shareholders at a General Meeting.
The board is provided with agenda together with a set of Board paper prior to the Board meetings. The Board papers include minutes of previous meeting, quarterly financial results, progress reports of Group Businesses, strategies proposals, regulatory and audit reports for the Board’s review and approval. These documents are issued in advance to enable the Board to seek clarification from the management to enable effective discharge its duties. Senior management and advisors are invited to attend board meetings where necessary to provide additional information and insights on the relevant agenda items tabled at the Board meetings.
The Board have full access to the advice and services of the Company Secretaries and other professionals and all information in relation to the Group to assist in the furtherance of their duties.
5. Delegation of power
The Board shall delegate to the Managing Director, the authority and power to manage the Company and its businesses within levels of authority specified by the Board from time to time. The Managing Director may delegate aspects of his authority and power but remains accountable to the Board for the Company’s performance and is required to report regularly to the Board on the progress being made by the Company’s business units.
6. Internal Controls and Risk Management
The Company has outsourced its internal audit function to external party, which critically reviews all aspects of the Company’s activities and its internal controls. Detail audits of the practices, procedures, expenditure and internal controls of all business units and subsidiaries are undertaken on a periodical and regular basis.
The internal controls system is reviewed on a regular basis by the Board of Directors. Audit reports will be presented to Audit Committee for deliberation and scrutinization.
7. Financial Reporting
The Board ensured that the financial statements have been prepared in accordance to the applicable approved accounting standards, the requirements of the Companies Act 1965 and other regulatory provisions. In preparing the financial statements, the Board has ascertained that judgments and estimates made are reasonable and prudent, and appropriate accounting policies have been adopted and applied consistently. The Board take due care and responsibilities for presenting a balanced and understandable assessment of the Group’s financial performance and prospects in respect of all quarterly results, annual financial statements and announcements issued by the Company. The Board is assisted by the Audit Committee to scrutinize information for disclosure to ensure its timeliness, accuracy, adequacy and compliance to the appropriate accounting standards.
The Directors must exercises their duty of confidentiality in relation to the Company’s confidential information.
Member of the Board of Director should disclose to the Board any other interest which the Director believes is appropriate to disclose in order to avoid any conflict of interest. The relevant disclosure should be made immediately after the Director becomes aware of his interest.
9. Investor and Shareholders Relation
The Group values dialogue with investors and analyst as a means of effective communication that enables the Board to convey information about latest development of the Group.
The Company’s Annual Meeting provides a vital platform for both private and institutional shareholders to share viewpoints and acquire information on issue relevant to the Group. At the Annual General Meeting, shareholders are encouraged to question resolutions proposed or to seek more information on the Group’s business operations in general. The Chairman and other member of the Board together with the Company’s auditors will be in attendance to provide explanation to all shareholders’ queries.
The Board encourage poll voting to effect substantive resolutions and make announcement of detailed results showing the number of votes cats for and against each resolution. The board also encourages the use of electronic means for poll voting.
The Board ensures that the Company has appropriate corporate disclosure policies and procedures. The main forms of corporate disclosures are as follows;
i) Periodical disclosure, in the form of quarterly annual reporting of financial results.
ii) Specific disclosure, as and when required, of administrative and corporate developments
Apart from the above and the mandatory announcement to Bursa Securities of the Company’s financial results and corporate developments, the Company maintains a corporate website (www.metronic-group.com) to allow public access to the Group’s information, business activities and latest developments, as well as to provide feedback. Investors and the public who wish to contact the Group on any enquiry comment or proposal can channel them through e-mail or contact the following person.
10. Review Of Board Charter
This Board Charter has been approved by the Board on 21 APRIL 2014. Regular review will be performed by the Board and make the necessary amendments to ensure that all remain consistent with the Board’s objective, current law and practices.