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Board Charter

Magni > Board Charter
  1. Purpose 

    The Board Charter sets out the duties, responsibilities, functions and composition of the Board in accordance with the appropriate standards for good corporate governance. It also sets out the delegation of authority by the Board to various committees to ensure the Board members in performing their responsibilities on behalf of the Group would act in the best interests of all stakeholders.

  2. Authority 

    The Board derives its authority to act from the Memorandum and Articles of Association of the Company and the laws and regulations governing companies in Malaysia.

  3. Duties and Responsibilities of the Board 
    The Board has the overall responsibility for corporate governance, setting strategic direction, overseeing the management of the Group’s business and ultimately creating shareholders’ value in the long run.

    The Board of Directors :

    1. Formulate the Group’s strategic plans and where appropriate, to include strategies on economic, environmental and social considerations underpinning sustainability ;
    2. Carry out periodic review of the Group’s financial and operating results ;
    3. Identify principal risks and ensure the implementation of appropriate systems to manage those risks ;
    4. Oversee the conduct of the Group’s business ; and
    5. Ensure that the Group’s management information and internal controls system are in place and properly implemented.
  4. Board Committees
    The Board delegates the specific responsibilities to 3 Board Committees, namely the Audit and Risk Management Committee (ARMC), Nominating Committee (NC) and Remuneration Committee (RC), all of which have terms of reference to govern their responsibilities.
    Each Committee has its own specific terms of reference as approved by the Board. The powers and authority delegated to these Committees are also set out in the terms of reference of each of the Committees. The terms of reference of the Committees will be reviewed periodically and amended accordingly after approval by the Board.

    The evaluation of the committees and its members will be performed annually.

  5. Executive Chairman

    The Chairman leads the board of directors in providing governance and oversight of the management as well as guidance on strategic matters. The Chairman is responsible for the smooth and effective functioning of the Board. The Chairman presides at the Board meetings and general meetings of the Company.

  6. Managing Director  

    Reporting to the Board, the Managing Director’s responsibility is to focus on the business and operations of the Group, ensuring that it is run efficiently and effectively and in accordance with the strategic decisions of the Board.

  7. Executive Directors 

    The Executive Directors are involved in overseeing the day-to-day operations and management within their areas of responsibilities and are decision makers on matters within their scope. They work closely with the Managing Director and with each other to lead the management to ensure growth and sustainability of the Group businesses.

  8. Non-Executive Directors 
    The Non-Executive Directors do not participate in the day-to-day management of the Group.

    They provide independent and objective assessment and judgments on the direction, strategies, plans and performances of the Group.

  9. Composition of Directors 
    The Company’s Articles of Association provides for a minimum of two (2) directors and a maximum of ten (10) directors.
    In accordance with Paragraph 15.02 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company must ensure that at least 2 directors or 1/3 of the Board, whichever is the higher, of Board members must comprise of Independent Directors who provide independent judgement and objectivity.
    The Board should comprise suitably qualified individuals with diverse set of skills, knowledge, expertise and experience.
    The size, composition and diversity of the Board shall be reviewed and determined at least annually to reflect the Company’s requirements and to facilitate effective decision-making.

    The assessment on the performance of each Director will be performed annually.

  10. Maximum Tenure for Independent Directors 
    The tenure of an Independent Director should not exceed a cumulative term of nine years. Notwithstanding this, a Director may continue to serve on the Board as a Non-Independent Director.
    If the Nomination Committee has concluded and the Board has concurred, after assessment carried out annually, that the services of the independent director concerned are still required by the Company subject to his/her reappointment as Independent Director being approved by shareholders.
    If the board continues to retain the Independent Director after the twelfth year, the board should seek annual shareholders’ approval through a two-tier voting process.
    Alternatively, upon completion of the nine years, an Independent Director may continue to serve on the Board subject to his re-designation as a Non-Independent Director.
  11. Annual Review of Independent Directors 
    The Board through NC carries out an annual assessment of the independent directors with the aim of strengthening the role of independent directors to facilitate independent and objective decision making in the Company, free from undue influence and bias.
    Criteria have been set to assess the independence of independent Directors which are in line with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
  12. New Appointment/Re-election of Director 
    NC is responsible for assessing the nominee(s) for directorship and thereupon submitting their recommendation to the Board for decision.
    Appointments of Director to the Board shall be made and carried out based on the recommendation of the NC. The Board shall comprise members who collectively have the right mix of qualifications, skills, competencies and other complimentary attributes that will best serve the needs of the Company. Time commitment will also be obtained from a Director at the time of appointment. Additionally, All Board members should notify the Chairman of the Board before accepting any new directorship outside the Group.
    In accordance with the Company’s Articles of Association, at least one-third (1/3) of the Directors shall retire from office every year provided always that all Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election at the Annual General Meeting (“AGM”).
    Eligible directors may seek re-election at the AGM. NC is responsible for recommending to the Board those Directors who are eligible to stand for re-election. The recommendation is based on the reviews of their performance taking into consideration their contribution to the Board through their skills, experience, qualities and ability to act in the best interests of the Company in decision making.
  13. Directors’ Training 

    All newly appointed Directors are to complete their Mandatory Accreditation Programme as required by the listing requirements of Bursa Malaysia Securities Berhad. The Directors through the NC assesses the training needs of each director and recommends the types of training programs the Directors may attend in order to enhance their knowledge and contribution to the Board.

  14. Board Meetings
    The Board will have at least four (4) scheduled meetings annually, with additional meetings to be convened as and when necessary.
    Board papers with sufficient notice are distributed to Directors at least seven (7) days or such earlier period as agreed by the Board prior to each meeting to enable the Directors to peruse and seek additional information or obtained further explanation on matters to be deliberated.
  15. Access to Information and Independent Advice
    The Board is supplied with, on a timely basis, information in a form and of quality appropriate to enable it to discharge its duties.
    Every Director has also access to the advice and services of the Companies Secretary and may obtain independent professional advice at the Company’s expense in furtherance of their duties.
  16. Directors’ Code of Ethics
    The Company’s Code of Ethics (COE) provides the standard of conduct required for directors and employees regarding ethical and behavioral considerations or actions in discharging their duties and responsibilities.
    The COE promotes integrity and ethical conduct in all aspects of the Group operations. The areas covered in the COE include dealings in securities, confidentiality of information, conflict of interest, bribery and corruption, gifts and dealings with business partners.
  17. Review of Board Charter

    The Board Charter will be annually reviewed or as and when necessary by the Board to be updated with the changes in regulations and best practices in order to ensure its effectiveness and relevance to the Board’s objectives.