Corporate Governance > Board Charter

The Board has adopted a Board Charter which sets out the roles and responsibilities of the Board and Board Committees and serves as a guide and reference for Directors in relation to their role, powers, duties and functions. The Board Charter also outlines processes and procedures for the Board and Board Committees for convening of their meetings. The Board Charter is reviewed periodically.

Definitions
Act Companies Act, 1965
Board Board of Directors of CMS
Board Committee(s) The Committee(s) of the Board as detailed in Paragraph 2.3 of the Board Charter
CMS or Company Cahya Mata Sarawak Berhad
CMS Group CMS and its subsidiaries
Company Secretary Company Secretary of CMS
Corporate Governance The standards of corporate governance as set out in the Malaysian Code on Corporate Governance 2012 or any updates or revisions thereon in any other applicable set of corporate governance guidelines
Director(s) A member of the Board of CMS
GED Group Executive Director of CMS
Independent Director(s) A director who does not participate in the management of the Company and who satisfies the criteria for “independence” set out in the Listing Requirements of Bursa Malaysia Securities Berhad
GMD Group Managing Director of CMS
Senior Management GED, GMD and senior management of CMSB Group comprising Chief Financial Officer and Heads of Divisions and/or Departments
Stakeholders The CMS Group’s staff, customers, shareholders and the community in which it carries on its businesses
TOR Terms of Reference
        1. OBJECTIVE The objectives of this Board Charter are to ensure that all Board members are aware of their fiduciary duties and responsibilities as members of the Board, of the various legislations and regulations affecting their conduct and of the highest standards of Corporate Governance are required to be applied in all their dealings in respect of and on behalf of the Company.
        1. BOARD STRUCTURE
                1. Board Balance and Mix
                        1. The number of Directors shall be not less than two (2) but not more than eighteen (18) as set out in the Company’s Articles of Association.
                        1. In accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company must ensure that at least two (2) Directors or one-third (1/3) of the Board of Directors of the Company, whichever is higher, are independent Directors. If the number of Directors of the Company is not three (3) or a multiple of three (3), then the number nearest one-third (1/3) must be used.
                        1. The position of the Chairman, Deputy Chairman and the GMD shall be held by different individuals and the Chairman and Deputy Chairman shall be non-executive members of the Board.
                        1. There must be a clear division of responsibilities between the Chairman, Deputy Chairman and the GMD.
                1. Tenure of Directors
                        1. Pursuant to the Company’s Articles of Association, an election of Directors takes place subsequent to their appointment each year where one-third (1/3) of the Directors or if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3), shall retire by rotation from office and shall be eligible for re-election at each annual general meeting and that each Director shall retire from office at least once in every three (3) years and shall be eligible for re-election.
                        1. The Directors to retire at the annual general meeting shall be those who have been longest in office since their last election, but as between persons who became Directors on the same day those to retire (unless they otherwise agree among themselves) shall be determined by lot.
                        1. Directors who have attained the age of seventy (70) years old must submit themselves for re-appointment pursuant to the Act.
                        1. The tenure of an independent Director shall not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, an independent Director may continue to serve the Board subject to the Director’s re-designation as a non-independent Director. Subject to obtaining the approval of the Company’s shareholders, the Board may recommend and provide strong justification in the event it retains an independent Director who has served a cumulative term of nine (9) years as an independent Director of the Company.
                        1. The Board acknowledges the importance of board diversity, including gender, age and ethnicity diversity, to the effective functioning of the Board. Female representation will be considered when vacancies arise and suitable candidates are identified, underpinned by the overriding primary aim of selecting the best candidate to support the achievement of the Company’s strategic objectives.
                1. Board Committees
                        1. The Board has established Board Committees as part of its efforts to ensure the effective discharge of its duties and to allow specific issues to be discussed in depth by Directors with the appropriate and relevant knowledge and insight.
                        1. The Committees established by the Board to assist the Board in the execution of its duties are as follows:
                                • Audit Committee
                                • Nomination & Remuneration Committee (“NRC”)
                                • Risk Committee
                                • Employees’ Share Option Scheme (“ESOS”) Committee
                        1. The Chairman of the respective Board Committees will report to the Board on the outcome/key issues deliberated by the Board Committees at the Board meetings.
                        1. Each of the respective Board Committees shall be governed by a TOR which shall set out their duties, responsibilities and criteria for membership. The respective TOR shall be periodically reviewed by the Board to ensure their appropriateness.
                1. Board Communications
                        1. The Board will maintain an effective communications policy that enables both the Board and Senior Management to communicate effectively with all stakeholders.
                        1. The Board will ensure that the general meetings of the Company are conducted in an efficient manner and serve as a channel for shareholder communications and engagement.
                        1. These include the supply of comprehensive and timely information to shareholders and the encouragement of active participation at general meetings.
        1. ROLES AND RESPONSIBILITIES OF BOARD
                1. Role of Board
                          1. The functions of the Board are to:
                                  • review and adopt the CMS Group’s strategic plan and direction and ensure that resources are available to meet its objectives.
                                  • oversee the conduct of the CMS Group’s businesses in accordance with the strategic plan and budgets and take any corrective actions if necessary.
                                  • monitor the compliance with all relevant statutory and legal obligations.
                                  • identify principal risks and ensure the implementation of appropriate internal control systems to manage these risks and mitigation measures.
                                  • oversee the development and implementation of investor relations and shareholder communications policies for the Company.
                                  • review the adequacy and the integrity of the CMS Group’s management information and internal control systems including systems for compliance with applicable laws, regulations, rules, directives and guidelines.
                                  • ensure that the CMS Group’s core values, vision and mission and shareholders’ interests are complied with.
                                  • establish such committees, policies and procedures to effectively discharge the Board’s roles and responsibilities.
                                  • implement a Board self-evaluation programme and follow-up action to deal with issues arising thereon and to identify training needs for Directors.
                                  • ensure that the Company has appropriate corporate governance structures in place including standards of ethical behaviour to promote a culture of corporate responsibility.
                          1. Role of Chairman and GMD
                                  1. The roles of the Chairman and GMD are to be always strictly separated.
                                  1. The Chairman (or in his/her absence the Deputy Chairman) is responsible for:
                                          • leadership of the Board.
                                          • overseeing the effective discharge of the Board’s supervisory role.
                                          • facilitating the effective contribution of all Directors.
                                          • conducting the Board’s functions and meetings.
                                          • briefing all the Directors in relation to issues arising at meetings.
                                          • scheduling regular and effective evaluation of the Board’s performance.
                                          • promoting constructive and respectful relations between Board members and between the Board and Senior Management.
                                          • ensure the Directors have access to necessary training programs or materials that match up with the identified development areas.
                                  1. The GMD is responsible for the:
                                          • strategic business direction, plans, budgets and policies of the CMS Group.
                                          • efficient and effective operation of the Group.
                                          • day-to-day management of the CMS Group in accordance with all powers, discretions and delegations authorised, from time to time, by the Board.
                                          • bringing material matters to the attention of the Board in an accurate and timely manner.
                          1. Code of Ethics for Directors and Whistle-Blowing Policy
                                  1. The Board has adopted a Code of Ethics and has in place a Whistle-Blowing Policy.
                          1. BOARD PROCESSES
                                  1. Board Meetings
                                          1. The Board meets in person at least four (4) times a year. A Board calendar is set in advance by the Company Secretary and synchronized with the quarterly financial reporting deadlines as well as the Management’s planning cycle.
                                          1. Proceedings of all meetings and the decisions of the Board are recorded in the minutes of the meeting. Minutes of the meetings are circulated to the Directors and approved by the Board at the subsequent meeting.
                                          1. As a best practice and to provide ample time for Directors to study and evaluate the matters to be discussed and subsequently make effective decisions, the Board and/or Board Committee notice, agenda items and papers are circulated at least seven (7) days prior to the meeting.
                                          1. The Board or any Board Committee may invite the Senior Management and/or external parties such as auditors (both internal and/or external auditors), solicitors and/or consultants as and when the need arises. Such invited parties may attend part or all of the Board or Board Committee Meeting at the discretion of the Board (as the case may be).
                                  1. Access to Information
                                          1. The Directors have unrestricted access to the advice and services of the Company Secretary and Senior Management in the CMS Group and may obtain independent professional advice at the Company’s expense in the furtherance of their duties.
                                          1. The Directors acknowledge that confidential information received in the course of exercise of the Board duties remains the property of the Group, whether it relates to the CMS Group or another entity. It will not be disclosed unless either the Chairman (or in his/her absence the Deputy Chairman) of the Board has so authorized in writing or disclosure is required by law.
                                  1. Board Induction and Continuing Education Programme
                                          1. The Board shall maintain an induction programme for new Directors to be conducted by the GMD and/or Senior Management of the CMS Group.
                                          1. In addition to the Mandatory Accreditation Programme as required by Bursa Securities, the Board shall evaluate and determine the training needs of its Directors on an on-going basis by arranging suitable continuing education programmes.
                                  1. Evaluation of the Board
                                          1. The Board, through the NRC, conducts an evaluation at least once every two (2) years on its effectiveness as a whole, each individual Director and the Board Committees established by the Board.
                                          1. The Board shall undertake, through the NRC, an assessment of its independent Directors annually.
                                  1. SHAREHOLDERS
                                          1. The Board must ensure timely release of financial results on a quarterly basis to provide the shareholders with an overview of the Company’s performance and operations.
                                          1. All relevant announcements and/or press releases must be approved by the GMD or GED prior to release to Bursa Malaysia Securities Berhad and/or the media.
                                          1. The Board must ensure Senior Management maintain an ongoing investor relations programme to ensure the shareholders and investors are kept appropriately informed of major developments within the CMS Group on a timely basis.
                                  1. COMPANY SECRETARY
                                          1. The Board should ensure it is supported by a suitable qualified and competent Company Secretary.
                                          1. The appointment and removal of the Company Secretary is a matter for the Board as a whole.
                                  1. REVIEW OF BOARD CHARTER
                                          1. The Board shall review this Charter and may from time to time amend it as it deems appropriate to reflect the changing legal, regulatory and ethical standards.

                            Revised BOD Charter approved by the Board on 27 August 2014.

                            BOD
                            Charter approvals:

                            205th BOD 26February 2014

                            Revised
                            208th BOD 27 August 2014