INTRODUCTION

The Board of Director of Tambun Indah Land Berhad (“the Board”) believes that corporate governance is essential for delivering sustainable value and is vital for the success of Tambun Indah Land Berhad (“the Company”) and its subsidiaries (“the Group”)’s businesses.

 

The Board acknowledges its responsibilities for good corporate governance and therefore, strives to follow the recommendations stated in the Malaysian Code of Corporate Governance 2017 (MCCG).

 

The Board Charter is subject to periodical review to ensure its relevance and compliance.

 

ROLES AND RESPONSIBILIBITIES

 ROLE OF BOARD

 

There are two key tasks of the Board, namely in facilitating its ongoing oversight of the Group and the executive responsibility for running the day-to-day business of the Group that will enhance shareholders’ value and long term business sustainability and growth of the Group.

 

The Board has agreed its role thus summarized as follows –

 

A.            Ethics, Governance and Compliance

 

1)

The Board assumes the following specific duties in discharging its oversight role:-

  1. oversees the conduct of the Group’s business to evaluate whether the Group is being properly managed.
  2. ensures compliance to relevant laws and regulations, audit and accounting principles, and the Company’s policies and codes of conducts.
  3. reviews the succession planning and endorse the appointments, trainings and remuneration issues.
  4. commits to underlying principles of good governance and that compliance with corporate governance principles is reviewed regularly.
  5. acts responsibly towards the Company’s shareholders and stakeholders.
  6. ensures the effectiveness of the Group’s investor relations programme and shareholders’ communications.
  7. oversees the sustainability framework, strategies and objectives of the Group.
  8. promotes good corporate governance culture within the Group which reinforces ethical, prudent and professional behaviour.
  9. To the best of the Board’s ability, ensure the integrity of the Group’s financial and non-financial reporting.
  10. ensures a sustainable anti-bribery management system is established and maintained with adequate resources assigned for continuous monitoring and improvement. 

2)

The Board meets every quarter to facilitate the discharge of its responsibilities. Management who are not directors may be invited to attend and to provide insights and clarify issues that may be raised by the Board.

 

 

3)

The Board undertakes its obligations to comply with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

 

 

B.               Policies and Strategies

1)

The Board has established procedures in relation to matters which require a decision of the Board and matters which can be delegated to the Management.

 

 

 

 

2)

The Board adopts the following schedule of matters specifically reserved for its approval and/or supported by any recommendations as may be made from time to time by the Board Committees as appropriate:

 

 

 

 

 

 

i)

material acquisitions and disposals of fixed assets of the Group

 

ii)

new investment, divestment, corporate restructuring and/or establishment of joint ventures

 

iii)

related party transactions and conflict of interest issues

 

iv)

annual financial statements and quarterly financial results

 

v)

declaration of dividends

 

vi)

appointment of directors

 

vii)

appointment of, terms of reference and changes in the composition of the Board Committees established from time to time

 

viii)

code of business conduct and ethics, whistleblowing policy and anti-bribery policy

      

 

C.               Risk Management and Internal Controls

 

1)

The Board oversees the adequacy and effectiveness of the Group’s system of internal controls.

 

 

2)

The Board defines the Group’s Risk Management Framework, assessing its effectiveness and reviewing any significant risk facing the Group.

 

 

3)

The Board has outsourced the internal audit function which periodically reviews all aspects of the Group’s activities and internal controls. The Internal Auditors reports directly to the Audit Committee

 

ROLE OF INDIVIDUAL DIRECTORS

 

1)

Each Director is aware of his/her responsibilities to the shareholders and stakeholders for the manner in which the affairs of the Company are managed.

 

 

2)

All Directors are expected to comply with statutory and other obligations when discharging their responsibilities as Directors of the Company.

 

 

3)

Exercise diligence and avoid undeclared conflict of interest situations.

 

ROLE OF CHAIRMAN

 

1)

The Chairman of the Board has no executive function and shall be an Independent Non-Executive member of the Board.

 

 

2)

The Chairman assumes a leadership role in the Board so that the Board can perform its responsibility effectively. The role includes the following:

 

 

(a)      to provide leadership to the Board, and oversee the Board in the effective discharge of its fiduciary duties;

(b)      to set the Board agenda, in consultation with the Secretary, Board members and Senior Management to ensure Board members receive complete and accurate information in a timely manner;

(c)       to lead in discussions at meetings and ensure efficient and effective conduct of the Board meetings;

(d)      to encourage active participation and allow dissenting views to be freely expressed;

(e)      to manage the interface between the Board and Senior Management;

(f)        to ensure appropriate steps are taken by the Executive Directors and Senior Management to facilitate an effective communication between the Board and the stakeholders; and

(g)      to lead the Board in establishing and monitoring good governance practices.

 

 

3)

The Chairman ensures orderly conduct and proceedings of general meetings and allows shareholders to participate actively in such meetings.

4)

If the Chairman is absent from a meeting, the Managing Director shall preside over the meeting as the Chairman. In the event that both, the Chairman and Managing Director are absent from the meeting, members of the Board present may choose one of their number to chair the said meeting.

 ROLE OF EXECUTIVE DEPUTY CHAIRMAN

1)

The Executive Deputy Chairman shall assist the Chairman in performing the latter’s duties and responsibilities.

 

 

2)

The Executive Deputy Chairman will also assume the following responsibilities:

a)         reviewing the corporate vision and mission of the Group;

b)        reviewing and monitoring the strategic plans of the Group;

c)         ensuring the Group’s strategies promote sustainability and growth;

d)        to provide leadership and oversight to the overall conduct of the Company’s businesses to ensure it is being properly managed; and

e)        to make recommendations on the succession planning program at the board level.

 

ROLE OF MANAGING DIRECTOR

 

1)

The Managing Director is primarily accountable for overseeing the day-to-day operations of the Group which also includes the supervision and control of the overall management competencies of the Group.

 

 

2)

The Managing Director is responsible for succession planning, development and implementation of policies and strategies adopted by the Board.

 

 

3)

The Managing Director ensures that the business and affairs of the Group are carried out in compliance with the relevant laws, regulations, rules, directives and guidelines.

 

4)

The Managing Director is to lead and provide direction on business development; and to make appropriate recommendations to the Board on proposed strategic investments and corporate exercises. 

ROLE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

1)

The independent directors are responsible for providing unbiased and independent views, advice and judgement to matters under consideration by the Board.

2)     

The independent directors help to ensure that the long term interests of all the shareholders and stakeholders of the Company are taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.

 

ROLE OF BOARD COMMITTEES

 

1)

The Board is authorized to delegate certain responsibilities to Board Committees, each with predefined terms of reference and responsibilities.

 

 

2)

The Board appoints the following Board Committees –

 

i)

Audit Committee

 

ii)

Nominating Committee

 

iii)

Remuneration Committee

 

iv)

ESOS Committee

 

v)

Risk Management Committee

 

 

 

The membership and primary objectives of the Board Committees are set out in their Terms of Reference below.

 

TERMS OF REFERENCE OF BOARD COMMITTEES

 Audit Committee

 

Audit Committee Appointment/Composition

 

1)

The Audit Committee shall be appointed by the Board from amongst the Directors.

 

 

 

 

2)

The Audit Committee shall consist of not less than 3 members of whom:

 

 

 

 

 

 

a)

all members of the Audit Committee must be non-executive directors with a majority of them being independent directors.

 

 

 

 

 

 

b)

at least 1 member of the Audit Committee:

 

 

 

i)

must be a member of the Malaysian Institute of Accountants; or

 

 

 

ii)

must have at least 3 years’ working experience and:-

 

 

 

 

        must have passed the examinations specified in Part I of the First Schedule of the Accountants Act, 1967; or

 

 

 

 

        must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act, 1967; or

 

 

 

iii)

fulfils such other requirements as prescribed or approved by Bursa Securities.

 

       

 

 

 

 

c)

in the event that the individual is a former key audit partner, the individual must first observe at least two years of cooling-off period before the appointment.

 

 

 

 

 

 

3)

All members of the Audit Committee should be financially literate.

 

 

 

 

4)

No alternate director shall be appointed as a member of the Audit Committee.

 

 

 

 

5)

The Chairman of the Audit Committee who shall be an independent non-executive director, shall be appointed by the members of the Audit Committee amongst themselves. The Chairman is responsible for ensuring the overall effectiveness and independence of the Audit Committee.

 

 

 

 

6)

The term of office and performance of the Audit Committee and each of its members shall be reviewed annually by the Nominating Committee to determine whether such committee and members have carried out their duties in accordance with the terms of reference.

 

 

 

 

7)

The Board shall, within 3 months of a vacancy occurring in the Audit Committee which result in the number of members reduced to below 3, appoint such number of new members as may be required to make up the minimum number of 3 members.

 

 

 

 

Audit Committee Meetings

 

1)

The Audit Committee shall meet not less than 4 times a year or as frequently as the Chairman shall decide or at the request of external auditors.

 

 

 

 

2)

The quorum of a meeting shall be 2 members, the majority of members present shall be independent directors.

 

 

 

 

3)

In the absence of the Chairman of the Audit Committee, the remaining members present shall elect one of their number to chair the meeting.

 

 

 

 

4)

The Company Secretary shall be the secretary of the Audit Committee and shall be responsible to keep minutes and to produce the minutes for inspection of any member of the Board and External Auditors of the Company upon request.

 

 

 

 

5)

The head of finance, a representative of the internal audit and a representative of the external audit shall normally attend meetings. 

 

 

 

 

6)

Other Board members or employees may attend meetings upon the invitation of the Audit Committee.

 

 

 

 

7)

The Audit Committee must meet with the external auditors without executive Board members present at least twice a year.

 

 

 

 

8)

The Chairman of the Audit Committee should engage on a continuous basis with senior management, such as the head of finance, the internal auditors and the external auditors in order to be kept informed of matters affecting the Company.

 

 

9)

Questions arising at any meeting shall be decided by a majority of votes by show of hands. In case of equality of votes, the Chairman shall have a second or casting vote. Save that, where two (2) members form a quorum, or that which only two (2) members are competent to vote on question of issue, the Chairman shall not have a second or casting vote. 

 

 

10)

The Audit Committee may resolve and approve certain ad-hoc matters via circular resolutions provided that the circular resolutions are drawn up with detailed information and must be signed by all members of the Audit Committee.

 

 

Audit Committee Authority

 

1)

To have authority to investigate any matter within its terms of reference and shall have the resources required to perform its duties.

 

 

 

 

2)

To have full and unrestricted access to any information pertaining to the Company.

 

 

 

 

3)

To have direct communication channels with external auditors and person(s) carrying out the internal audit function or activity.

 

 

 

 

4)

To have the internal auditors report directly to the Audit Committee.

 

 

 

 

5)

To be able to obtain external independent or professional advice.

 

 

 

 

6)

To be able to convene meetings with external auditors excluding the attendance of other directors and employees of the Company, whenever deemed necessary.

 

 

 

 

7)

To be able to engage and retain competent, knowledgeable and experienced person(s) as necessary to assist the Audit Committee in fulfilling its responsibilities.

 

 

 

Audit Committee Functions/Duties

 

1)

To consider the appointment and/or re-appointment of external auditors, their audit fees and any question of their resignation or reason (supported by grounds) to believe that the External Auditors is not suitable for re-appointment and to recommend to the Board of Directors.

 

2)

To assess the suitability, objectivity and independence of the external auditor, taking into consideration: –

(a)    the competence, audit quality and resource capacity of the external auditor in relation to the audit;

(b)    the nature and extent of the non-audit fees rendered and the appropriateness of the level of fees; and

(c)     obtaining written assurance from the external auditors confirming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the term of all relevant profession and regulatory requirements.

 

 

 

 

3)

To review and discuss with external auditors, the nature and scope of the audit, their evaluation of the system of internal accounting controls, major findings, management letter, management responses and audit reports.

 

 

 

 

4)

To discuss problems and reservations arising from the interim and final audits, and any matters the external auditors may wish to discuss in the absence of the management, where necessary.

 

 

 

 

5)

To review the assistance and co-operation given by the management to the external and internal auditors.

 

 

 

 

6)

To review the quarterly and year end financial statements before approval of the Board of Directors, focusing particularly on:-

 

 

i)

changes in or implementation of major accounting policies and practices;

 

 

ii)

significant matters highlighted including financial reporting issues, significant judgement made by management, significant and unusual events or transactions, and how these matters are addressed; and

 

 

iii)

compliance with accounting standards and other legal requirements

 

7)

To review any related party transactions and conflict of interest situation that may arise within the Company or the Group including any transaction, procedure or course of conduct that raises questions of management integrity.

 

 

 

 

8)

To verify the allocation of share options granted to employees pursuant to the Employees’ Share Option Scheme is in accordance with the By-Laws.

 

 

 

 

9)

To review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work.

 

10)

To review the internal audit programme and the results of the internal audit process or investigation undertaken, where necessary, ensure appropriate actions are taken on the recommendations of the internal audit function.

 

 

 

 

 

 

11)

To approve any appointment and termination of the internal auditors.

 

 

 

12)

To perform the following with respect to the anti-bribery management system: –

 

 

 

i)

ensure that the Group’s strategy and anti-bribery policy are aligned;

 

 

ii)

review information about the content and operation of the Group’s Anti-Bribery Management System on a regular basis to ensure the Anti-Bribery Management System remains relevant and up to date; 

 

 

iii)

ensure that adequate and appropriate resources needed for effective operation of the Anti-Bribery Management System are allocated and assigned; and

 

 

iv)

oversee the implementation and operational effectiveness of the Group’s Anti-Bribery Management System.

     

 

Nominating Committee

 

 

Nominating Committee Appointment/Composition

 

1)

The Nominating Committee shall be appointed by the Board from amongst the Directors.

 

 

 

 

2)

The Nominating Committee shall consist of not less than 3 members, composed exclusively of non-executive directors, a majority of whom shall be independent directors.

 

 

 

 

3)

The Chairman of the Nominating Committee who shall be an independent director shall be appointed by the members of the Nominating Committee amongst themselves.

 

 

 

 

4)

The Board shall, within 3 months of a vacancy occurring in the Nominating Committee which result in the number of members reduced to below 3, appoint such number of new members as may be required to make up the minimum number of 3 members.

 

 

Nominating Committee Meetings

 

1)

The Nominating Committee shall meet at least once a year.

 

 

 

 

2)

The quorum of the meeting shall be 2 members, the majority of members present shall be independent directors.

 

 

3)

In the absence of the Chairman of the Nominating Committee, the remaining members present shall elect one of their number to chair the meeting.

 

4)

The Company Secretary shall be the secretary of the Nominating Committee.

 

5)

Other Board members, chief executive officer, head of human resource and/or external advisers/experts may attend meetings upon the invitation of the Nominating Committee.

 

 

6)

The Nominating Committee may resolve and approve certain ad-hoc matters via circular resolutions provided that the circular resolutions are drawn up with detailed information and must be signed by all members of the Nominating Committee.

 

Nominating Committee Functions/Duties

 

1)

To annually assess the effectiveness of the Board as a whole and the committees of the Board.

 

 

 

 

2)

To annually assess the required mix of skills, experience, competencies, effectiveness and other qualities and contributions of each individual director, including non-executive directors, as well as chief executive officer.

 

 

 

 

3)

To review and ensure due diligence is performed, then recommend to the Board the candidates for all directorships to be filled by the shareholders or the Board, as and when they arise. In making its recommendations, the Nominating Committee should consider the candidates’:-

 

 

i)

skills, knowledge, expertise and experience;

 

 

ii)

professionalism;

 

 

iii)

integrity; and

 

 

iv)

in the case of candidates for the position of independent non-executive directors, to evaluate the candidates’ ability to discharge such responsibilities/functions as expected from independent non-executive directors.

 

 

4)

To review and recommend to the Board for the re-election of directors who retire by rotation pursuant to the provision of the Company’s Constitution, having due regard to their performance, skills and experience required.

 

 

5)

To give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities faced by the Company, and what skills and expertise are therefore needed in the future.  

 

 

 

 

6)

To assess the performance of executive directors and senior management in accordance to the assessment framework.

 

 

 

 

7)

To review the term of office and performance of the Audit Committee and each of its members annually to determine whether such committee and members have carried out their duties in accordance with the terms of reference.

 

Remuneration Committee

 

Remuneration Committee Appointment/Composition

 

1)

The Remuneration Committee shall be appointed by the Board from amongst the Directors.

 

 

 

 

2)

The Remuneration Committee shall consist of not less than 3 members, composed exclusively of non-executive directors, a majority of whom shall be independent directors.

 

 

 

3)

The Chairman of the Remuneration Committee who shall be an independent director shall be appointed by the members of the Remuneration Committee amongst themselves.

 

 

 

 

4)

The Board shall, within 3 months of a vacancy occurring in the Remuneration Committee which result in the number of members reduced to below 3, appoint such number of new members as may be required to make up the minimum number of 3 members.

 

 

 

Remuneration Committee Meetings

 

1)

The Remuneration Committee shall meet at least once a year.

 

 

 

 

2)

The quorum of the meeting shall be 2 members, the majority of members present shall be independent directors.

 

 

 

 

3)

In the absence of the Chairman of the Remuneration Committee, the remaining members present shall elect one of their number to chair the meeting.

 

 

 

 

4)

The Company Secretary shall be the secretary of Remuneration Committee.

 

 

 

 

5)

Other Board members, division heads, representative of the internal audit and/or external auditors may attend meetings upon the invitation of the Remuneration Committee.

 

 

6)

The Remuneration Committee may resolve and approve certain ad-hoc matters via circular resolutions provided that the circular resolutions are drawn up with detailed information and must be signed by all members of the Remuneration Committee.

 

 

Remuneration Committee Functions/Duties

 

1)

To establish and recommend to the Board, the remuneration packages of Directors and Senior Management.

 

 

 

 

2)

To consider other remunerations or rewards as referred to the Remuneration Committee by the Board.

    

ESOS Committee

 

 

ESOS Committee Appointment/Composition

 

1)

The ESOS Committee shall comprised persons from the Board and/or senior management of the Group.

 

 

2)

The ESOS Committee shall consist of not less than 3 members of whom at least 1 member of the ESOS Committee must be an executive director.  

 

 

3)

The Chairman of the ESOS Committee shall be appointed by the members of the ESOS Committee from amongst themselves.

 

 

 

ESOS Committee Meetings

 

1)

The ESOS Committee shall meet at least once a year.

 

 

 

 

2)

The quorum of the meeting shall be 2 members.

 

 

 

 

3)

In the absence of the Chairman of the ESOS Committee, the remaining members present shall elect one of their number to chair the meeting.

 

 

4)

The Company Secretary shall be the secretary of ESOS Committee.

 

 

 

 

ESOS Committee Functions/Duties

 

1)

To formulate and implement the employees’ share option scheme.

 

 

 

Risk Management Committee

 

Risk Management Committee Appointment/Composition

 

1)

The Risk Management Committee shall be appointed by the Board.

 

 

 

 

2)

The Risk Management Committee shall consist of not less than 3 members, comprising the executive directors and the senior management of the Company.

 

 

 

 

3)

The Chairman of the Risk Management Committee shall be the Managing Director.

 

 

 

Risk Management Committee Meetings

 

1)

The Risk Management Committee shall meet at least once a year.

 

 

 

 

2)

The quorum of the meeting shall be 2 members.

 

 

3)

The Company Secretary shall be the secretary of Risk Management Committee.

 

Risk Management Committee Functions/Duties

 

1)

To identify risks that the Group is likely to face.

 

 

 

 

2)

To review the adequacy of the Group’s risk management framework to ensure risk management and internal controls are in place.

 

COMPOSITION OF THE BOARD

 

    

 

SIZE AND COMPOSITION

 

 

1)

The Constitution of the Company provides that there will be a minimum of 3 directors and a maximum of 12 directors.

 

 

2)

The profiles of Board members are on the Company’s official website (www.tambunindah.com) and in the Annual Report of the Company.

 

 

3)

An executive director means a director who –

 

 

 

 

i)

is involved in the day-to-day management of the Company or the Group; and/or

 

ii)

is a full-time salaried employee of the Company or the Group.

 

 

4)

A non-executive director means a director who – 

 

 

 

 

i)

is not involved in the day-to-day management of the Company or Group; and/or

 

ii)

is not a full-time salaried employee of the Company or the Group; and/or

 

iii)

is a director of this Company and does not carry executive authority over the day-to-day affairs of the Group.

 

 

 

5)

At any one time, at least one-third of the Board members shall be independent directors.  In the event of any vacancy in the Board, resulting in non-compliance with the total number of independent directors, the Company would ensure the vacancy is filled within 3 months. If the number of directors is not 3 or a multiple of 3, then the number nearest 1/3 would be used to determine the number of independent directors of the Company. 

 

NOMINATION AND APPOINTMENT

 

1)

The Board appoints of new director upon appropriate recommendation from the Nominating Committee.

2)

The directorships held by the director at any one time must not exceed 5 directorships in public listed companies. The Nominating Committee is to determine whether the directors who hold multiple board representations are able to and have been devoting sufficient time to discharge their responsibilities adequately.

 

 

3)

The Company Secretary has the responsibility in ensuring that relevant procedures relating to the appointment of new director are properly executed.

 

 

4)

Upon appointment, a copy of the Board Charter will be given to the new director.

 

 

5)

An induction programme will be conducted to familiarize and deepen the understanding of the new director in regards to the Group, its business environment and the market in which the Group operates, corporate governance practices, expectations concerning input from directors and other policies of the Group as well as to get acquainted with the management to foster better rapport thereby facilitating communication with the management.

 

RE-ELECTION

 

1)

At the 1st Annual General Meeting of the Company, all directors are subject to retirement and are eligible for re-election; and at subsequent Annual General Meeting, 1/3 of the directors for the time being, or if their number is not 3 or multiple of 3, then the number nearest to 1/3 shall retire from office and be eligible for re-election.

 

 

2)

Any director who is appointed to fill a casual vacancy or as an addition to the existing director shall hold office until the next Annual General Meeting of the Company and shall then be eligible for re-election.

 

 

3)

All directors are subject to retirement by rotation at least once every 3 years and are eligible for re-election.

 

TENURE OF INDEPENDENT DIRECTOR

 

1)

The tenure of independent director shall not exceed a cumulative term of 9 years.

 

 

2)

Upon completion of the 9 years, the independent director may continue to serve the Board but subject to the said director be re-designated to non-independent director.

 

 

3)

In the event, the director is to remain designated as independent director beyond 9 years, the Nominating Committee must first assess and recommend to the Board its justifications and the Board shall review and support the said justifications and to obtain an annual shareholders’ approval.  If the tenure exceeds the 12th year, the annual shareholders’ approval shall be obtained through a two-tier voting process.

 

BOARD DIVERSITY

 

1)

The Board welcomes diversity and gender mix in its composition and will have at least one women director in the Board.

 

 

2)

The Board believes that diversity in ethnic, cultural, nationality and gender mix can broaden the Board’s perspectives in effectively discharging its duties and responsibilities.

 

TIME COMMITMENT AND ACCEPTING NEW DIRECTORSHIP

 

1)

The directors are expected to give sufficient time and attention to the affairs of the Company. Accordingly, none of the directors shall hold more than 5 directorships in public listed companies.

 

 

2)

Before accepting any new directorships in public listed companies, the director is encouraged to notify the Managing Director of his time commitment in fulfilling his role to make positive contribution to the Board.

 

SUCCESSION PLANNING

 

1)

The Managing Director is responsible for succession planning of key management positions across the Group.

 

 

2)

The Managing Director shall report to the Board of the Group’s succession planning, talent identification methods which includes internal development and external sourcing as well as leadership development strategies.

 

CONFLICT OF INTEREST

 

1)

The directors are required to inform the Board of any direct or indirect, actual or potential conflicts of interest that may exist or be thought to be exist in relation to particular items of business, preferably in advance.

 

 

2)

The directors are required to disclose their shareholdings in the Group, other directorships and any potential conflict of interest.

3)

The directors should abstain themselves from discussion or decisions on matters in which they have a conflicting interest, unless resolved otherwise by the remaining members of the Board.

 

PERFORMANCE OF DIRECTOR

 

Board Performance Evaluation

 

1)

The Board undertakes a formal annual assessment of its own performance, its Committees and individual directors.

 

 

2)

The annual assessment is primarily based on the answers to a comprehensive questionnaire. The questionnaire shall cover contribution to interactions, quality of input, understanding of role etc.

 

 

3)

The results of these questionnaires will be documented and collectively formed the basis of a report to be tabled to the Nominating Committee for its assessment and then, recommendation to the Board for evaluation and consideration.

 

 

 

Directors’ Training

 

1)

Any director appointed to the Board is required to complete the Mandatory Accreditation Programme (MAP) within 4 months from the date of appointment.

 

 

 

 

DEALING IN SECURITIES

 

 

1)

Board members, principal officers and employees of the Group are encouraged to hold shares in the Company, recognizing that this has the capacity to increase the focus of the Board on the Company’s performance and share value and therefore, will be in the best interests of all shareholders.

 

 

2)

The directors, principal officers of the Group and including persons who have access to or are privy to price-sensitive information must strictly observe the provisions of the Listing Requirements as to dealings in the securities (shares and warrants) of the Company during Closed Period and Outside Closed Period.

 

 

3)

Closed period means a period commencing from 30 calendar days before the targeted date of announcement to Bursa Securities of the quarterly results, up to the date of announcement of the quarterly results.

 

 

4)

The directors and principal officers are prohibited to be involved with the dealings in the securities unless the procedures relating to dealing in securities during Closed Period in accordance with paragraph 14.08 of the Listing Requirements have been complied.

 

 

5)

In accordance with paragraph 14.08 of the Listing Requirements, the following procedures must be adhered to –

 

i)

The director or principal officer (Affected Person) must give notice on his intention to deal in the securities and inform his current shareholdings to the Company;

 

ii)

Upon receipt of such notice, the Company must immediately announce to Bursa Securities;

 

iii)

The proposed dealing can only be affected 1 full market day after the announcement;

 

iv)

The Affected Person must give notice of his dealings in writing to the Company Secretary within 1 full market day after the dealing; and

 

v)

Upon receipt of such notice, the Company must immediately announce to Bursa Securities.

 

 

6)

Persons connected to directors and principal officer are also to abstain from dealing if they are in possession of the price sensitive information.

 

 

7)

Any directors or principal officers if they dealt in the securities of the Company outside Closed Period must inform the Company Secretary within, and in any event not later than 3 market days after the dealing has occurred.

 

 

 

 

MEETINGS

 

Board MEETING

 

1)

The Board meets every quarter in a financial year. In addition, Board meetings will be convened as and when need arises. 

 

 

2)

The quorum of the meeting shall be 3 directors. In case of equality of votes, the Chairman of the meeting shall have a casting or second vote.

 

 

3)

The Board is provided with sufficient and timely information to enable it to discharge its duties effectively. The Company Secretary shall circulate to all directors with the agenda and Board papers, at least 7 days before the meeting to enable the directors to participate actively in the meeting.

 

 

4)

The Board also resolves and approves certain Company’s matters via circular resolutions. The circular resolutions are drawn up with detailed information and must be signed by a majority of directors.

 

 

5)

Board minutes and Circular Resolutions are kept by the Company Secretary and are available for inspection by any director during office hours.

 

 

 

GENERAL MEETINGS

 

1)

The Board regards general meeting whether Annual or Extraordinary as an important event in the corporate calendar of which all directors and management should attend.

 

 

2)

The Board supports and encourages active members (shareholders) participation at the meeting and ensures that the meeting provides the opportunity for effective communication with and constructive feedback from the shareholders.

 

 

3)

The quorum of the meeting shall be 2 shareholders present in person or by proxy. In case of equality of votes, the Chairman of the meeting shall have a casting or second vote.

 

 

4)

Board members, management and the external auditors will be present to respond to shareholders’ queries during the meeting.

 

 

 

REMUNERATION POLICIES

 

1)

The Company aims to set remuneration packages which are sufficient to attract, reward, motivate and retain the directors and Senior Management to manage the Group’s business successfully.

 

 

2)

The remuneration of the directors and Senior Management is determined by the Remuneration Committee after taking into considerations the business results of the Group, the individual performance, function, workload, responsibilities, length of service, leadership, benefit-in-kinds and the compensation levels for comparable positions among other similar Malaysia public listed companies.

 

 

3)

The Remuneration Committee reviews and recommends the directors and Senior Management remuneration package to the Board for approval. No board member will be involved in deciding his own remuneration.

 

 

4)

All directors and Senior Management are covered under Directors’ and Officer Liability and Indemnity Insurance Policy against any liability incurred by them in discharging their duties while holding office as directors and Senior Management of the Company.

 

 

5)

The remuneration packages of all directors are disclosed in the Company’s Annual Report.

 

ACCESS TO INFORMATION AND INDEPENDENT ADVICE

 

1)

The Board and its Committees have full and unrestricted access to all information of the Group necessary in discharging of their duties, which is not only quantitative but also other information which deemed suitable for them to make an informed decision.

 

 

2)

All the directors have access to the advice and services of the Company Secretary in carrying out their duties and to ensure all rules, requirements and regulations are complied with. Every member of the Board is also provided with Tambun Indah Corporate Calendar which has details of compliance issues, meeting schedules and events.

 

 

3)

The directors may obtain further information which they may require in discharging their duties such as seeking independent professional advice, if necessary, at the Company’s expense.

 

 

 

FINANCIAL REPORTING

 

1)

The directors have taken the necessary steps to ensure all applicable accounting policies are applied consistently and that policies are supported by reasonable and prudent judgment and estimates.

 

 

2)

The directors ensure the financial statements are prepared such that they give a true and fair view of the current financial status of the Company in accordance with the approved accounting standards.

 

 

3)

The Company’s practice is to announce to Bursa Securities its quarterly results as early as possible no later than 2 months after the end of each quarterly financial period.

 

 

4)

The Audit Committee and the Board place great emphasis on the objectivity and independence of the Company’s external auditors in providing relevant and transparent reports to the shareholders.

 

 

5)

The Auditors’ Report shall contain a statement from the external auditors explaining their responsibility in forming an independent opinion, based on their audit, of the financial statements.

 

 

6)

The appointment or re-appointment of the Company’s external auditors is subject to shareholders’ approval at a general meeting.

 

 

COMPANY SECRETARY

 

1)

The Company Secretary is the central source of guidance to the Board and is also responsible in ensuring compliance with all statutory & regulatory requirements, recording the proceedings of the Board and its Committees including proper maintenance of secretarial records.

 

 

2)

The Board has unlimited access to the professional advice and services of the Company Secretary.

 

 

 

SHAREHOLDERS COMMUNICATIONS

 

1)

The Company recognizes the value of corporate transparency and coherent communication and aims to provide fair, relevant, comprehensive and timely information regarding the Group’s performance to the shareholders and investment community to enable them to make informed decisions.

2)

The Group’s Investor Relations team which is headed by the Managing Director is tasked with and focuses to build long term relationships with the shareholders and investment community.

 

 

3)

Various means of communications to shareholders and investment community include –

 

i)

Timely announcements to Bursa Securities via the Bursa Link

 

ii)

Press conference after each general meeting

 

iii)

Corporate briefings, roadshows and dialogues with financial analysts and potential investors

 

iv)

Media coverage

 

v)

Annual Report

 

vi)

Company’s official website (www.tambunindah.com)

 

CORPORATE SUSTAINABILITY FRAMEWORK

 

1)

The Board recognizes the importance of pursuing sustainability within our operations as we essentially seek to balance our economic, environmental and social performance alongside upholding the interests of our stakeholders.

 

 

2)

The Group’s sustainability goal is upheld by a framework in which all our strategies are adopted with the consideration of the following key commitments:-

 

 

 

a)

Economic

i)        To contribute positively towards economic growth and development through sustainable business operations;

ii)       To advocate ethical and sound practices by upholding high standards of governance while ensuring compliance with internal policies and external rules and regulations; and

iii)     To maintain and practice transparent and impartial interactions with all our stakeholders.

 

 

b)

Environment

i)        To ascertain that our decisions and actions take into consideration key values towards environmental preservation and conservation; and

ii)       To minimise environmental impacts from our developments and operations through sustainable practices and responsible consumption of resources and materials.

 

 

 

c)

Social

i)        To ensure that health and safety values are prioritised in our operations by continuously seeking ways to promote and improve measures within our business environment;

ii)       To provide our employees with a platform for career and personal development within a fair and forward-looking working environment while constantly ensuring their well-being; and

iii)     To contribute to the welfare of the community in which we operate in and to continuously provide support and aids to the less-fortunate, underprivileged and needy in meeting their social needs.

 

 

       

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