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The Board demonstrates its dedication to steering the Group’s strategic direction, overseeing business operations, identifying key risks, and ensuring the implementation of robust internal controls and mitigation strategies.
The Board Charter outlines the roles and responsibilities that guide our leadership and governance.
Until otherwise determined by the Company at a general meeting, the number of Directors shall not be less than two and not more than eleven.
The Board must consist of at least two directors or one-third of the Board of Directors, whichever is higher, as independent directors.
The tenure of an independent director should not exceed a cumulative term of nine years. Upon completion of the nine years, an independent director may continue to serve on the board subject to the director’s re-designation as a non-independent director. An independent director can remain as an independent director after serving a cumulative term of nine years provided with approval by shareholders in a general meeting.
At the annual general meeting, one-third of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office. All Directors, including the Managing Director shall retire from office once at least every three (3) years but shall be eligible for re-election subject to the Articles of Association of the Company.
Any Director so appointed during the year shall hold office only until the following annual general meeting and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation mentioned above at that meeting.
Approval of financial results
Declaration of dividends
Issuance of new securities
Annual business plan
Annual financial budget
Acquisition or disposal of material fixed assets
Acquisition or disposal of group companies
The Board has established the following Committees to assist in its duties:
Audit Committee
Remuneration Committee
Nomination Committee
Risk Management Committee
The Chairmen of the respective Committees report to the Board on:
Issues deliberated by the Committees
Recommendations made to the Board during Directors meetings
The Directors convene at least four times annually to conduct the Group’s business, with additional meetings called as necessary upon the request of any Director. The Secretary is responsible for organising such meetings upon requisition. A quorum of two Directors is required to transact business. Minutes of all meetings are duly signed by the Chairman and recorded in the minutes book.
Prior to each meeting, Directors are provided with comprehensive reports and information on the Company’s operations and financial affairs, ensuring informed decision-making. The performance of the Audit Committee and its members is reviewed at least once every three years to assess its continued effectiveness.
The Company Secretaries are responsible for ensuring the Board procedures are followed, that the applicable rules and regulations for the conduct of the affairs of the Board are complied with and for all matters associated with the maintenance of the Board or otherwise required for its efficient operation. The Company Secretaries advise the Board on issues relating to corporate governance, compliance with laws, rules, procedures and regulatory requirements.
The Company Secretaries attend and ensure that all Board meetings are properly convened, and that accurate and proper records of the proceedings and resolutions passed are taken and maintained in the statutory register of the Company.
All the Directors are notified of the Board meetings within stipulated time prior to the meeting’s date. Board papers together with the agenda are circulated to all the Directors prior to Board Meetings. This is to ensure that the Directors are given sufficient time to read the Board papers before the Board Meetings and enable all Directors to discuss the issues to be raised at the meetings as well as discharge their duties appropriately.
The Board Charter has been adopted by the Board, and the Board will periodically review the Board Charter to meet the needs of the Group and any new regulations that may have an impact in discharging the Board’s responsibilities.
No. 61 & 63, Jalan SS 6/12, Kelana Jaya, 47301
Petaling Jaya, Selangor Darul Ehsan, Malaysia.
corporate@fajarbarugroup.com
