The Main Market Listing Requirements ("MMLR") of Bursa Malaysia stipulates that at least one-third (1/3) or at least two (2) Directors of the board of directors of a listed issuer, whichever is higher, must be independent directors. The Board shall comply with Bursa Securities LR as may be amended from time to time in respect of the composition of the Board.
Recommendation 3.2 of the Malaysian Code on Corporate Governance 2012 (the "MCCG 2012") recommends that the tenure of an independent director should not exceed a cumulative term of nine (9) years.
Upon completion of the nine (9) years, an independent director may continue to serve on the board subject to that director's re-designation as a non-independent director. However, Recommendation 3.3 of the MCCG 2012 recommends that the board may retain as an independent director, a person who has served in that capacity for more than (9) years provided the shareholders' approval has been obtained.
The Articles of Association of the Company provides that all directors, including the managing director, shall retire from office at least once every three (3) years and all retiring directors shall be eligible for re-election at the annual general meeting (“AGM”) in which they retire. A retiring director shall remain in office until the close of the meeting at which he retires.
The Articles further provide that directors who are appointed by the Board during the financial period before an AGM are subject to retirement and shall be eligible for re-election by the shareholders at the immediate coming AGM of the Company to be held following the new directors’ appointment.
The Chairman of the respective Committees has an obligation to report and update the Board on their deliberations, findings and recommendations.
The main purpose of the Audit Committee is to assist the Board in fulfilling its responsibilities relating to accounting and reporting practices of the Group.
The Audit Committee shall collectively discharge the following functions:
The role of the Nominating Committee is to ensure that the Group recruits, retains, trains and develops the best available executive and non executive directors and manage board renewal and seccession effectively. The Committee is also required to evaluate the effectiveness of the Board as a whole, the various committees of the Board and to assess the contribution of each individual director to the effectiveness of the Board's decision-making process on an annual basis.
Prior to the convening of a Board meeting, the notice and agenda for that Board meeting is transmitted to each Board member followed shortly with hard copies of the relevant Board Papers.
The Board Papers contain information pertinent to the matters to be deliberated at the coming meeting and any other details or information the Directors may additionally require on the agenda items, would be furnished upon request.
The Group is committed in maintaining the highest standards of business ethics. The Code of Conduct serves as a guideline for all the employees to ensure the highest level of transparency and accountability within the organization and in our dealings with external parties.
These standards have been especially established in order to promote honest and ethical conduct on the part of directors as well as to establish sound corporate governance.
In the execution of their duties, the directors should have as their objective the pursuit of the Company's overall benefit, and must not damage Company's rights and interests for the benefit of a specific individual or specific group; moreover, when executing their duties, they should treat all stakeholders fairly. Directors should faithfully execute their duties in the interests of the Company. Director shall bear the obligation to preserve the confidentiality of the Company's secret information, except when publication is authorized or required by law, and they must not use said secret information to seek personal gain for themselves or third parties.
Directors should ensure the interests of the Company, and should respect the interests of its stakeholders including relationship banks, creditors, employees, consumers, suppliers, subsidiary companies and the community. Directors should also observe laws concerning insider trading and other securities law concerning equity trading and the handling of confidential business information; such personnel who are in possession of important unpublished information must not engage in related securities trading.
The Board recognises that an important element of a sound system of internal control is to have in place a risk management practice for identifying, evaluating and managing significant risks faced by the Group systematically during the financial year under review.
On the strategic level, strategic business strategies are formulated by Managing Director and Senior Management and presented to the Board for review to ensure proposed strategies are in line with the Group's risk appetite with update of the implementation progress of the strategies approved being presented by the Senior Management in subsequent Board's meetings for the Board to follow-up and review.
On the daily basis, the respective Heads of Department are responsible for managing the risk of their department. Changes in the key business risks faced by the Group or emergence of new key business risks and the corresponding internal controls are discussed during management meetings.
The Group is a good and reputable corporate who takes great pride and diligence in preserving and sustaining the environment in the conduct of its business activities.The Group Sustainability Report is available at www.cscmalaysia.com.