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Board Charter

Introduction

The Board Charter sets out the principal functions, authority, composition, roles and responsibilities of the Board of Directors of CSC Steel Holdings Berhad (“CHB” or “Company”) to assist the Board members to be aware of their duties and responsibilities.

Principle Responsibilities of the Board

With reference to the Practices and Guidance of the Malaysian Code on Corporate Governance, the Board of Directors has the following responsibilities:-

  • Reviewing and approving major business plans of the Group which are more than 5% of the Group’s NTA and direction of the Company;
  • Overseeing and evaluating overall performance of the Company and the Group;
  • Ensuring that the strategic plan of the company supports long-term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability;
  • Evaluating and approving major capital expenditures and all major corporate transactions;
  • Ensuring that senior management has the necessary skills and experience, and there are measures in place to provide for the orderly succession of board and senior management.
  • Reviewing the principal risks of the Group and to ensure the implementation of appropriate internal control and risk management system;
  • Setting the risk appetite within which the board expects management to operate.
  • Reviewing the adequacy and the integrity of the management information and internal controls system of the Group;
  • Ensuring regulatory compliance with applicable laws, regulations, rules, directives and guidelines.
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  • Together with senior management, promoting good corporate governance culture within the company which reinforces ethical, prudent and professional behaviour;
  • Ensuring that the company has in place procedures to enable effective communication with stakeholders.
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  • Ensuring that sustainability considerations such as environmental, social and governance (ESG) aspects are integrated in corporate strategy, governance and decision-making and including setting the Group’s sustainability strategy, priorities and targets;
  • Reviewing the key strategies of the Group, ensuring effective measures to anticipate and address material ESG risks and opportunities that would build up the confidence of their internal and external stakeholders in the long-term;
  • To stay abreast with and understand the sustainability issues relevant to the Group and its business.
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Roles of Chairman, Group Managing Director (GMD), Senior Independent Director (SID) and Individual Directors

The Board does not have a Chairman on its Board and the chairman of the Board meeting is elected among the board members appointed to chair the meeting on every Board of Directors’ Meeting.

  • The key duties and responsibilities of GMD are as follows:
    • Developing the strategic direction of the Group, with consultation and approval of the Board;
    • Ensuring the effective implementation of the Group’s business plans and policies to achieve the corporate objectives;
    • Overseeing the day-to-day running of the business and executing the board’s instructions;
    • Monitoring performance results against business plans; and
    • Ensuring compliance with governmental procedures and regulations as well as good governance practices.
  • The key duties and responsibilities of the SID are, among other, to act as:
    • a sounding board for the Chairman;
    • an intermediary for other directors when necessary; and
    • the point of contact for shareholders and other stakeholders.
  • The key duties and responsibilities of Individual Directors include:
    • Acting in good faith at all times in line with the Group’s interests;
    • Exercising power for a proper purpose;
    • Exercising reasonable care, skill and diligence with the knowledge, skill and experience which may reasonably be expected of a director having the same responsibilities and additional knowledge, skill and experience which the director in fact has.
    • Must act with integrity, lead by example, keep abreast of his responsibilities as a director and of the conduct, business activities and development of the Group
  • Together with senior management, promoting good corporate governance culture within the company which reinforces ethical, prudent and professional behaviour;
  • Ensuring that the company has in place procedures to enable effective communication with stakeholders.
  •  
  • Ensuring that sustainability considerations such as environmental, social and governance (ESG) aspects are integrated in corporate strategy, governance and decision-making and including setting the Group’s sustainability strategy, priorities and targets;
  • Reviewing the key strategies of the Group, ensuring effective measures to anticipate and address material ESG risks and opportunities that would build up the confidence of their internal and external stakeholders in the long-term;
  • To stay abreast with and understand the sustainability issues relevant to the Group and its business.
  •  

Board Composition

  • The Board determines the Board size and composition, subject to limits imposed by the Company’s Constitution. The Constitution provides for a minimum of two (2) directors and a maximum of nine (9).

    The Board through the Nominating Committee shall review the size and composition of the Board and Board Committees, which include the skill sets, experience and functional knowledge of its members annually, to ensure an appropriate balance of skills, experience and diversity.

  • The Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa”) 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 the Bursa’s MMLR as may be amended from time to time in respect of the composition of the Board.

    In the event of any vacancy in the board of directors, resulting in non-compliance with the paragraph above, the vacancy must be filled within three (3) months.

  • 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, the Board may retain as an independent director, a person who has served in that capacity for more than nine (9) years provided shareholders’ approval through a two-tier voting process has been obtained. The tenure limit for independent directors shall be twelfth (12) years, after which no further extension is allowed and if the service of the director is still required, the designation of the director shall be changed to non-independent director.

  • The Constitution of the Company provides that all directors, including the GMD, 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 Constitution 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 forthcoming AGM of the Company to be held following the new directors’ appointment.

  • The Board has established the following committees which shall be operated under clearly defined terms of reference (“TOR”):
    1. Audit Committee; and
    2. Nominating Committee

    The Chairman of the respective Committees has an obligation to report and update the Board on their deliberations, findings and recommendations.

     

Audit Committee (AC)

The main purpose of AC is to assist the Board in fulfilling its responsibilities relating to accounting and reporting practices of the Group.

AC shall collectively discharge the following functions:

  1. review and report the Group’s financial statements to the Board for the Board’s amendment and approval;
  2. Determine whether management has implemented policies ensuring the Group’s risks are identified and evaluated and that internal controls in place are adequate and effective to address the risks.
  3. recommend the appointment, re-appointment and removal of a person or persons as external auditors.
  4. report promptly to the Bursa where the Committee is of the view that a matter reported by it to the Board of Directors has not been satisfactorily resolved resulting in a breach of the Listing Requirements.

 

The details TOR is published on company’s website

Nominating Committee (NC)

The role of NC is to ensure that the Group recruits, retains, trains and develops the best available executive and non executive directors and manage board renewal and succession effectively. The NC 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.

The Board has entrusted NC with the responsibility for carrying out the annual Board Effectiveness Evaluation.

The Board’s effectiveness is assessed in the areas of composition, administration, accountability and responsibility, conduct and the performance of the Chairman, Chief Executive Officer and senior Management.

The Directors’ Self and Peer Assessment is intended to evaluate the mix of skills, experience and other relevant qualities the Directors bring to the Board, and takes into account the individual director’s ability to exercise independent judgment at all times and to contribute the effective functioning of the Board includes a review of the performance of the Board and senior management in addressing the Group’s material sustainability risks and opportunities. The Self and Peer Assessment process also examines the ability of each Board or Committee member to give material input at meetings and to demonstrate a high level of professionalism and integrity in the decision-making process.

NC also reviews the term of office and performance of the Committee and each of its members annually to determine whether such Committee and members have carried out their duties in accordance with their terms of reference.

Director's Training

The Board acknowledges that continuous training for Directors is important but does not pre-determine formal training programme for the Directors, each of them is aware of the need to continually undergo training appropriate to their needs in line with Paragraph 15.08 (3) of Bursa’s MMLR. The Nominating Committee has been tasked to review the training programme for the Board.

Board Meetings

  • The Board may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. A Director may, whenever he thinks fit, and the Secretary shall on his requisition summon a meeting of the Directors.

  • Prior to the convening of a Board meeting, the notice and agenda for that Board meeting is transmitted to each Board member at least seven (7) days in advance of the meeting, followed shortly with soft 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.

  • Under the Constitution of the Company, the quorum for the Board meeting shall be two (2) members.
  • The Board, chaired by the Group Managing Director, meets on a quarterly basis where one of the key agenda is to review and approve the quarterly results of the Group prior to its release to the public. Additional ad-hoc meetings may be called should the need arise.

Company Secretary

The Board is assisted by a professionally qualified and competent Company Secretary.

  • advising the Board and its Committees on all secretarial matters of the Company, in particular the compliance with Bursa’s MMLR, laws, rules, procedures and regulations affecting the Company and the Group;
  • informing and keeping the Board updated on the latest enhancements in corporate governance, changes in the legal regulatory framework, new statutory requirements and best practices;
  • organising and attending all Board and Board Committee meetings and ensuring that meeting procedures are followed and deliberations at such meetings are well minuted;
  • preparing meeting agenda and documents required for the shareholders’ meetings;
  • releasing the announcements and submitting the annual financial statements and annual reports to Bursa on timely manner;
  • facilitating the orientation of new directors and recommending available training programmes for the Directors to attend; and
  • serving as a focal point for stakeholders’ communication and engagement on corporate governance issues.
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Access to Information and Independent Advise

Every director has the right to the resources, whenever necessary and reasonable for the performance of his/her duties, at the cost of the Group and in accordance with a procedure to be determined by the board of directors, including but not limited to

  • obtaining full and unrestricted access to any information pertaining to the Group;
  • obtaining full and unrestricted access to the advice and services of the company secretary; and
  • obtaining independent professional or other advice.

Matters Reserved for the Board

The Board is responsible for the proper stewardship of the Group to provide reasonable assurance for the success of the Group on sustainable manner. The Board is tasked with realisation of long term and sustainable shareholders’ value and safeguarding the interests of stakeholders.

Conflict of Interest and Transaction Involving Directors

Conflict arising from the interest (direct or indirect) of a director, member or major shareholder or person connected with such director, member or major shareholder in a transaction proposed to be entered into or action/decision to be taken by the Company or its subsidiaries.

Where a Director has an interest (direct or indirect) in a transaction proposed to be entered into or action/decision to be taken by the Company and its subsidiaries, he/she may be biased in making the commercial or regulatory decision which could be to the detriment of the Company or its subsidiaries.

Directors can be regarded as having a conflict of interest where the Company, he/she is associated with derives an advantage from him/her being a Director. Therefore a Director is required at all times to declare such conflict and if so required by the Board, to withdraw from any voting of deliberation of a matter in which the Director or member may have an interest.

The Listing Requirements of Bursa Securities further provides that a Director with any interest, direct or indirect, must abstain from board deliberation and voting on the relevant resolution in respect of the related party transaction.

Corporate Ethics

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.

Standard Ethical Codes of Conduct for Directors of the Company

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 act in the best interests of the Company, and should respect the interests of its stakeholders including relationship with 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.

Anti-Bribery, Corruption and Whistleblowing Policy

The Group has in place “Anti-Bribery, Corruption and Whistleblowing Policy (“the Policy”) to manage improper conduct among all employees including Senior Management and Directors.

The Group, led by the Board applies zero tolerance on all forms of bribery and corruption regardless of public or private sectors and strives to be in full compliance with laws and regulations.

Reporting in good faith on bribery and corruption is encouraged by the Board and should be done via the Whistleblowing channel, in which the whistleblower can contact any member of the Whistleblowing Committee through phone or email.

The Board has overall responsibility for the Policy and shall oversee the implementation of the Policy.

Risk Management

The Board recognises that an important element of a sound system of internal control is to have in place an appropriate risk management framework for identifying, evaluating and managing significant financial and non-financial 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.

General Meetings

Annual General Meeting (“AGM”)

AGM is an important platform for all Directors and key senior executives to attend and engage shareholders to facilitate greater understanding of the Group’s business, governance and performance.

The Company should leverage technology to facilitate greater shareholder’s participation and enhance the proceedings of general meetings.

The Chairman should ensure that general meetings support meaningful engagement between the Board, senior management and shareholders including discussion on the company’s financial and non-financial performance as well as the Group’s long-term strategies.

The Chairman shall respond to shareholders’ queries during the meeting and all the questions should receive a meaningful response.

The minutes of the general meeting will be available for the shareholders no later than 30 business days after the general meeting.

Corporate Social Responsibility

The Group is a good and reputable corporate who takes great pride and diligence in preserving and sustaining the interest of stakeholders such as shareholders, environment, marketplace, employees, etc, in the conduct of its business activities.

The Group’s CSR Report is available at www.cscmalaysia.com.

Review of Board Charter

The Board Charter will be reviewed at least once every two (2) years and make necessary amendment as it deems appropriate.

CSC STEEL HOLDINGS BERHAD

CSC STEEL SDN BHD

  • 180, Kawasan Industri Ayer Keroh, Ayer Keroh, 75450 Melaka, Malaysia
  • 06-231 0169
  • info@cscmalaysia.com

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The Privacy Policy of CSC Malaysia Website

You are welcome to visit CSC Malaysia (CSC) website (http://www.cscmalaysia.com/ , the website). We comply with the “Personal Data Protection Act 2010 (PDPA)” and related regulations in Malaysia, and understand / value privacy policy, information secrecy and confidential issues for visitors and users to the website. For your using of the website’s service and information without any uneasiness, CSC Malaysia hereby explain the website’s privacy policy in detail to protect your rights and interests. Please read the following contents carefully.

  1. The Ambit of Privacy Policy

While you are using website’s service, the website collects identifiable personal information. The privacy policy includes how the website processes these identifiable personal information, and does not apply to related linked websites outside the website, nor to those who are not entrusted or involved in the management of the website.

  1. The Purpose and Classification of Collecting Personal Data

If you are a visitor to the website, you are allowed to access the website without providing any personal information. For your necessities to get the website’s services and ensuring the website to provide necessary services continuously, the website will collect your personal information.

  1. The Collection, Process and Use of Personal Data

Personal Data refers to any information which relates directly or indirectly to you. This includes any information that can be used to distinguish, identify or contact you. The personal information collected by us include, but are not limited to, the following:-

  • contact information such as name, gender, enterprise name, job position, postal/email address, preferred language, telephone or mobile number, login information (account and password) etc
  • the status of Products and/or Services you have acquired from us
  • the information you provide to us and the content of messages you send us, such as the query information you provide, or the questions or information you provide for customer service support

When you visit the website or use the services provided by the website, we will ask you to provide necessary personal information with regards to the service essence, and only process and use your personal information within specific purpose and ambit; the website will not use your personal data for other purposes without your agreement.

The website will keep your name, email address, contact information and usage time while you use interactive functions such as service mailbox or questionnaires.

During browsing, the website will automatically keep records of equipment’s IP address, usage time, browser type and browsing history, etc. All those records are for internal application traffic analysis only, will not be published, not be associated with specific individual, and will not be analyzed for specific record.

Other than personal information obtained from you directly (as detailed above), we may also obtain your personal information from third parties we deal with or are connected with you (credit reference agencies or financial institutions), and from such other sources where you have given your consent for the disclosure of information relating to you, and/or where otherwise lawfully permitted.

In order to provide accurate services, we will analyze collected questionnaires and data. Except for internal research, the analysis result of statistical data or explanatory will be published without involving any specific individual information if necessary.

By providing your personal information to us and/or continuing access to the website, you declare that you have read and understood this Policy and agree to us processing your personal information in accordance with the manner as set out in this Policy.

  1. The Protection of Data

We endeavor to protect the website and your personal information with reasonable technology, procedures and related information security equipment and necessary measures. Only authorized personnel can access your personal data. All of related personnel will sign confidentiality contract, and will be subject to related legal actions if violating the confidentiality obligations.

When it is necessary to entrust other organizations to provide services due to business needs, the website will request those organizations to take appropriate security maintenance measures and comply the confidentiality obligations. We will take every necessary inspection procedures to ensure those measures and obligations will be complied.

While we are committed to protecting your personal data, we do not guarantee unauthorized or accidental access to such data.

  1. Link to Other Sites

This privacy policy and other notices of the website are only applicable to the website. The website provide links to other websites, and you can access other websites by clicking links from the website. However, the linked websites may not be subject to this privacy policy of the website, you must refer to the privacy policy of those linked websites. The inclusion of links to third party World Wide Web sites and resources on the Internet are not endorsements by CSC, implied or otherwise, of the linked site or any products or services in such sites, and no information in such sites has been endorsed or approved by CSC. CSC is not responsible for the contents of any linked site or any link contained in a linked site. You agree that under no circumstances shall CSC, its related corporations and/or its affiliates, be held responsible or liable, for any loss or damages caused or alleged to have been caused by use of or reliance on any content, goods or services available on such hyperlinked sites.

  1. Transfer of Data

This website will not provide, exchange, rent or sell any of your personal data to any third party save and except where there is a legal basis or contractual obligations including but not limited to the following circumstances:-

  • By your consent.
  • By law obligations.
  • To avoid the danger of your life, body, freedom or property.
  • To collaborate with public agencies or academic research institutions, due to the necessary of statistical or academic research based on public interest, and the data which is processed by the provider or the collector cannot identify the particular party in the manner in which it is disclosed.
  • To identify, contact or take legal actions through the website administrator’s analysis, due to your activities on the website violate the Terms of Service or may harm or hinder the website other user rights or cause harm to anyone.
  • To conducive to your rights and interests.
  • When the commissioned vendor of the website is asked to assist in the collection, processing or use of your personal data, it will be responsible for the supervision and management of the subcontractor or individual.

We may however disclose your personal information to the following parties in the course of using the information for the reason it was collected:-

  • our related companies anywhere in the world including our parent company and its subsidiaries (our “Related Companies”);
  • successors in title to us;
  • companies and/or organizations that act as our agents, contractors, service providers and/or professional advisers;
  • our business associates and other parties for purposes that are related to the purpose of collecting and using your personal information;
  • any person under a duty of confidentiality to which has undertaken to keep your Personal Data confidential which we have engaged to discharge our obligations to you;
  • any party in relation to legal proceedings or prospective legal proceedings;
  • our auditors, consultants, lawyers, accountants or other financial or professional advisers appointed in connection with our business on a strictly confidential basis, appointed by us to provide services to us;
  • data centres and/or servers located within or outside Malaysia for data storage purposes or otherwise;
  • government agencies, law enforcement agencies, courts, tribunals, regulatory bodies, industry regulators, ministries, and/or statutory agencies or bodies, offices or municipality in any jurisdiction, if required or authorised to do so, to satisfy any applicable law, regulation, order or judgment of a court or tribunal or queries from the relevant authorities;
  • other parties in respect of whom you have given express or implied consent

 

  1. Transfer of Data outside of Malaysia

In the course of our business, we may need to transfer your personal information outside of Malaysia.

The circumstances of the preceding paragraph include, but are not limited to:

  • if any of our service providers or business partners are involved in providing part of a services located in countries outside Malaysia
  • if you use the Products and/or Services from a country other than Malaysia (include international roaming)

You consent to us transferring your personal information outside Malaysia in these instances. We shall take reasonable steps to ensure that any of such overseas entities are contractually bound not to use your personal information for any reason other than to provide the Products and/or Services they are contracted by us to provide and to adequately safeguard your personal information.

  1. Right of the parties

The parties to the collection of personal data on the website may exercise the following rights in accordance with the Personal Data Protection Act:

  • Query or request a review.
  • Request a copy to the copy.
  • Request supplements or corrections.
  • Request to stop collecting, processing, and utilizing.
  • Request to delete

However, this is not the case for those who are required to perform duties or business on the website.

  1. Use of Cookies

In order to provide you with the best service, the website will place and access our cookies on your computer. Cookies are special files collected by our servers that identify you or your computer whenever you visit the site. These cookies assist your website navigation by customizing site information tailored to your needs. They do not record data permanently and are not stored on your computer’s hard drive. You are not obliged to accept cookies. If you do not accept cookies, you can set the privacy level in your browser privacy settings such as high, or through the browser’s cancellation or limitation of this feature. You can refuse cookies, but may lead to some features of the website cannot be executed normally.

  1. Changes to This Privacy Policy

The privacy policy of the website will be amended at any time according to the needs. The revised terms will be posted on the website without any separate notice. You can read the revised privacy statement and related notices on this website at any time. Any updated version shall apply and supersede any and all previous versions, including but not limited to, leaflets or hard copy versions. Please check our website for information on our most up-to-date practices. Continued use of the service will signify that you agree to any such changes. This policy is not a contract, nor does it suggest any obligation on our part with another party.

  1. Contact Details

If you have any questions about the privacy statement of the website or related matters related to your personal information, please contact:

Data Processor /Privacy Officer’s contact:

Personnel Section

Address: CSC STEEL HOLDINGS BERHAD
180, Kawasan Industri Ayer Keroh, Ayer Keroh,
75450 Melaka, Malaysia.
Tel: 606-2310169
Website: www.cscmalaysia.com
Office Hours: Monday to Friday 8.00am to 5.30 p.m. (except Public Holidays)

 

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The Privacy Policy of CSC Malaysia Website

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SIRIM Eco-label

In 2014, CSC Steel had been accredited with the SIRIM Eco-label certification (Green Coated Steel) for realzinc™ & realcolor® steel. “Eco-labelling” is a voluntary method of environment performance certification, offering an option to eco-conscious consumers of environmental friendly & sustainable product.
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