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.
With reference to the Practices and Guidance of the Malaysian Code on Corporate Governance, the Board of Directors has the following responsibilities:-
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 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.
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 Chairman of the respective Committees has an obligation to report and update the Board on their deliberations, findings and recommendations.
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:
The details TOR is published on company’s website
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.
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.
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.
The Board is assisted by a professionally qualified and competent Company Secretary.
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
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 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.
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 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.
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.
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.
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.
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 Board Charter will be reviewed at least once every two (2) years and make necessary amendment as it deems appropriate.
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.
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:-
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.
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.
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:-
We may however disclose your personal information to the following parties in the course of using the information for the reason it was collected:-
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:
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.
The parties to the collection of personal data on the website may exercise the following rights in accordance with the Personal Data Protection Act:
However, this is not the case for those who are required to perform duties or business on the website.
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:
Address: CSC STEEL HOLDINGS BERHAD
180, Kawasan Industri Ayer Keroh, Ayer Keroh,
75450 Melaka, Malaysia.
Office Hours: Monday to Friday 8.00am to 5.30 p.m. (except Public Holidays)