Board Charter
 

Overview

The Board of Directors is responsible for overseeing the management and affairs of the Group in setting out the strategic direction for the purpose of achieving its goals, the Board is fully committed to maintaining the standards of corporate governance at the highest level.

The strategic plan as adopted provides a clear direction for the Board and the Management of the Group and ensures all plans, goals and targets are crystallized.

This Board Charter sets out the roles and responsibilities of the Board of Directors of Coastal Contracts Bhd as well as powers delegated to different Board Committees of the Group, within its governance structure.

Coastal Contracts Bhd endorses the Principles and Recommendations as stipulated in the Malaysian Code on Corporate Governance ("MCCG") 2017.


Compliance with Laws

As a public company listed on the Main Market of Bursa Malaysia Securities Berhad, Coastal Contracts Bhd must comply with the Companies Act 2016, Rules and Listing Requirements of Bursa Malaysia Securities Berhad, Capital Market and Services Act 2007 (CMSA), as well as other applicable laws, rules and regulations.


Composition of the Board

The Board comprises of:


Roles and Responsibilities of the Board

Board Committees
Several Board Committees have been formed in order to further strengthen the Board's effectiveness and reinforce its independence.

Board Committees have the authority to examine particular issues according to their respective terms of reference and report to the Board with recommendations.

The Three Committees established by the Board are as follows:


Nomination Committee
Entrusted to formally and transparently review annually the Board's structure, size and composition as well as the Board's required mix of skills, experiences and other qualities, including core competencies which Non-Executive Directors should bring to the Board.

The roles and responsibilities of the Nomination Committee shall be, amongst others, to:


Remuneration Committee
The Roles and responsibilities of the Remuneration Committee shall be, amongst others, to:

Audit Committee
The Roles and responsibilities of the Audit Committee shall be, amongst others, to:

Review the following and report the same to the Board:


Appointment of Directors

The appointment of new Directors is a matter for consideration and decision by the Board upon appropriate recommendation from the Nomination Committee. New Directors shall be competent to bring to the Board skills and expertise which can contribute positively to the Group's performance. The Board will regularly review its capabilities and identifies attributes desired from appointees.


The Executive Chairman

The Executive Chairman is responsible for the leadership of the Board of the Company, maintaining its effectiveness on all aspects of its role and setting its agenda. He also ensures that the views of shareholders are communicatedto the Board as a whole in order to identify shareholders' issues and concerns. He is also responsible for executing the strategy as agreed by the Board and developing objectives through leadership of the senior executive team. Moreover, he ensures that the Group's risks are adequately addressed and appropriate internal controls are in place. Scheduling regular and effective evaluations of the Board's performance is also one of the Executive Chairman's responsibilities.


Membership and Term

The Board consists of three Executive Directors including the Chairman and three Independent Non-Executive Directors. All Directors, whether independent or not, shall have a proper understanding of, and competence to deal with, the current and emerging issues of the business and bring an independent judgement to bear on Board decisions.

Directors are free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director's ability to act in the best interests of the organization. Membership of the Board shall be disclosed in the annual report including whether or not a Director is independent.


Company Secretaries

The Company Secretaries who are experienced, competent and knowledgeable on the laws and regulations, as well as directives issued by the regulatory authorities, provide clear and sound advice on requirements and procedures to be formulated and adopted by the Group arising from new statues and guidelines implemented by regulatory authorities. The Board is also briefed on proposed contents and timing of material announcements to be made to Bursa Malaysia. In ensuring that Board meetings are properly convened, the Company Secretaries fulfil their attendance in Board meetings. Not only that, the Company Secretaries also work collaboratively with the Management in assuring timely and appropriate information flows within the Group.


Meetings

Board Meetings

General Meetings

Conflicts of Interest

A Director must act honestly, in good faith and in the best interest of the Company as a whole. The Directors shall minimize the possibility of conflict of interest by restricting their involvement in businesses which could lead to the occurrence of a conflict of interest. As soon as the situation of actual or potential conflict of interest arises, Directors must disclose to the Board and thereafter keep the Board advised on an ongoing basis and abstains from voting or discussion on any motion relating to the matter. If the Board resolves to allow a Director's involvement in matter which is likely to have conflict of interest, the Board shall report the details of the basis of the decision made and the nature of the conflict concerning the matter.


Risk Management

The Board carries out its responsibilities in identifying, assessing and monitoring major business risks affecting the Group and implementing appropriate plans and risk mitigation strategies to safeguard shareholders' investments and the Group's assets.
The Board must ensure that a risk management system that can effectively monitor and manage potential risks is in place.


Review of Board Performance

The Board will evaluate its own performance as well as the effectiveness of its committees and contribution of Board members as a whole on an annual basis and the procedure of performance review shall be determined by the Board.


Directors' Remuneration

The Directors shall be paid by way of remuneration for their services rendered. The amount of remuneration payable shall be sufficient and reasonable to attract, retain and motivate talented Directors needed to run the Group successfully, considering all relevant factors such as function, workload and responsibilities involved.


Access to Information

All Directors have unrestricted access to information pertaining to the Group in the form and manner appropriate for them to perform their duties efficiently. Directors have access to management in seeking explanations and information from management as well as internal and external auditors, even without the presence of management. The Directors shall seek professional advice and services from the Company Secretary whenever they consider necessary to fulfill their responsibilities.


Financial Reporting

The Board aims to present a clear and fair assessment of the Group and Company's financial position and future prospects primarily through the annual financial statements and quarterly reports issued by the Company within the stipulated timeframe. The Board is assisted by the Audit Committee in overseeing the Group's financial reporting process to ensure the quality, reliability and accuracy of its information for disclosure in accordance with the approved accounting standards.


Review of Charter

The Board will review this charter annually to ensure that it remains consistent with the Board's objectives and responsibilities as well as relevant standards of corporate governance.


The above Board Charter was last reviewed on 4 October 2018.