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 crystallised.
This Board Charter sets out the roles and responsibilities of the Board of Directors of Coastal Contracts Berhad as well as powers delegated to different Board Committees of the Group, within its governance structure.
Coastal Contracts Berhad endorses the Principles and Recommendations as stipulated in the Malaysian Code on Corporate Governance (“MCCG”) 2012.
Compliance with Laws
As a public company listed on the Main Market of Bursa Malaysia Securities Berhad, Coastal Contracts Berhad must comply with the Companies Act 1965, 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:
- Three Executive Directors
- Three Independent Non-Executive Directors
Roles and Responsibilities of the Board
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
- Remuneration Committee
- Audit 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:
- Review the mix of skills, experience and other qualities, including core competencies, of the Board members.
- Assess the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Board member.
- Provide recommendations on candidates for directorship, re-appointment and re-election of Board members and the Board members to sit on Board Committees.
- Discuss and review the Board’s succession plan, taking into account the challenges and opportunities facing the Company and determine on the skills and expertise required for the Board to further improve the Company’s performance.
- Support Directors’ induction programs and continuing development.
The roles and responsibilities of the Remuneration Committee shall be, amongst others, to:
- Evaluate and make recommendations on all aspects of the Executive Directors’ performance, terms of employment, remuneration package and incentives.
- Recommend to the Board the Company’s framework for retaining and rewarding the Executive Directors.
- Ensure that the Executive Directors are fairly rewarded for their contributions to the Group’s overall performance as a way of retaining the Directors needed to run the Group smoothly.
- Obtain independent consultant’s advice and information about remuneration practices elsewhere whenever deemed necessary.
The roles and responsibilities of the Audit Committee shall be, amongst others, to:
- Review the following and report the same to the Board:
- with the external auditors, the audit plan;
- with the external auditors, their evaluation of the system of internal controls;
- with the external auditors, their audit report;
- the assistance given by the employees of the Group to the external auditors;
- the adequacy of the scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work;
- the internal audit programme, processes, the results of the internal audit work or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
- the quarterly results and year-end financial statements, prior to the approval by the Board, focusing particularly on:
- implementation of significant accounting policy changes;
- significant and unusual events;
- compliance with applicable approved accounting standards and other legal requirements;
- any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity;
- any letter of resignation from the external auditors of the Company;
- whether there is reason (supported by grounds) to believe that the Company’s external auditors are not suitable for re-appointment; and
- Recommend the nomination of a person or persons as external auditors.
- Review the Risk Management Framework and risk register of the Group.
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 communicated to 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.
The Board appoints the Company Secretary who shall be suitably qualified and capable of fulfilling the functions required of the post. The appointment and removal of the Company Secretary is a matter of the Board as a whole. The Company Secretary assists and advises the Board and its Committees on issues relating to compliance with laws, rules, policies and procedures as well as listing and regulatory requirements. Likewise, the Company Secretary shall keep the Board informed on current governance practices.
- Meetings shall be conducted at least on a quarterly basis and additional meetings will be held whenever necessary.
- Directors are required to attend Board meetings and are expected to participate actively and constructively during Board discussions and other activities to bring out the best of their knowledge, skills and abilities to the Board.
- Directors who are unable to attend Board meetings shall advise the Chairman the earliest possible.
- The decision of the Board must be clearly recorded which includes the rationale of each decision and mitigation strategies to be taken according to agreed timeline, however, all these shall remain confidential unless otherwise specified.
- Annual General Meeting (AGM) shall be held once a year and the attendees shall be all Directors and key senior executives.
- The Board regards the AGM as an important event in the corporate calendar and it is the principal forum for dialogue with shareholders in ensuring effective communication with, and constructive feedback from, the Company’s shareholders.
- Active participation of shareholders in the AGM is highly encouraged by the Chairman.
- The Board shall encourage poll voting on substantial resolutions.
- The Chairman shall undertake to respond to shareholders’ queries during the AGM and provide written answers to significant questions that cannot be readily answered at the meeting.
- The Board shall consider requisitions by shareholders to convene an Extraordinary General Meeting (EGM) or any other matters requiring immediate attention of the Company.
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.
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.
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 fulfil their responsibilities.
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 6 October 2016.