The Board of Directors (“the Board”) of Gagasan Nadi Cergas Berhad (“Gagasan Nadi” or “the Company” or “the Group”) acknowledges the importance of the principles and practices as set out in the Malaysian Code on Corporate Governance (“MCCG”) in managing Gagasan Nadi’s business towards its mission of sustainable growth.
Although the Company was listed on the ACE Market of Bursa Malaysia Securities Berhad on 8 January 2019, the Board nevertheless wishes to present this statement to its shareholders and stakeholders with an overview of the Company’s application of MCCG practices for the financial year ended 31 December 2018.
However, the Company was not able to apply all the principles and practices set out in MCCG pursuant to Rule 15.25 of the ACE Market Listing Requirements of the Bursa Malaysia Securities Berhad as certain practices and processes were not relevant or still being established during the financial year.
The Corporate Governance Overview Statement can be read here.
1.0 INTRODUCTION
The Board of Directors (“Board”) of Gagasan Nadi Cergas Berhad (“Company”) commits itself to instil good corporate governance practices in the Company and its subsidiaries (“Group”) in accordance with the principles set out in the Malaysian Code on Corporate Governance (“MCCG”) as the Board believes that good corporate governance practices are vital to the success of the Group’s business.
The Board shall be the focal point of the Group’s corporate governance practices and is ultimately responsible for:
a. setting the Group’s strategic aims to ensure that necessary resources are in place for the Group to meet its objectives and review its management’s performance and affairs of the Group;
b. promoting the Group’s values and standards; and
c. ensuring that the Group’s obligations to its shareholders and other stakeholders are understood and met.
This Board Charter sets out:
a. the composition, roles, responsibilities and processes of the Board, individual Directors and management; and
b. the delegation of authority by the Board to various Board Committees to safeguard the Board members in performing their responsibilities on behalf of the Group for the benefit of the Company and its stakeholders.
This Board Charter is subject to the provisions of the Companies Act 2016 (“the Act”), the Company’s Constitution, ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities” or “Listing Requirements”), the practices and guidance of the MCCG and any other applicable laws or regulatory requirements.
In the event of a conflict between the Constitution and this Board Charter, the provisions of the former shall have precedence, subject to compliance with the legislation and regulatory requirements.
2.0 BOARD STRUCTURE
2.1 Board Composition
The Board must comprise a balance of Executive Directors and Non-Executive Directors (including Independent Non-Executive Directors) such that no individual or group can dominate the Board’s decision-making.
The Board must consist of qualified individuals with diverse sets of skills, diversity, expertise and experience from different backgrounds to govern the Company.
The Company’s Constitution states that unless otherwise determined by the Company in a general meeting, the number of Directors must not be less than two (2) (excluding an Alternate Director) nor more than twelve (12). At any one time, at least two (2) or one-third (1/3), whichever is higher, of the Board members must be Independent Directors. The composition and size of the Board will be reviewed from time to time to ensure its effectiveness.
Pursuant to Rule 15.06 of the Listing Requirements, the Directors must not hold more than 5 directorships in listed companies on Bursa Securities.
On boardroom diversity, the Board is supportive of the gender boardroom diversity recommended by MCCG. The Board, through the Nomination Committee (“NC”), will continuously review the Board composition, taking into consideration the appropriate competence, experience, character, integrity and time to effectively discharge his/her role as a director.
The board shall comprise at least 1 woman Director. However, the Board will pursue its target of 30% women Directors to maintain a balanced Board composition in line with Practice 5.9 of the MCCG.
2.2. Appointments
The appointment of a new Director is a matter for consideration and decision by the Board upon recommendation from the NC.
In making its recommendation, the NC shall consider the character, experience, competence, integrity and time of the candidates, as well as the following factors:
a. skills, knowledge and expertise;
b. age and gender;
c. professionalism;
d. cultural background and diversity;
e. commitment;
f. contribution and performance; and
g. in the case of candidates for the position of Independent Non-Executive Directors, the Board shall also evaluate the candidates’ ability to discharge such responsibilities/functions as are expected from Independent Non-Executive Directors.
Upon the appointment of a Director, the said Director shall provide to Bursa Securities an undertaking prescribed by Bursa Securities in any event not later than fourteen (14) days.
New Directors are expected to have such expertise as to qualify them to make a positive contribution to the Board’s performance of its duties. New Directors are required to commit sufficient time to attend the Company’s meetings or matters before accepting his/her appointment to the Board.
The Board does not exclusively rely on recommendations from current Board members, management, or major shareholders when identifying candidates for the appointment of Directors. The Board will utilise independent sources to identify suitably qualified candidates.
2.3. Tenure of Directors
Pursuant to the Constitution of the Company, at the Annual General Meeting (“AGM”), one-third (1/3) of the Directors for the time being, or if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3), shall retire from office after the AGM in every year provided always that all Directors shall retire from office at least once every three (3) years but shall be eligible for re-election.
The Directors to retire every year shall be the Directors who have been longest in office since the Directors’ last election, but as between persons who became Directors on the same day, the Directors to retire shall be determined by lot unless they otherwise agree among themselves.
The tenure of an Independent Director shall not exceed a cumulative term limit of nine (9) years. Upon completion of the nine (9) years, an Independent Director may continue to serve on the Board as a Non-Independent Director.
If the Board intends to retain an Independent Director beyond nine (9) years, it shall seek annual shareholders’ approval through a two-tier voting process in accordance with the practice of MCCG. A candidate shall not be considered fit for directorship if he/she: –
a. has been convicted by a court of law, whether within Malaysia or elsewhere, of an offence in connection with the promotion, formation or management of a corporation;
b. has been convicted by a court of law, whether within Malaysia or elsewhere, of an offence involving bribery, fraud or dishonesty or where the conviction involved a finding that he acted fraudulently or dishonestly; or
c. has been convicted by a court of law of an offence under the securities laws of Malaysia or the Act, within five (5) years from the date of conviction or, if sentenced to imprisonment, from the date of release from prison, as the case may be.
The office of a Director shall become vacant if the Director: –
a. falls within the circumstances set out in Section 208 of the Act, where the Director: –
– resigns from office as Director by giving written notice to the Company at its registered office;
– retires in accordance with the Act or the Constitution of the Company but is not re-elected;
– is removed from office in accordance with the Act or the Constitution of the Company;
– becomes disqualified from being a Director under Section 198 or 199 of the Act;
– becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the Mental Health Act 2001;
– dies; or
– otherwise vacates office in accordance with the Constitution of the Company;
b. is absent from more than 50% of the total Board meetings held during a financial year; or
c. is convicted by a court of law, whether within Malaysia or elsewhere, in relation to the offences listed in 2.3.4 above.
2.4 Board Independence
An Independent Director is a director who is independent of management and free from any business or other relationship which could interfere with the exercise of independent judgment or the ability to act in the best interests of the Company. Without limiting the generality of the foregoing, an Independent Director is one who: –
a. is not an Executive Director of the Company or any related corporation of the Company (each corporation is referred to as “said Corporation”);
b. is not, and has not been within three (3) years, an officer (except as an Independent Director) of the said Corporation. For this purpose, “officer” has the meaning given in Section 2 of the Act but excludes a Director who has served as an Independent Director in any one or more of the said Corporations for a cumulative period of less than twelve (12) years;
c. is not a major shareholder of the said Corporation;
d. is not a family member of any Executive Director, officer or major shareholder of the said Corporation;
e. is not acting as a nominee or representative of any Executive Director or major shareholder of the said Corporation;
f. has not been engaged as an adviser by the said Corporation under such circumstances as prescribed by Bursa Securities, or is not presently a partner, director (except as an independent director) or major shareholder, as the case may be, of a firm or corporation which provides professional advisory services to the said Corporation under such circumstances as prescribed by Bursa Securities;
g. has not engaged in any transaction with the said Corporation under such circumstances as prescribed by Bursa Securities, or is not presently a partner, director or major shareholder, as the case may be, of a firm or corporation (other than subsidiaries of the Company) which has engaged in any transaction with the said Corporation under such circumstances as prescribed by Bursa Securities; or
h. has not served as an Independent Director in any one or more of the said Corporation for a cumulative period of more than twelve (12) years from the date of his or her first appointment.
The roles of the Independent Non-Executive Directors are essential in bringing independent judgment and ensuring all issues proposed by the Executive Directors are fully discussed and examined to take into account the long-term interests of not only the shareholders but also other stakeholders such as the employees and business associates.
Where the Board appoints a Senior Independent Non-Executive Director, he/she shall have the following responsibilities:
a. serves as a sounding board to the Chairman;
b. serves as an intermediary for other Directors when necessary;
c. leads the performance evaluation of the Chairman;
d. fosters objectivity in instances where the Chairman and Group Managing Director (“GMD”) are related;
e. acts as the point of contact for shareholders and other stakeholders, particularly on concerns which cannot be resolved through the normal channels of the Chairman and/or GMD;
f. leads the succession planning and appointment of Board members, including future Chairman and GMD; and
g. leads the annual review of Board effectiveness, ensuring that the performance of each Director is assessed objectively and holistically.
2.5. Fit and Proper Policy
The Board has established a Fit and Proper Policy for the appointment and reelection of Directors of the Company and its subsidiaries to ensure that the Directors have the necessary quality, competencies and integrity to discharge their roles effectively.
In conducting the Fit and Proper assessment, the Board, through its NC, shall consider the following criteria as outlined in the Policy:
a. Character and Integrity;
b. Experience and Competence; and
c. Time and Commitment.
Any candidate who has been identified for appointment as a Director or for reappointment/ re-election as a Director shall be required to complete a Fit and Proper declaration form.
The Fit and Proper Policy is made available on the Company’s website at https://nadicergas.com.
3.0 ROLES AND RESPONSIBILITIES
3.1 The Board
The Board has the overall responsibility for the long-term success of the Group and the delivery of sustainable value to its stakeholders. In discharging its fiduciary duties and responsibilities, the Board assumed the following corporate governance guidelines: –
a. together with management, promoting a good corporate governance culture within the Group which reinforces ethical, prudent and professional behaviour;
b. reviewing and setting a strategic plan for the Group to ensure that it supports long-term value creation and includes strategies on economic, environmental and social considerations;
c. reviewing, challenging, and deciding on management’s proposals for the Group, as well as monitoring their implementation by management;
d. overseeing the conduct of the Group’s business to ensure it is properly managed, including supervising and assessing corporate behaviour and conduct of the business of the Group;
e. identifying the principal risks and ensuring implementation of appropriate internal controls and mitigation measures to achieve a proper balance between risks incurred and potential returns to the shareholders;
f. reviewing the information, risk management and internal control system and its effectiveness;
g. provide active oversight of the implementation of the Group’s Anti-Bribery and Corruption Policy and program, and ensure adequate resources are provided to carry out the program;
h. monitor and review material economic, environmental, and social (“EES”) considerations and sustainability issues and integrate them into the company’s strategy. In addition, the Board shall ensure EES considerations and sustainability issues identified are appropriately, disclosed to ensure accountability and greater transparency of its ethical and social responsibilities footprint.
i. ensuring there is an orderly succession of senior management positions who are of high calibre and have the necessary skills and experience. The Board delegates to the NC and Remuneration Committee (“RC”) to review succession plans and remuneration packages for the Directors and senior management, respectively, as well as the Group’s policies and procedures on remuneration for the consultants who are employees of the Group. The Board also ensures that there are appropriate policies for training, appointment and performance monitoring of management positions;
j. developing and implementing an investor relations programme or shareholders’ communications policy for the Group to enable effective communication with stakeholders;
k. reviewing and approving financial statements;
l. reviewing and approving the reports of the Audit and Risk Management Committee (“ARMC”), NC and RC at the end of each financial year;
m. reviewing and approving the Company’s annual report;
n. ensuring the integrity of the Company’s financial and non-financial reporting; and
o. undertaking a formal and objective annual evaluation to determine the effectiveness of the Board, the Board Committees and each Director.
The Board reserves a formal schedule of matters for the Board’s deliberation and approval. This includes, among others, the following matters: –
a. strategic issues and planning, including sustainability;
b. budget and performance reviews;
c. quarterly financial results and audited financial statements;
d. dividend policy or declaration of dividends;
e. capital expenditures;
f. material borrowings;
g. treasury policies;
h. key human resources issues;
i. material acquisitions and disposals of undertakings and properties;
j. proposed appointment of external auditors and their audit fees;
k. new venture; and
l. related party transactions (“RPT”), recurrent RPT and conflict of interest, which includes any arrangements for the consultants who are employees of the Group to perform consultations and treatments in other medical centres outside the Group and any other transaction, procedures or course of conduct that raises question on management integrity and any recommendations relating thereto as set out in the Terms of Reference of the ARMC.
The Board need to ensure that the subsidiaries of the Company and their directors adhere to the following: –
a. the subsidiaries and their directors must provide the Company with any information requested by the Company to enable the Board to oversee the performance of the said subsidiary effectively, including assessing the nonfinancial performance of the Group;
b. the subsidiaries and their directors must cause to be kept the accounting and other records to: –
– sufficiently explain its business, transactions and financial position;
– enable the preparation of true and fair financial statements; and
– enable the accounting and other records to be conveniently and properly audited.
c. the subsidiaries and their directors must provide the Company with all information and records necessary to enable the preparation of the consolidated financial statements in accordance with the approved accounting standard. The information and records required under 3.1.3 (b) and (c) shall be kept for not less than seven (7) years from the completion
of transactions or operations to which the entries or records relate.
In relation to financial reporting, the Board aims to present a balanced and meaningful assessment of the Company’s financial performance primarily through the annual financial statements and quarterly announcement of financial results. The Board is assisted by the ARMC to oversee the Company’s financial reporting process and the quality of the financial reporting.
3.2 Chairman
The Chairman plays a pivotal role in fostering the effectiveness of the Board and individual Directors.
The Chairman is elected by the Board members to provide leadership at the Board level and represent the Board to the shareholders and other stakeholders. The Chairman will act independently in the best interest of the Group.
The Chairman is responsible for ensuring Board effectiveness and promoting the highest standards of integrity, probity and corporate governance throughout the Group.
The responsibilities of the Chairman, amongst others, are as follows:
a. setting the Board agenda and ensuring that Board members receive complete and accurate information in a timely manner;
b. leading the Board in establishing and monitoring good corporate governance practices in the Group;
c. leading Board meetings and discussions, acting as a facilitator at the Board and ensuring an appropriate level of interaction among Board members;
d. encouraging active participation at Board meetings and allowing dissenting views to be freely expressed;
e. promoting constructive and respectful relations between Directors and senior management;
f. ensuring compliance with all relevant regulations and legislation; and
g. representing the Board to shareholders and ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole.
Different individuals hold the positions of Chairman and GMD.
3.3 Group Managing Director
The GMD is the highest-ranking executive in the Company, whose primary responsibilities include making major corporate decisions, managing the overall operations and resources of the Group, acting as the main point of communication between the Board and corporate operations and being the public face of the Group.
The GMD is appointed by the Board upon the recommendation of the NC.
Generally, the GMD is accountable to the Board for, among others, the following:
a. managing the day-to-day business operations of the Group;
b. ensuring that the applicable rules and regulations for the conduct of affairs of the Board are complied with and for all matters associated with the maintenance of the Board or otherwise required for its efficient operation;
c. representing the Group as the key spokesperson with all stakeholders, including investors, regulators and business partners;
d. leading the development of the Group’s operations and businesses and recommending short and long-term strategies to the Board;
e. assessing all business opportunities which are potentially beneficial to the Group;
f. maintaining awareness of the competitive market landscape, expansion opportunities and industry developments;
g. ensuring that the Group maintains high social responsibility wherever it does business;
h. creating and implementing the Company’s vision and mission; and
i. serving as a focal point for stakeholders’ communication and engagement on corporate governance issues.
3.4 Executive and Non-Executive Directors
Executive Directors are the senior management of the Company who are involved in the day-to-day management of the Group.
Executive Directors assist the Board in the decision-making process through their technical expertise and knowledge of the business and its industry.
Executive Directors, with the help of management, assist the Board in facilitating the orientation of new Directors and Director training and development.
A Non-Executive Director is a member of the Board who is not an employee of the Company. Non-Executive Directors can be classified as: –
a. those who have no direct or indirect pecuniary interest in the Company other than their Directors’ emoluments and their permitted shareholdings in the Company;
b. those who are not employees of the Company or affiliated with it in any other way and are not involved in the day-to-day running of the business but may have a pecuniary interest in the Company, whether direct or indirect; or
c. those who are not employees of the Company but are standing as nominees for substantial shareholders.
Non-Executive Directors need to be sound in judgement and to have an inquiring mind.
Non-Executive Directors should question intelligently, debate constructively, challenge rigorously and decide dispassionately.
Non-Executive Directors may act as a bridge between management, shareholders and other stakeholders. They should provide the relevant checks and balances, focusing on shareholders’ and other stakeholders’ interests and ensuring that high standards of corporate governance are applied.
The responsibilities of Non-Executive Directors are, amongst others, as follows:
a. advising and directing management in the development and evaluation of strategy;
b. scrutinising the performance of management in meeting agreed goals and objectives and monitoring the reporting of performance;
c. satisfying themselves that the financial information presented is accurate;
and
d. reviewing the risk management and internal control systems to ensure they are robust and defensible.
4.0 BOARD COMMITTEES
The Board has set up the following Board Committees with different functions delegated to assist in carrying out its duties and responsibilities: –
a. ARMC;
b. NC; and
c. RC.
In addition to the above Board Committees, the Board may establish other board-level committees from time to time to assist the Board in discharging its responsibilities more effectively.
These Board Committees do not make decisions on behalf of the Board. Each Committee will have the authority to examine particular issues within its terms of reference and make the necessary recommendations to the Board for its consideration and decision-making.
The duties and powers delegated to these Board Committees are set out in the Terms of Reference of each Board Committee as approved by the Board. These Terms of Reference are available on the Company’s website at https://nadicergas.com.
The Board is collectively responsible for any decision taken by any Board Committee. The Board Committees may only perform the tasks delegated to them by the Board and should not exceed the authority conferred on them by the Board. Decisions that by law should be made by the Board shall not be delegated to the Board Committees.
BOARD MEETINGS
5.1 Frequency
The Board shall conduct at least four (4) meetings a year. In exceptional circumstances, additional meetings may be convened. The Company Secretary shall, in advance, prepare and distribute to all Directors a timetable for the meetings for the year.
5.2 Notice and Agenda
The notice of the Board Meeting, the detailed agenda, and the supporting Board papers should be provided at least five (5) business days prior to each Board Meeting, allowing Directors ample time to review them. Directors are expected toreview the Board Papers in order to facilitate meaningful deliberation during each meeting.
The agenda shall address high-priority strategic and operational issues, where necessary, and the Chairman shall ensure that there is enough time for discussion. Agenda issues shall be aligned with the Company’s overall perspective, including its starting situation, aspirations and priorities.
5.3 Quorum
The Directors may meet together for the despatch of business at such time and place, adjourn and otherwise regulate their meetings and proceedings as they think fit. The quorum necessary for the transaction of the business of the Directors shall be two (2).
5.4 Chairman’s role in the meeting
In the absence of the Chairman, the members present shall elect a Chairman from amongst themselves to chair the meeting. The Chairman encourages constructive and healthy debate and allows the Directors to freely express their views or share information with their peers during deliberation as participating Board members.
5.5 Attendance
All Directors must meet the minimum 50% attendance requirement imposed by the Listing Requirements. Senior management who are not Directors may be invited to attend and speak at Board meetings on certain matters relating to their areas of responsibility. The Board may also invite external parties such as auditors, solicitors and consultants to attend as and when the need arises.
5.6 Meeting Mode
The Directors may participate at a Board Meeting or any Board Committee meeting by conference telephone, video, electronic or such other communication facilities which would permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously. The physical presence of the Director(s) is not compulsory, and participation at such Board Meeting in the aforesaid manner shall be deemed to constitute presence in person at such meeting. The Directors participating at any such Board Meeting shall be counted in the quorum for such meeting.
All resolutions agreed upon by the Directors at such a meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and held. All information and documents must be made equally available to all participants prior to, at or during the Board Meeting. The participation in a meeting by means of a conference telephone or similar electronic telecommunication device shall be treated with confidence, and he/she shall prevent any leakage of information/materials to any third party.
Directors are expected to strictly observe the confidentiality of the Company’s price-sensitive information, which is not known to the investing public.
5.7 Directors’ Written Resolution
In the event matters requiring the Board’s decision arise between Board Meetings, such matters shall be resolved through written resolutions, which shall be supported by relevant papers setting out details of the subject matter.
Such written resolutions signed or approved by a majority of the Directors entitled to vote and sign on the resolution, if transmitted to the Company by any technology purporting to include a signature and/or an electronic or digital signature by the Director, shall be as valid and effectual as if it were a resolution duly passed at a Board Meeting. Such resolutions may comprise several documents in similar form, each signed by one or more members of the Board.
5.8 Voting
All resolutions of the Board shall be adopted by a simple majority vote, each member having one vote. In the case of equality of votes, where two (2) Directors form a quorum, the Chairman of a meeting at which only such a quorum is present, or at which only two (2) Directors are competent to vote on the question at issue, shall not have a casting vote. Otherwise, in the case of an equality of votes, the Chairman shall have a second or casting vote.
Directors are required to inform the Board of conflicts or potential conflicts of interest that they may have in relation to a particular subject matter or business transaction. These Directors shall abstain from deliberation and voting on those matters.
5.9 Minutes
The minutes shall record the proceedings of the meeting, pertinent issues, inquiries or responses, members’ suggestions and the decisions made, including whether or not any Director has abstained from voting or deliberating on a particular matter, as well as the rationale behind those decisions. Minutes of the meeting shall be circulated to all members of the Board in a timely manner.
The minutes of proceedings and resolutions of meetings of the Directors and any written resolutions passed by Directors shall be kept at the Registered Office or other office authorised by the Board as soon as practicable after the meeting is held or the resolution passed and be made available for inspection by any Directors during office hours.
6.0 REMUNERATION OF DIRECTOR
The performance of Directors is measured by the Directors’ contribution and commitment to both the Board and the Company.
The fees and any benefits payable to the Directors shall be subject to annual shareholders’ approval at a general meeting.
The Directors shall be paid all travelling, hotel and other reasonable expenses, properly and reasonably incurred by them in the execution of their duties including any such expenses incurred in connection with attending and returning from meetings of Directors or Board Committees or any other meetings of the Company in connection with the business of the Company in the course of the performance of their duties as Directors.
The Company shall provide a fair, reasonable and competitive remuneration for its Executive Directors to ensure that the Company attracts and retains high-calibre Executive Directors who have the skills, experience and knowledge to increase the entity’s value to the benefit of all shareholders.
The Board has established a formal and transparent process for approving the remuneration of Directors, whereby the RC is responsible for reviewing the Remuneration Policy and making recommendations on the same to the Board for approval. In its review, the RC considers various factors, including their fiduciary duties, time commitments, the Group’s financial performance, as well as the Company’s performance in managing material sustainability risks and opportunities.
The Board shall disclose to the shareholders individual Directors’ remuneration on a named basis in the Company’s annual report.
7.0 INDUCTION AND TRAINING FOR BOARD MEMBERS
All newly appointed Directors are required to complete the Mandatory Accreditation Programme as required under the Listing Requirements.
All Directors shall continue to update their knowledge and enhance their skills through appropriate continuing education programmes to enable Directors to effectively discharge their duties and sustain active participation in Board deliberations.
The Board with the assistance of the NC, shall assess the training needs of the Directors from time to time, to ensure that Directors have access to training courses or seminars at periodic intervals to keep themselves updated on developments pertaining to the oversight function of Directors as well as continuing education programme in order to update their knowledge and skills to sustain their active participation in Board deliberations and effectively discharge their duties.
8.0 GENERAL MEETINGS
8.1 Annual General Meeting
An Annual General Meeting (“AGM”) is a yearly gathering between the shareholders of the Company and its Board. The Directors must ensure that AGM provides an important opportunity for effective communication with, and constructive feedback from, the Company’s shareholders.
The Company shall hold an AGM each year within six (6) months of the Company’s financial year-end, and not more than fifteen (15) months shall elapse
between the date of one AGM and that of the next.
The notices convening an AGM shall specify the meeting’s place, day and hour and shall be given to all shareholders at least twenty-one (21) days before the meeting. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution in respect of such special business. At least twenty-one (21) days’ notice of such a meeting shall be given by advertisement in at least one (1) nationally circulated Bahasa Malaysia or English daily newspaper.
Pursuant to Practice 13.1 of the MCCG, notice for an AGM will be given to shareholders at least 28 days prior to the meeting.
No business shall be transacted at any GM unless a quorum is present when the meeting proceeds to business. For all purposes, two (2) members present in person or by proxy, or, in the case of corporations which are members, present by their representatives appointed pursuant to the provisions of the Company’s Constitution and entitled to vote, shall be a quorum.
8.2 General Meeting (“GM”)
The Company may also convene a GM other than an AGM to transact other business.
The Directors may, whenever they think fit, convene a GM. GMs shall also be convened on any requisition made in accordance with the provisions of the Act, or if the Company makes default in convening a GM in compliance with a requisition received pursuant to Section 311 of the Act, a GM may be convened by such requisitions in the manner provided in Section 313 of the Act. Any GM convened by requisitions shall be convened in the same manner, as nearly as possible, as that in which GMs are to be convened by the Directors.
Subject always to the provisions of Section 323 of the Act, no business shall be transacted at a GM except a business of which notice has been given in the notice convening the GM.
The notices convening a GM shall specify the place, day and hour of the meeting and shall be given to all shareholders at least fourteen (14) days before the meeting or at least twenty-one (21) days before the meeting where any special resolution is to be proposed. At least fourteen (14) days’ notice or twenty-one (21) days’ notice in the case where any special resolution is proposed of such meeting shall be given by advertisement in at least one (1) nationally circulated Bahasa Malaysia or English daily newspaper.
No business shall be transacted at any GM unless a quorum is present when the meeting proceeds to business. For all purposes, two (2) members present in person or by proxy, or, in the case of corporations which are members, present by their representatives appointed pursuant to the provisions of the Company’s Constitution and entitled to vote, shall be a quorum.
9.0 ACCESS TO INFORMATION
All Directors shall have unrestricted access to the management of any information pertaining to the Group, including access to the advice and services of the Company’s auditors and consultants, the Company Secretary, which is relevant to the furtherance of their duties and responsibilities as Directors of the Company at the expense of the Company.
10.0 INDEPENDENT PROFESSIONAL ADVICE
In discharging the Directors’ duties, each Board member is entitled to obtain independent professional advice at the expense of the Company. This is for advice deemed relevant and necessary in order for the Directors to discharge their duties for the overall benefit of the Company.
In such circumstances, the Director shall first discuss it with the Chairman and provide the request to seek professional independent advice for the Board’s consideration and approval. It must be noted that such a restriction does not apply to the Executive Director, who is acting in his/her capacity for the furtherance of his/her executive responsibilities and within his/her delegated powers.
11.0 CONFIDENTIALITY AND DISCLOSURES OF INTEREST
The Directors are required to act in the best interest of the Company. The Directors also have a duty of confidentiality in relation to the Company’s confidential information.
All information and documentation received by the Board from the Company shall be treated as confidential unless otherwise expressly decided by the Board. All Board members are responsible for ensuring that any material received is properly protected and remains confidential. If any information is to be provided to third parties, this shall be decided by the GMD.
A Director should disclose to the Board: –
a. any material personal interest they have in a matter which relates to the affairs of the Company; and
b. any other interest (direct or indirect) that the Director believes is appropriate to disclose in order to avoid any conflict of interest or the perception of a conflict of interest.
The disclosure should be made as soon as practicable after the Director becomes aware of their interest. Details of the disclosure must be recorded in the minutes of the meeting at which the disclosure is made or the meeting held following the disclosure.
12.0 DEALINGS IN SECURITIES
A Director must not deal in the Company’s securities when he is in possession of price-sensitive information. All Directors must also comply with the disclosure requirements as prescribed under Chapter 14 of the Listing Requirements when dealing in the Company’s securities.
13.0 WHISTLEBLOWING POLICY
The Board is committed to ensuring that its business and operations are conducted in an ethical, honest and integrity manner. To achieve this purpose, the Board has established a Whistleblowing Policy.
The objectives of this policy are as follows: –
a. to encourage the staff, affiliated members and stakeholders in general to disclose any improper conduct which has come to their knowledge;
b. to enable the Group to deal with a concern internally and in an appropriate manner, rather than publicly. Publicity about malpractice, abuse, wrongdoing or misconduct can severely harm the Group’s reputation and may have far-reaching consequences;
c. to provide protection for the whistleblower who reports allegations of improper conduct and take any action responding directly to the disclosure made and to protect the whistleblower’s personal information, without the risk of reprisal, separation, demotion, suspension or loss of benefits because of the report; and
d. build and strengthen a culture of transparency and trust both within the institution and with external stakeholders.
The Whistleblowing Policy is made available for reference on the Company’s website at https://nadicergas.com.
14.0 ANTI-BRIBERY AND CORRUPTION POLICY
The Board is committed to upholding the highest standards of integrity and ethical conduct. The Company shall comply with the Malaysian Anti-Corruption Commission Act 2009 (MACC Act 2009), particularly Section 17A, which imposes liability on commercial organisations for corrupt practices by associated persons and adopts a zero-tolerance policy against bribery and corruption in all its business dealings: –
a. Corporate Hospitality, Donations and Sponsorships
The Company may make charitable donations and provide corporate hospitality and sponsorships, provided that it never improperly influences a business outcome. Any approved hospitality, donation, or sponsorship must be made to an organization and not to any individual.
b. Facilitation Payment
GNCB prohibits accepting or obtaining, giving or providing, either directly or indirectly, facilitation payments from any person for the benefit of the employee himself/herself or the company.
c. Political Contributions
GNCB does not make or offer monetary or “in-kind political contributions” to political parties or organizations, or individuals engaged in politics.
The Board and senior management are dedicated to conducting business with professionalism, fairness, and integrity, regardless of the country in which we operate.
The Anti-Bribery and Corruption Policy is available on the Company’s website at https://nadicergas.com.
15.0 CONFLICT OF INTEREST POLICY
The Board has developed a policy on Conflict of Interest with procedures to be followed to manage any conflict that may arise while the Board is performing their duties.
This policy aims to ensure that the consideration of matters by the Board and any Board committees is undertaken free from any actual influence or appearance of influence from persons with conflicts of interest and that the disclosure of the Group’s confidential information is subject to appropriate corporate governance controls.
The Conflict of Interest Policy is made available on the Company’s website at https://nadicergas.com.
16.0 CODE OF CONDUCT AND ETHICS
The Group is committed to ensuring its business operations are conducted with integrity, transparency and in a responsible manner. The objective of this policy is to provide the following: –
a. Professional and ethical guidelines for the Directors and employees of the Company to establish, maintain and enhance the reputation, image and branding of the Company; and
b. Display the highest level of professionalism in all aspects of their task, complying with all applicable laws and regulations stipulated under this policy.
This policy applies to all employees of the Company and its subsidiaries and Directors. The principles and standards of this policy cover all activities, business and functions conducted beyond the normal working hours.
The Code of Conduct and Ethics Policy is made available on the Company’s website at https://nadicergas.com
17.0 INVESTOR RELATIONS AND SHAREHOLDERS’ COMMUNICATION
The Board recognises and values the importance of effective and clear communication with its shareholders as well as with its potential investors and the public. It is fully committed that the highest standard of transparency and accountability in the disclosure of pertinent information relating to the Group, are adopted.
To achieve this, the Company has implemented, amongst others, the following: –
a. timely release of announcements to Bursa Securities, which include quarterly financial results, material contracts awarded and any other material information that may affect investors’ investment decisions;
b. conducts regular dialogues with financial analysts as a means of effective communication, which enables the Board and Management to convey information relating to the Group’s performance, corporate strategy and other matters affecting shareholders’ interests;
c. press conference, which is normally held after the AGM/GM to provide the media an opportunity to receive updates from the Board on the proceedings at the meetings and to address any queries from the media;
d. encourage full participation of shareholders at the AGM to ensure a high level of accountability and discussion of the Company’s strategy and goals. The Company shall invite the external auditors to attend the AGM and be available to answer shareholders’ questions about the conduct of the audit and the preparation of the auditor’s report; and
e. shareholders can gain access to information about the Company, including the summary of the Group’s investor relation activities and media releases through the Company’s website, https://nadicergas.com.
18.0 COMPANY SECRETARY
The Company Secretary shall be a person who is qualified pursuant to Section 235 of the Act.
The Board is supported by a suitably qualified and competent Company Secretary who plays an important role in providing sound governance advice, ensuring adherence to rules and procedures, and advocating the adoption of corporate governance best practices.
The responsibilities of the Company Secretary are, amongst others, the following: –
a. ensuring that the Board procedures are followed while a meeting is conducted;
b. managing all Board and Board Committee meeting
c. advising the Board on its roles and responsibilities;
d. advising the Board on corporate disclosures and compliance with company law, securities regulations and Listing Requirements;
e. facilitate orientation of new directors and assist in director training and development;
f. managing processes pertaining to AGM; and
g. monitoring corporate governance developments and assisting the Board in adopting good corporate governance practices to meet the Board’s needs and stakeholders’ expectations.
19.0 REVIEW OF THE CHARTER
This Board Charter shall be periodically reviewed and updated, taking into consideration the needs of the Group as well as any developments in the rules and regulations that may have an impact on the discharge of the Board’s duties and responsibilities.
This Board Charter was reviewed and approved by the Board on 29 May 2025 and is made available on the Company’s website https://nadicergas.com.