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.
This Board Charter sets out composition, roles and responsibilities and processes of the Board of Directors (“Board”). It provides an overview of how the Board leads by strategic guidance and effective oversight of management. It also sets out the delegation of authority by the Board to various committees to ensure the Board members in performing their responsibilities on behalf of the Group would act in the best interests of all stakeholders.
This Board Charter incorporates the Malaysian Code on Corporate Governance (“MCCG”) by the Securities Commission Malaysia in April 2017, as considered appropriate, and ACE Market Listing Requirements of Bursa Securities Berhad (“Bursa Securities”) (“Listing Requirements”) updated in July 2016 on corporate governance.
Whilst this Board Charter serves as a structured guide, especially for new Directors who are on-board, it shall not be construed as an exhaustive blueprint by Directors on corporate governance matters.
The composition of the Board shall be determined using the following principles:
- At least half (1/2) of the Board are Independent Directors as recommended by MCCG.
- The positions of Chairman and Group Managing Director / Group Chief Executive are required to be held by separate persons to ensure balance of power and authority and to maintain effective supervision and accountability of the Board and management.
- The Board considers that it should consist of qualified individuals with broad base of industry knowledge, experience and technical skill necessary to govern the Company and the Group. The Nomination Committee is, therefore, entrusted by the Board to appraise candidates for directorship, including those who retire and offer themselves for re-election, before recommending to the Board.
The roles of the Independent Non-Executive Directors are particularly important in bringing independent judgement and ensuring all issues proposed by the executive management are fully discussed and examined to take into account the long-term interests, not only of the shareholders, but also other stakeholders such as the employees, customers and business associates.
In determining the independence, the Board will consider the definition of “independent director” defined under Paragraph 1.01 of the Listing Requirements and assess the corporate governance practices in the light of the changing circumstances facing the Company. As such, the Board chooses not to take a prescriptive approach to independence, but to consider the independence of each Director, on a case by case basis, by taking into consideration the following factors:
- The suitability and ability of an Independent Non-Executive Director to carry out his roles and responsibilities effectively should be based on his calibre, qualifications, experience, personal qualities and knowledge of the Group’s business operation and activities.
- The ability of an Independent Non-Executive Director must be independent of management and free from any business or other relationship which could interfere with the exercise of independent judgement or the ability to act in the best interest of the Company
The Nomination Committee reviews the independence of each Director on an on-going basis, in light of interests disclosed to the Board, and recommends the same to the Board for consideration.
Appointment and re-election of Directors
With in-depth knowledge of the Group’s business operations and activities, the Directors shall be in position to contribute meaningfully to the Group’s conduct of business. The Board values such knowledge and experience in addition to other qualities and will exercise discretion in the review of Board composition and appointments.
The Board is responsible in determining the appropriate size of the Board. Candidates for appointment to the Board shall be forwarded to the Nomination committee for their review. In making their recommendation, the Nomination Committee will consider the required mix of skills, experience, gender diversity and other qualities, where appropriate.
In accordance with Constitution of the Company, 1/3 of the Directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest to 1/3, shall retire from office at each annual general meeting provided always that all Directors shall retire from office once at least in every 3 years but shall be eligible for re-election. Any new or additional director appointed by the Board during the year shall hold office until the next annual general meeting and shall then be eligible for re-election. The election of each Director is voted on separately.
The Group values the experience Board members bring from the board of other companies on which they serve, but recognizes that those boards may also present demands on a Director’s time and availability. All Board members should notify the Chairman of the Board before accepting any new directorship outside the Group.
ROLES AND RESPONSIBILITIES
Responsibilities of the Board
The Board has the overall responsibility for the business affairs of the Group. It devises and approves strategic plans, business development initiatives, providing direction and guidance to the management in meeting the Group’s short and long-term goals. The Board assumes, amongst others, the following duties and responsibilities:
- Promote good corporate governance culture between the group which reinforces ethical, prudence and professional behavior.
- Objectively reviewing, adopting and monitoring the implementation of the Group’s strategic plans as proposed by the Management. The strategic plan includes promotes sustainability i.e. achieving a satisfactory balance on bottom-line growth, safeguarding the welfare of people and community within a harmonious state of the environment;
- Overseeing the conduct of the Group’s business to ensure it is being properly managed. Also, overseeing and evaluating corporate behaviour and conduct of business of the Group;
- Identifying 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.’
- Ensuring there is orderly succession of senior management positions of sufficient calibre. The Board delegates to the Nomination and Remuneration Committees to review succession plans and remuneration packages for the Directors. The Board also ensures there are appropriate policies for training, appointment and performance monitoring of management positions;
- overseeing the development and implementation of shareholder communications policy; and
- reviewing the adequacy and the effectiveness of the management information and risk management and internal control system.
Responsibilities of Chairman
The Chairman is elected by the Board members to provide leadership at Board level and represents the Board to the shareholders and other stakeholders. The Chairman will act independently in the best interest of the Group and is responsible for ensuring Board effectiveness and standard of conduct.
- The responsibilities of the Chairman, amongst others, are as follows:
to set the board agenda for the Board meetings.
- to facilitate the effective contribution of all Directors at Board meetings and ensure the appropriate level of interaction among Board members and senior management;
- to lead the Board and ensure a balance composition of skills, knowledge and experience within the Board members;
- to promote constructive and respectful relations between Directors and senior management; and
- to chair all general meetings with the shareholders and ensure effective communication with shareholders and relevant stakeholders.
The Board has identified the Chairman as the Senior Independent Non-Executive Director to whom concerns of shareholders and other stakeholders may be conveyed.
Responsibilities of Group Managing Director / Group Chief Executive
The Group Managing Director / Group Chief Executive together with Executive Directors have overall responsibilities on the management of the Group’s businesses, policies and day-to-day operations.
The Group Managing Director / Group Chief Executive provides executive leadership and is accountable to the Board for implementation of strategies, objectives and decision of the Board within the framework of delegated authorities, values and policies.
The responsibilities of the Group Managing Director / Group Chief Executive, amongst others, are as follows:
- to develop and recommend to the Board the Group’s vision and long-term strategies, annual business plans, budgets and actions plans that reflect current business environment and trends and implementation thereof;
- to supervise and ensure an effective management team and structure, management development program and succession plans contributing to the success of the Group;
- to assess all business opportunities which are potentially beneficial to the Group; and
- to serve as chief spokesperson for the Group.
Responsibilities of Board Committees
The Board has set up the following Board Committees with different functions delegated to assist the Board in carrying out its duties and responsibilities:
- Audit Committee; and
- Remuneration and Nomination Committee;
These Board Committees do not make decision 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 Terms of Reference of the Board Committees set out in Appendices I and II respectively are reviewed as and when required.
As a matter of principle, Board Committees have access to the appropriate external and professional advice needed to assist them in fulfilling their roles.
The Board shall conduct at least 4 scheduled meetings annually. Additional meetings will be held on an ad-hoc basis to deliberate on matters which required Board decision, approval, direction or attention.
A full agenda of meeting and all Board papers would be distributed at least five business days in advance to ensure all Directors are well informed and have the opportunity to seek additional information, and are able to obtain further clarification from the Company Secretary or the senior management, should such a need arise. The service of other senior management or external consultants will be arranged to brief and assist the Directors whenever necessary so as to enable the Directors to make independent and informed decisions.
During Board meetings, the Non-Executive Directors will be briefed on, amongst others, major operational, financial and corporate issues, activities and performance of projects, divisional performance, business outlook, major acquisition and disposal of assets including investments and changes in the requirements of regulatory bodies.
The Chairmen of Board Committees will inform the Directors at Board meetings, of any salient matters noted by Board committees and which require the Board’s notice, direction or decision.
The Directors are responsible for ensuring that financial statements are drawn up in accordance with the Companies Act 2016 and the applicable approved financial reporting standards, so as to give a true and fair view of the state of affairs of the Group and the Company.
In presenting the annual audited financial statements and quarterly announcements of unaudited consolidated financial results to shareholders, the Board uses appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates to present a true and fair, a balanced and understandable assessment of the Group’s financial position and prospects. The Board is assisted by the Audit Committee to oversee the Group’s financial reporting processes and the quality of its financial reporting.
The performance of the Directors is measured by the Directors’ contribution and commitment to both the Board and the Company.
The Remuneration Committee shall review the remuneration package periodically and make recommendation to the Board for approval.
The remuneration of Executive Directors and senior management are structured to ensure that the compensation and benefits commensurate with the level of the responsibilities, as well as taking into consideration the Company’s performance relative to the industry. Survey data on the remuneration practices of comparable companies are to be taken into consideration in determining the remuneration package.
The remuneration package of Non-Executive Directors are determined by the Board as a whole and are subject to shareholders’ approval.
The Board shall continue to evaluate and determine the training needs of its Directors on an ongoing basis.
In addition to the Mandatory Accreditation Program as required by Bursa Securities, the Board shall continue to update their knowledge and enhance their skills through appropriate education programmes. Continuous education is vital for the Board to gain insight into the state of the economy, changing commercial risks, technological advances in the Company’s core businesses, latest regulatory requirements and management strategies. This will enable Directors to equip themselves with the relevant knowledge to discharge their responsibilities and duties more effectively.
The appointment or removal of Company Secretary of the Board shall be the prerogative of the Board as a whole. The Secretary appointed should be suitably qualified and competent in order to support the Board in carrying out its roles and responsibilities. The Company Secretary shall ensure Board proceedings are followed in compliance with relevant laws, regulations and requirements.
The Company Secretary attends all meetings of the Board and records the proceedings thereat. All minutes of the Board are signed by the Chairman as a true and correct record and are then to be entered into the minutes book and will be made available for inspection by any Director.
Code of Ethics and Conduct
The Gagasan Nadi Cergas Code of Ethics and Conduct is to be observed by all Directors and employees of the Group, and the core areas of conduct under the Code include the following: –
- conflict of interest;
- confidential information;
- inside information and securities trading;
- protection of assets;
- business records and control;
- compliance to the law;
- personal gifting and contribution;
- health and safety;
- sexual harassment;
- outside interest;
- fair and courteous behaviour;
The Board will review the Code regularly to ensure that it continues to remain relevant and appropriate. The Code is made available for reference in the Company’s website at http://www.nadicergas.com/.
Corporate Disclosure Policies and Procedures
The Board has not formalize any corporate disclosure policy and procedure which would apply to the Company and the Group.
The disclosures made by the Company and the Group to Bursa Securities, shareholders, investors and media are handled by relevant personnel including Company Secretary and/or the designated staff in charge within the prescribed disclosure requirements under the Listing Requirements and guided by the Corporate Disclosure Guide issued by Bursa Securities.
Such disclosures would only be released to Bursa Securities, shareholders, investors and media after having reviewed and approved by senior management and/or Executive Directors and/or Group Managing Director/Group Chief Executive or the Board (where applicable).
Boardroom Diversity Policy
The Board recognizes the value of having women members of the Board and have established a gender policy of having at least one woman member on the board.
The Board has delegated the power to the Nomination Committee through its Terms of Reference to recommend to the Board the appropriate Board balance (including gender diversity) and size of non-executive participation.
The Nomination Committee abides by Paragraph 2.20A of the Listing Requirements when it assesses candidates for appointment as Directors to ensure such candidates have the character, experience, integrity, competence and time to effectively discharge his/her role as a Director.
The Board has formalised the Company’s strategies on promoting sustainability in the conduct of the Group’s businesses.
Sustainability efforts and initiatives are embedded in the day-to-day operational activities or are organized via special programs for specific sustainability cause. By achieving a satisfactory balance on bottom-line growth, welfare safeguard of people and community within a harmonious state of the environment, such efforts are intended to benefit the shareholders, investors, operating environment, society, employees, customers, business partners, contractors, suppliers and other stakeholders.
The Sustainability Policy, which is disclosed in the Annual Report, is made available
for reference in the Company’s website at http://www.nadicergas.com/.
RELATIONSHIP WITH SHAREHOLDERS AND INVESTORS
Dialogue with Shareholders and Investors
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 to ensuring the highest standards of transparency and accountability in the disclosure of pertinent information relating to the Group.
In this respect, the Company will, through its Corporate Communications and Investor Relations Departments and its active investor relations programme, engage with research analysts, fund managers, shareholders and media to convey the Group’s strategies, performance, products and major developments. The forms of engagements shall include briefing sessions and site visits as well as participation in non-deal investment road shows, one-on-one meetings and press conferences with the media. The Company’s top management which includes the Group Managing Director/ Group Chief Executive and/ or Executive Directors also takes an active role in engaging stakeholders through their participation in the investor relations programme.
Other effective channels of communication employed by the Group includes making timely and informative disclosures in the interim and full year financial results announcements, Annual Report and other announcements to Bursa Securities on relevant transactions undertaken by the Group. The Board believes that timely releases of financial information and updates on other developments are important to enable shareholders and the general public to receive information on the performance and prospects of the Group on a regular basis. Shareholders, investors and members of the public are able to access such announcements on Bursa Securities’ website at http://www.bursamalaysia.com.
Shareholders, investors and members of the public may also forward their queries to the Company by contacting its dedicated investor relations team at Tel: 603 7887 3388, Fax: 603 7887 3355, Email: [investors]@nadicergas.com or to the Chairman or Senior Independent Non-Executive Director at email: [board]@nadicergas.com.
Annual General Meeting (“AGM”) and Extraordinary General Meeting (“EGM”)
The AGM is the principal forum for dialogue with shareholders as it provides shareholders with an opportunity to seek clarification on the Group’s business strategy, performance and major developments. The shareholders may also seek clarification on the Group’s corporate proposals at the EGM concerned.
For the benefit of the shareholders who are present at the AGM and/or EGM, the Directors will present progress and financial performance of the Group, or proposals for which the approvals of shareholders are being sought and response to issues identified by the shareholders.
ACCESS TO INFORMATION AND INDEPENDENT ADVICE
All Directors have access to the advice and services of the Company Secretaries and senior management.
The Directors, whether as a full Board or in their individual capacity, have access to all information within the Group and may seek independent professional advice, where necessary, in the furtherance of their duties and they may do so at the Group’s cost through an agreed procedure determined by the Board.
REVIEW OF THE BOARD CHARTER
This Board Charter will be reviewed as and when required and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board’s responsibilities. The Board Charter is made available for reference in the Company’s website at http://www.nadicergas.com/.
CODE OF ETHICS AND CONDUCT
In line with good corporate governance practices, the Board, the Management and employees of Gagasan Nadi Cergas Berhad (“Nadi” or the “Company”) and its subsidiaries (collectively referred to as the “Group”) have made a commitment to create a corporate culture within the Group to operate the businesses of the Group in an ethical manner and to uphold the highest standards of professionalism and exemplary corporate conduct. This Code of Ethics and Conduct (the “Code”) sets out the principles and standards of business ethics and conduct of the Group.
The objective of the Code is to assist the Directors and Employees (as defined under Clause 3 of the Code) in defining ethical standards and conduct at work. The Code is not intended to be exhaustive, and there may be additional obligations that Directors and Employees are expected to behave or conduct when performing their duties.
For all intents and purposes, all Directors and Employees shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties.
The Code is applicable to all employees (including full time, probationary, contract and temporary staff) (“Employees”) and Directors of the Group.
Each Employee has a duty to read and understand the Code. Violation of any of the Code’s provisions can result in disciplinary action, including termination of employment.
If a Director requires further clarification on the Code, the Director may refer or highlight any concerns to the Chairman of the Board or the CEO & MD, whereas for an Employee, the Employee may refer or highlight any concerns to the immediate superior, Head of Department or the HR Department.
CORE AREAS OF ETHICS & CONDUCT
Conflicts of Interest
The Directors and Employees should avoid involving themselves in situations where there is real or apparent conflict of interest between them as individuals and the interest of the Group. Directors and Employees must not use their positions or knowledge gained directly or indirectly in the course of their duties or employment for private or personal advantage (directly or indirectly).
In addition, a Director or an Employee shall avoid any situation in which the Director or Employee has an interest in any entity or matter that may influence the Director or Employee’s judgment in the discharge of responsibilities.
It is pertinent that all Directors and Employees exercise caution and due care to safeguard any information of a confidential and sensitive nature relating to the Group which is acquired in the course of their employment, and are strictly prohibited to disclose to any person, unless the disclosure is duly authorized or legally mandated.
In the event that a Director or an Employee knows of material information affecting the Group which has not yet been publicly released, the material information must be held in the strictest confidence by the Director or Employee involved until it is publicly released.
Inside Information and Securities Trading
No Director or Employee shall use price sensitive non-public information, which can affect the prices of the securities of the Company and/or related listed companies when it becomes publicly known (“Inside Information”), for personal benefit.
Directors and Employees are prohibited to trade in securities or to provide information to others to trade in securities of the Company and/or related listed companies until the Inside Information is publicly released. Directors or Employees shall also not trade in securities in any other companies where they have Inside Information which they obtain in the performance of their duties.
Protection of Assets and Funds
Directors and Employees must protect the assets and funds of the Group to ensure availability for legitimate business purposes and that no property, information or position belonging to the Group or opportunity arising from these be used for personal gain.
Business Records and Control
Accurate, timely and reliable records are necessary to meet the Group’s legal and financial obligations and to manage the affairs of the Group. All books, records and accounts should conform to generally accepted and applicable accounting principles and to all applicable laws and regulations. The preparation and maintenance of accurate and adequate business records are the responsibility of each Employee. No unauthorized, false, improper or misleading records or entries shall be made in the books and records of the Group, under any circumstances.
Compliance to the Law
The Group will comply with all applicable laws, rules and regulations of the governments, commissions and exchanges in jurisdictions within which the Group operates. Directors and Employees are expected to understand and comply with the laws, rules and regulations that are applicable to their positions and/or work, including the Anti-Money Laundering and Anti-Terrorism Financing Act 2001, Malaysian Anti-Corruption Commission Act 2009, Personal Data Protection Act 2010 and Competition Act 2010. The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.
No personal gifts, favours, entertainment or services, in cash or kind, that will or will appear to influence objective and fair business decisions, will be accepted or provided.
The gifts, favours, entertainment or services that are deemed as not given to influence the Directors’ or Employees’ performance of duties include normal business courtesies (meals or entertainment), token gifts which are occasional, gifts during festive or special occasions and gifts from social functions attended by the Directors or Employees on behalf of the Group, are permissible.
Health and Safety
The Group will use its best endeavours to ensure a safe workplace and maintain proper occupational health and safety practices to commensurate with the nature of the Group’s businesses and activities. Such a commitment in return requires that all Directors and Employees understand and abide by the Group’s policies and procedures.
Sexual harassment by any Director or Employee is unacceptable. It is the Group’s policy to provide all Employees with a working environment free from any form of sexual harassment. Any questions concerning issues of such should be directed either to the Employees’ superior or the Human Resource Department. All such reports and/or complaints shall be treated with strictest confidence.
Directors and Employees shall not engage in an outside interest that will undermine the performance of the Directors and Employees or bring disrepute to the Group.
Fair and Courteous Behaviour
All Employees are to treat their fellow Employees fairly and courteously without regard to race, creed, religion, gender, nationality, age or disability, and shall not create any form of discrimination or prejudice in the workplace.
No Director or Employee is to be involved in or abet any activity that is deemed by the Group to be an act of misconduct (includes use and abuse of drugs).
REVIEW OF THE CODE
The Board will monitor compliance with the Code and review the Code regularly to ensure that it continues to remain relevant and appropriate.
WAIVER OF THE CODE
Waiver of the Code may be made by the Board or the appropriate Committee of the Board. Waiver of the Code may be granted on a case-by-case basis and only in extraordinary circumstances.