Oil Palm Plantation Investment Holdings
The Board Charter sets out of the role, composition and responsibilities of the Board of Directors ("the Board") of Far East Holdings Berhad ("the Company").
The Board consists of qualified individuals with diverse experiences, backgrounds and knowledge necessary to administer the Company. The composition and size of the Board is such that it facilitates the making of informed and critical decisions.
The number of directors shall be not less than two (2) but not more than fifteen (15) as set out in the Company's Article of Association.
In accordance with the Main Market Listing Requirements of Bursa Malaysia Berhad, the Company must ensure at any one time, at least two (2) or one third (1/3), whichever is higher, of the Board members are Independent Directors.
The tenure of an Independent Director should not exceed a cumulative terms of nine (9) years. Upon completion of the 9 years, an Independent Director may continue to serve the Board subject to the Director's re-designation as non-independent director. Otherwise the Board must justify and seek shareholders' approval at the Annual General Meeting in the event it retains the director as an Independent Director.
The Independent Directors provide independent judgment, experience and objectivity without being subordinated to operational considerations. They help to ensure that the interest of all shareholders is indeed taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.
The composition and size of the Board are reviewed from time to time to ensure its appropriateness.
The appointment of a new director is a matter for consideration and decision by the full Board upon appropriate recommendation from the Nomination Committee ("NC"). New directors are expected to have such expertise so as to quality them to make a positive contribution to the Board performance of its duties and to give sufficient time and attention to the affairs of the Company.
In accordance with the Malaysian Code on Corporate Governance 2012 ("2012 Code"), the Directors are required to notify the Chairman before accepting any new directorships and to indicate the time expected to be spent on the new appointment.
The Chairman shall also notify the Board if he or she has any new directorship or significant commitments outside the Company.
The 2012 Code has recommended for gender boardroom diversity. The Board through the NC will take note of this recommendation through the annual assessment of the Directors' performance.
The Articles of Association of the Company provide that every newly appointed Director be subjected to re-election at the immediate Annual General Meeting ("AGM"). Further, one-third (1/3) of their Directors for the time being, or if their number is not three (3) or a multiple of three (3), then the number nearest one-third (1/3) shall retire from office and an election of Directors shall take place provided always that all Directors shall retire from office once at least in each three (3) years.
The Board shall be responsible for recommending its members for election by the shareholders.
The Board evaluates the independence of the Directors annually by taking into consideration of their disclosed interest and having regard to the criteria for evaluating the independence of Directors under the Board's annual evaluation.
The Board assumes, amongst others, following duties and responsibilities:
The Board assumes, amongst others, following duties and responsibilities:
The Group Executive Chairman represents the Board to the shareholders. The Chairman is responsible for ensuring the integrity and effectiveness of the governance processes of the Board and will consult with the Board promptly over any matter that gives him or her cause for major concern.
The Group Executive Chairman will act as a facilitator at Board meeting and ensure no Board member, whether executive or non-executive, dominates the discussion, and that appropriate discussion takes place and that relevant opinion among Board members are forthcoming.
The key roles and accountabilities of the Group Executive Chairman include:
The key role of Executive Director amongst others, include;
The Board may from time to time establish Committees as is considered appropriate to assist in carrying out its duties and responsibilities. The Board delegates certain functions to the following Committees to assist in the execution of its responsibilities:
a. Audit Committee
b. Nomination Committee
c. Remuneration Committee
The Committees shall operate under clearly defined terms of reference. The Committees are authorized by the Board to deal with and to deliberate on matters delegated to them within their terms of reference.
The Chairman of the relevant Board Committees will report to the Board on the key issues deliberated by the Board Committees at the Board meetings.
The Board shall conduct at least four (4) scheduled meetings annually, with additional meetings to be convened as and when necessary.
All Board members will be provided with the performance reports and any other reports on a timely basis prior to the scheduled Board meetings. A full agenda of the meeting and all Board papers, including specific matters or complicated issues, would be distributed in advance at least seven (7) days to ensure Directors are well informed and have the opportunity to seek additional information, and are able to obtain further clarification from the Company Secretary, should such a need arise.
Where necessary, the services of other senior management or external consultants or advisers will be arranged to brief and help the Directors clear any doubt or concern.
In presenting the annual financial statements and quarterly announcements to the shareholders including other price sensitive public reports and reports submitted to regulators, the Board aims to present a balance and understandable assessment of the Group's position and prospects.
The Board ensures that the financial statement are prepared in accordance with the Companies Act, 1965 and applicable approved accounting reporting standards, so as to give a true and fair view of the state of affairs of the Group and Company. The quarterly report of the Company will be reviewed by the external auditors to ensure that the Company adhered at all times of best practices of financial management.
The board will determine the level of remuneration of Board Members, taking into consideration to recommendations of the Remuneration Committee.
Non-executive Board Members will be paid a basic fee as ordinary remuneration and they will also be paid a sum of their attendance at meetings. The fee to non-executive Board Members which is subject to the approval of the shareholders shall be fixed in sum and not by a commission or on percentage of profits or turnover.
In additional Mandatory Accreditation Programmed as required by Bursa Malaysia Securities Berhad, the Directors shall continue to update their knowledge and enhance their skills through appropriate continuing educations programed and life-long learning. This will enable directors to effectively discharge duties and sustain active participation in the Board deliberations.
The Board shall assess the training needs of the Directors from time to time.
The Board acknowledges the shareholders' need to be informed of all material business matters affecting the Group and as such adopts an open and transparent policy in respect of its relationship with its shareholders and investors.
The Board ensures the timely release of financial results on a quarterly basis to provide shareholders with an overview of the Group's performance and operations in addition to the various announcements made during the year.
The Company shall conduct dialogues with financial analysts from time to time as a means of effective communication that enables the Board and Management to convey information relating to the Company's performance, corporate strategy and other matters affecting shareholders' interest.
The Company's website provides easy access to corporate information pertaining to the Group and its activities and is continuously updated.
The Annual General Meeting ("AGM") is the principal forum for dialogue with shareholders and aims to ensure that the AGM provides an important opportunity for effective communication with, and constructive feedback from the Company's shareholders. The Chairman encourages shareholders to participate in the question and answer session at the AGM.
Subject to the requirements of any acts, rules or regulations that are in force from time to time and in addition to such mandatory requirements, Board Members are required to notify the Company Secretary changes in the followings:
In addition to the above, a Board member who has a material interest, either directly or indirectly, in matters considered by or likely to be considered by the Board should declare that relevant interest*. Such declaration should describe the interest clearly.
Relevant Interest in this context is as follows*:
i. Executive and non-executive directorship of, significant shareholdings in, or employment by, public or private companies likely or possibly seeking to do business with the Company and Group;
ii. Ownership or part-ownership of, or employment by, business or consultancies likely or possibly seeking to do business with the Company and Group.
Any Board member who has a clear and substantial interest in a matter under consideration by the Board should declare that interest any meeting where the matter is to be discussed. The Board member concerned should withdraw from the meeting during the relevant discussion or decision.
Board Members should notify the Chairman before accepting any new directorships in any public listed or private companies which include an indication of time that will be spend on the new appointment.
Board Members should not accept positions on Board committees or working groups where a conflict of interest is likely to arise, without first declaring that interest.