Corporate Governance

Board Charter

INTRODUCTION

 

MB World Group Berhad (“MBWG” or “the Company”) was incorporated on 7th June 1999. The Company was listed on the Bursa Malaysia Securities Berhad (“Bursa Malaysia”) on 30th March 2004. On 28th April 2017, the Company was reclassified as “Properties Sector” on the Main Market of the Bursa Malaysia.

MBWG’s Vision, Mission and Core Values are as follows :-

  

VISION

 

MBWG is dedicated to providing quality developments. We are greatly inspired to look beyond the horizon and constantly seek to venture into various fields to improve the quality of life for all.

 

MISSION

 

Guided by our strong core values, we constantly strive to implement the necessary initiatives to achieve our vision. We strive to deliver excellence in all aspects of our endeavours to meet and exceed expectations. 

 

CORE VALUES


Best Practice
We strive to innovate and deliver top quality solutions and services to exceed our clients' expectations, maintain balancing competencies to achieve optimal results.

Unity

We believe that success weighs on teamwork, hence our team is always ready to provide the highest level of service and support in times of need.

Integrity

We adhere to professional and ethical conducts to deliver the best quality for the best possible cost to our clients.

 

Learning
We encourage learning, development and growth through our clients' success and fulfilling the lifestyle needs of the growing community.

Diversity

We believe in treating people equally and respect differences hence we reward and provide opportunities based on results and competencies.
 

1. Purpose of this Board Charter 


1.1 This Charter sets out the functions, roles and responsibilities of the Board of Directors (‘Board’) of MBWG within the Governance Structure of MBWG and its subsidiaries (‘MBWG Group’) to ensure that the Board’s practices are consistent with and reflect the Board’s commitment to best practices as prescribed in Corporate Governance. 

1.2 The Board of MBWG has primary responsibilities for the governance and Management of the Company and Group including the financial and organizational wellbeing of the Company and Group.

1.3 The Charter ensures that the MBWG Group has appropriate corporate governance structures aimed at creating and protecting shareholders’ value and that all Board members are aware of their duties and responsibilities as Board members.

1.4 ​This Board Charter serves as a reference source and primary induction literature to assist existing members and new members of the Board in the performance of their duties as Directors. It also serves as a reference in the annual assessment of the Board’s performance, the performance of its committees, Chairman of Board Committees, Senior Independent Non Executive Director and of its Individual Directors.

1.5 This Charter was approved by the Board of MBWG on 23 February 2017 and is reviewed on an Annual Basis to ensure it remains consistent with the Board’s objectives and responsibilities and when the need arises.

1.6 The 2nd Edition of the Charter was reviewed and revised on 26 February 2019.

 

2. Composition, Roles and Functions of the Board

 

2.1 Composition

2.1.1 Size of the Board 

In accordance with Article 86, until otherwise recommended by the Board and confirmed by the Company in General Meeting, the number of Directors shall not be less than two (2), not more than nine (9), all of whom shall be natural persons.
 
In compliance with Paragraph 3.04 of Bursa Malaysia Main Market Listing Requirements (“MMLR”), MBWG will ensure that at least two (2) directors or one-third of the Board of Directors, whichever is higher, are Independent Directors. If the number of directors is not 3 or multiple of 3, then the number nearest one-third shall be used for purposes of determining the requisite number of Independent Directors.
 
2.1.2 The size and balance of the Board is determined by the Boardwith the assistance of a Nomination and Remuneration Committee (‘NRC’) during its review and evaluation carried out annually. The Board of MBWG is currently comprised of Seven Directors with an appropriate balance of:

  • Four Executive Directors; and

  • Three Independent Non-Executive Directors.

The Independent Non-Executive Directors are persons of calibre, credibility and have the necessary skills, competencies, commitment and experience to bring independent judgement to bear on issues of strategy, performance and resources including key appointments and standards of conduct.

2.2 New Appointment

2.2.1 New appointments to the Board are only made after consultation with the NRC. In line with the Recommendations of Malaysian Code of Malaysian Code on Corporate Governance 2017 (“MCCG”), it is the Board’s policy to keep the positions of Chairman and Chief Executive Officer distinct and held by separate individuals to ensure a balance of power and authority in the Board.

2.2.2 Separation of Position of Chairman and CEO

In line with Practice 1.3 of MCCG, it is the Board’s policy to keep the positions of Chairman and Chief Executive Officer distinct and held by separate individuals to ensure a balance of power and authority in the Board.

MBWG’s Board is led by an Independent Non-Executive Chairman and supported by Four (4) Executive Directors and two (2) Independent Non-Executive Directors.

The roles of the Chairman of the Board, Executive and Non- Executive Directors are clearly defined and set out in this Board Charter. The Chairman’s role includes leading the Board in the oversight of management and is not involved in the day to day management of the Group.

Under MBWG’s organization and management structure the roles and functions of a Chief Executive Officer is carried out and performed by the Executive Directors jointly and collectively.

Practice 4.1 of MCCG recommends that at least half the Board comprises independent directors.
 
The Board is of the opinion that the current size, scope and extent of business and its current dynamics does not require an overly large Board.

The Board is of the opinion that there is no issue with regards to the balance of power and authority on the Board as the roles of the Chairman and the Executive Directors are clearly set out and established while the decision making process of the Board is based on collective decisions without any individual exercising any considerable concentration of power or influence and well balanced by the presence of strong elements of independence in the Board.

All the Independent Directors are independent of Management and have no family or business relationships with the Executive Directors and major shareholders, which would interfere with the execution of their independent judgement.

The Executive Directors are overall responsible for implementing the strategies and decisions of the Board, overseeing the Group’s day-to-day operations and businesses, whilst the Independent Non-Executive Directors provide their independent view, unbiased judgment and knowledge to the management as well as safeguarding the interests of the shareholders. Non-Executive Directors do not participate in the day-to-day management of the Group.

2.2.3  Retirement, Re-Election and Re-Appointment

At each annual general meeting one-third of the Directors for the time being or if the number is not a multiple of three, the number nearest one-third with minimum of one, shall retire from office and an election of Directors shall take place provided always that each Director shall retire once in every three (3) years but shall be eligible for re-election. A Director retiring at a meeting shall retain office until the close of the meeting whether adjourned or not.
 
2.2.4  Disqualification or Vacation of Office

The office of a Director shall be vacated:-

(a) If he becomes bankrupt or suspends payment or compounds with his creditors;
(b) If he be found lunatic or become of unsound mind or a person or estate is liable to be dealt with in any way under the law relating to mental disorder;
(c) If he becomes prohibited by law from acting as a Director;
(d)  If he be convicted of any sizeable offence;
(e) If by notice in writing given to the Company he resigns his office;
(f) If he is removed by ordinary resolution of the Company subject to the provisions of these Articles; or
(h) If he absents from more than 50% of the total Board of Directors’ meetings held during a financial year.
 
2.3 Chairman

2.3.1 The Chairman of the Board is an Independent Non-Executive Director and his role and responsibilities is set out under Section 3 of this Charter.

2.4 Diversity
 
2.4.1  The Board views diversity in the boardroom as an essential factor in ensuring an effective and well functioning Board.

The NRC as part of its objectives, will review and oversee that the diversity needs of the Board is sought as part of the Board’s selection and recruitment exercise when considering the appointment of new directors taking into consideration the diversity of the Board in terms of gender, nationality, age, ethnicity, culture and socio-economic background of its directors.
 
The Board firmly believes that its composition :
- is currently comprised of Directors from a diverse background;
- age ranges from 24 years to 68 years ;
- two board members are of the female gender ; and
- drawn from different ethnic, cultural and socio-economic background and is sufficiently diverse to ensure that different view point are considered in the decision making process.
 
The Board has set a policy that at least one member of the Board will be of the female gender.

The Board’s revised Diversity Policy was adopted on 26 February 2019.

2.5 Management
 
2.5.1 The Management and day-to-day management responsibilities is delegated to the Executive Directors whose roles and responsibilities are set out under Section 4 of this Charter and assisted by Senior Management Executives.
 
2.6 Roles and Responsibilities
 
2.6.1 The powers and duties of the Directors are as set out in the Constitution of the Company and as prescribed under Sub-division 3 of Division 2 of the Companies Act, 2016 (“CA 2016”).
 
2.6.2 Pursuant to Section 211 of the CA 2016:
 
Section 211(1)
The business and affairs of a company shall be managed by, or under the direction of the Board.
 
Section 211(2)
The Board has all the powers necessary for managing and for directing and supervising the management of the business and affairs of the company subject to any modification, exception or limitation contained in this Act or in the constitution of the company.
 
2.6.3 Pursuant to Section 213 of the CA 2016:
 
Section 213(1)
A director of a company shall at all times exercise his powers in accordance with this Act, for a proper purpose and in good faith in the best interest of the company.
 
Section 213(2)
A director of a company shall exercise reasonable care, skill and diligence with - 
(a) the knowledge, skill and experience which may reasonably be expected of a director having the same responsibilities; and
(b)  any additional knowledge, skill and experience which the director in fact has.
 
Section 213(3)
A director who contravenes this section commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not exceeding three million ringgit or to both.
 
2.6.4 The Board assumes ultimate accountability and responsibility for the stewardship of MBWG including those expounded under Guidance 1.1 of the MCCG as follows:

  • Promote good corporate governance culture within the Group which reinforces ethical, prudent and professional behaviour;

  • Review Budget and monitor the implementation by Management;

  • ​Review and approve strategic initiatives including corporate business restructuring or streamlining and strategic alliances, to ensure that they support long-term value creation and take into account economic, environment and social considerations underpinning sustainability;

  • Oversee the conduct of the Group’s businesses to evaluate and assess management performance to determine whether the businesses are being properly managed;

  • Assess and identify the principal risks of the Group’s businesses in recognition that business decisions involve the taking of appropriate risks and ensure there is a sound framework for internal control and risk management;

  • Set the risk appetite within which the Board expects Management to operate, and ensure that there is an appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial risks;

  • Approve the nomination, selection, succession policies, remuneration packages for the Board members and Board Committee members;

  • Approve the appointment, resignation or removal of Company Secretaries;

  • Develop and implement ‘Stakeholder Communications Policy’ for the Group;

  • Review the adequacy and integrity of the Group’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines (including the securities laws, CA 2016 and MMLR);

  • Review and approve the Financial Statements encompassing annual audited accounts and quarterly reports and ensuring the integrity of the Company’s financial and non financial reporting.

  • Establish a corporate culture which engenders ethical conduct and behaviour.

  • Review and approve the appointment of external auditors and their related audit fees;

  • Carry out or perform such other functions necessary for the discharge of its fiduciary duties under the relevant laws, rules and regulations.

 
2.6.5 Matters reserved for the Board
 
The Board has specifically reserved the following matters for decision by the Board:

  •  Acquisitions of Business/Investments.

  • Divestments and Disposals of Business/Investments.

  • Overseas Equity Venture.

  • Corporate Finance and Proposals.

  • Terms of key/main agreements not within the ordinary course of business.

  • Acquisition and disposal of Properties (not in the ordinary course of business) and Motor Vehicles.

  • Acquisition and Disposal of Fixed assets, other than Properties and Motor Vehicles, for amounts RM500,000 and above.

  • Disposal and write offs of current assets, for amounts RM500,000 and above.

  • Material expenditure other than capital expenditure not within the ordinary course of business, for amounts RM500,000 and above.

  • Bank borrowings and finance arrangements.

  • Placements/withdrawal of bank fixed deposits.

  • All Related Party Transactions
     

3. Chairman of the Board

 
The Chairman is primarily responsible for :

  • The leadership of the board and facilitating the effective contribution of all directors at Board meetings, ensuring that no member dominates discussions and that appropriate discussions and opinions amongst members are forthcoming.

  • Representing the Board to shareholders and chairing General Meeting of shareholders.

  • The efficient organisation and conduct of the Board’s functioning, including establishing the agenda for Board meetings in consultation with the Executive Directors, chairing Board meetings and ensuring that the Board behaves in accordance with the Code of Ethics for Directors and Executives.

  • Ensuring the Board’s decisions have been implemented.

  • Ensuring that the directors receive accurate, timely and clear information in a form and of a quality appropriate to enable it to discharge their duties. All directors are entitled to request additional information where they consider such information necessary to make informed decisions.

  • Ensuring that new directors receive a full, formal and tailored induction on joining the Board. The letter of appointment should set out the director’s expected time commitment.

  • Ensuring that the directors continually update their skills, knowledge and familiarity with the Company required to fulfill their role both on the Board and on Board Committees.

  • The promotion of constructive and respectful relations between directors, and between the board and management including promoting a culture of openness and debate without any one director dominating the discussion.

  • Overseeing that adequate time is available for through deliberation of key matters and that decisions are taken on a sound and well informed basis, including the consideration of all strategic and critical issues.

  • Ensuring that the views of shareholders are communicated to the Board as a whole, and that governance and strategy issues are discussed with major shareholders.

  • Providing guidance and mentoring to the Executive Directors as well as maintaining regular dialogue with the Executive Directors and senior management to ensure he is kept informed of all major issues and matters affecting the Group.

  • Providing a proposal to the Nomination and Remuneration Committee on remuneration of the Executive Directors.

  • Developing a Performance Evaluation for Executive Directors and review his or her performance against this Evaluation.

  • Reviewing matters of concern to the Group together with the Executive Directors.

 

4. Executive Directors

 

4.1  The Executive Directors are appointed by the Board of Directors and are subject to the control of the Board. The Executive Directors are responsible for the day to day management of the MBWG Group with all powers, discretions and delegations authorised from time to time by the Board.
 
The Executive Directors of the Company carries out their functions collectively as a Committee with each Executive placed in charge of an area of specific responsibility within the Group which is mainly segregated as follows:

  •  Corporate Finance & Administration.

  • Business Development, Planning, Sales & Marketing.

  • Property Development, Projects Management & Construction.

 
4.2  The Executive Directors primary responsibilities include :

  • Overall responsibility over the business units and day to day management of the Group, organisational effectiveness and implementation of Board policies, strategies and decisions.

  • The development (in conjunction with the Board) and implementation of short, medium and long-term corporate strategies for the Group, preparing business plans and reports with senior management and reporting/presenting to the Board on current and future initiatives.

  • Providing leadership, supervision and control in managing a team of executives responsible for all functions contributing to the success of the Group.

  • Ensuring that the Group has the appropriate risk management practices and policies in place.

  • The assessment of business opportunities which are of potential benefits to the Group.

  • Bringing material and other relevant matters to the attention of the Board in an accurate and timely manner.

  • Overseeing shareholders’ communications.

  • Appointing and, where appropriate, removing senior executives, including the Chief Financial Officer and the Company Secretary, with the approval of the Board.

  • Evaluating the performance of senior executives.

  • Ensures that the objectives and standards of performance are understood by the Management and employees.

  • Ensures that the operational planning and control systems are in place.

  • Monitoring performance results against plan.

    • Taking remedial actions, where necessary.

    • Ensures that the Group’s Financial Reports are drawn up in accordance with the relevant accounting standards and complies with all requirements of Bursa Malaysia Main Market Listing Requirements.

    • Directing and monitoring all aspects of the business operations in a cost effective manner.

    • Effectively oversees the human resources of the Group to ensure that key positions in the Group’s management structures, including succession planning and talent retention are adequately addressed.

    • Ensures the Group’s corporate identity, products and services are of acceptable high standards and reflective of the market environment in which the Group operates in.

    • Assists the Chairman in ensuring that accurate quality and timely information flows to the Board for establishing the agenda for Board and Committee meetings.

 
In discharging their responsibilities, the Executive Directors can delegate and assign appropriate functions and responsibilities to the senior management personnel while retaining overall control and responsibility.
 

5. Executive Director (Finance) (Chief Finance Officer Designate)

 
The Chief Financial Officer designate is appointed by the Executive Directors in consultation with the Board of Directors and is responsible for :

  • Financial and human resources management of the Group including the establishment, maintenance and review of financial and administrative internal controls.

  • Ensures that the human resource and administrative policies and practices adopted by the Group are in compliance with all statutory regulations and requirements.

  • Budget preparation, review and management of the Group.

  • Preparation and review of financial information including annual financial statements to facilitate the discharge of the Group’s statutory reporting obligations.

  • Ensures that the Group’s Financial Reports are drawn up in accordance with the relevant accounting standards and complies with all requirements of Bursa Malaysia MMLR.

  • Provision of advices on the effectiveness of accounting and financial information management systems and financial controls in meeting the Group’s requirements.

  • Provision of advices concerning the financial implications of and financial risks to the Group’s current and projected services.

  • Development of strategic options for the Group’s future financial management and capability.
     

6. Individual Board Members

 
6.1  The roles and responsibilities of Individual Board Members include:

  • Strictly observe the provisions, regulations, guidelines and other relevant requirements under the Company’s Constitution, the CA 2016, the MMLR, the Securities Commission and Capital Market Securities Act, 2007 and such other applicable statutes, and to maintain strict confidentiality on the use of the Company’s information.

  • Responsibility to notify and clear with the Board before accepting any other directorships in listed Company/subsidiaries of listed issuers.

  • Attendance of Continuing Education Programme which are relevant to the Company’s operations and business.

  • Review, adoption and monitoring of strategic plans/directions for the Company.

  • Review and adoption of Corporate objectives of Company which includes performance appraisals, long-term and medium term goals attainment.

  • Oversee the resources and operational conduct of the Company’s businesses and to determine whether the businesses are being properly managed.

    • Identify principal risks of the Company and to ensure the implementation of appropriate internal controls and mitigation measures.

    • Succession planning for Senior Management, including the implementation of appropriate systems for recruiting, training, determining the appropriate compensation benefits and where necessary replacing any member of the Senior Management.

    • Oversee the development and implementation of a shareholders’ communication policy or investors’ relations programme for the Company, to enable effective communication with its shareholders and stakeholders.

    • Review the adequacy and integrity of the Group’s internal control systems and information management systems which includes appropriately sound framework/systems of reporting and to ensure regulatory compliance with applicable laws, regulations, rules, directives and guidelines.
       

7. Senior Independent Non-Executive Director (‘SINED’)

 
The Board will identify an Independent Non-Executive Director to be the SINED and the SINED is expected to carry out the following roles and responsibilities:

  •  Lead the non-executive directors.

  • Act as a point of contact for shareholders and other stakeholders to address concerns which have failed to be resolved or would not be appropriate through normal channels of the Chairman or Executive Directors.

  • Meet or speak to the Chairman regularly or act as a sounding board for the Chairman (e.g. offer counsel to the chairman on matters such as board dynamics and concerns of stakeholders).

  • Serve as an intermediary for other directors when necessary (e.g. facilitate confidential discussions with directors who may have concerns which they believe have not been properly considered by the board or which they feel may not be appropriate to raise in open forum or with the chairman directly).

  • Provide leadership support and advice to the board in the event that the board is undergoing a period of stress (e.g. conflict between the chairman and Executive Directors or the strategy being followed by the chairman and/or Executive Directors is not supported by the board)
     

​8. Company Secretary

 
The Board is currently supported by two External Company Secretaries, both qualified to act as Company Secretary under Section 235 of the CA 2016. One is a Fellow Member while the other is an Associate Member of the Malaysian Institute of Chartered Secretaries & Administrators.
 
The Company Secretaries provide the required support to the Board in carrying out its duties and stewardship role, providing the necessary advisory role with regards to the Company’s Constitution, Board’s policies and procedures as well as compliance with all regulatory requirements, codes, guidance and legislation.
 
The Company Secretaries assist the Board to:

  • Comply with the statutory requirements of the CA 2016, the MMLR of Bursa Malaysia, the Capital Market Services Act 2007, and such other relevant legislation within their agreed scope of responsibilities.

  • Prepare for meetings of the Board, shareholders and other stakeholders and advise on matters relating to company secretarial matters relating thereto as and when required.

  • Updating and maintaining all statutory registers and books and maintaining record keeping of all important company documents such as the certificate of incorporation, share certificates, meeting minutes, constitutions, etc.

All directors have access to the advices and services of the Company Secretary.
  

9. Board Committees

 
The Board delegates certain responsibilities to the various Board Committees with clearly defined terms of reference to assist the Board in discharging its responsibilities.

9.1 Audit and Risk Management Committee (“ARMC”)
The ARMC was established to provide assistance to the Board in relation to fulfillment of the Board’s statutory as well as fiduciary responsibilities and ensure that the internal and external audit of the MBWG Group are being carried out adequately and effectively. The functions and responsibilities of the ARMC are set out in its Terms of Reference.

9.2 Nomination and Remuneration Committee (“NRC”)
The NRC was established to provide assistance to the Board in relation to fulfillment of the Board’s statutory and fiduciary responsibilities in respect of its nomination and remuneration responsibilities. The functions and responsibilities of the NRC are set out in its Terms of Reference.

9.3 Risk Sustainability Management Committee (“RSMC”) ​
The RSMC was established as a sub-committee under the purview of ARMC to oversee and implement the sustainability and risk management strategy and activities of MBWG. The RSMC has the mandate to ensure the effective implementation of the Group’s sustainability and risk management framework.

The RSMC is tasked with the following duties :-
(a) To implement the sustainability framework and strategy approved by the Board;
(b) To lead and implement the process of sustainability management and to monitor and devise appropriate action plan;
(c) To conduct periodic review of all sustainability matters of the Group (at least on an annual basis) and to report the review results and recommendations to the ARMC;
(d) To manage stakeholder engagement;
(e) To implement the material sustainability matters’ indicator and the target and monitoring thereof and the preparation of sustainability disclosures and to ensure that the relevant sustainability trainings are provided.

The RSMC is chaired by the Executive Director with the Head of Finance as Key Sustainability & Risk Officer and Managers and Heads of Department as members of RSMC.
 

10. Independence of Directors

 
10.1 Definition under Listing Requirement

The definition of an Independent Director is as set out in Paragraph 1.01 of Chapter 1 of the MMLR and further clarified and discussed under Practice Note 13 issued by Bursa Malaysia.
 
MBWG’s Board does not believe that it is practically possible to list down all the criteria which are appropriate to characterise in all circumstances, the independence of a Director. It is the approach of the Board when considering a Director’s Independence to critically assess their independence taking into consideration all relevant factors, including the abovesaid definition and explanations under this Section and that such assessment must be applied with common sense and the Directors themselves are best able to determine if they have an interest or relationship which is likely to impact on their independence.
Each Director is expected to advise the Chairman immediately if he/she believes they may no longer be independent. Should the Chairman or any other Director have any concern about the Independence of a Director, he/she must immediately raise the issue with that Director during a Board Meeting.
 
Where the independent status of a Director is lost, this is to be disclosed immediately by way of an announcement to Bursa Malaysia.
 

11. Access to Information, Independent Advice and Continuing Development

 
11.1 The Board and Committees have access to all information pertaining to the Company.
All Board members have direct access to the advices and services of the Company Secretary.
 
Board and Committee papers providing accurate and complete information, review and analysis of matters and issues to be considered and deliberated are furnished to all Board/Committee members at the earliest practicable time prior to meetings.
 
The Executive Directors, senior management personnel and appropriate external advisers/consultants are available to brief, report and advise in meetings of the Board and Board Committees.
 
11.2 Board members are entitled to request and receive any such additional information as they consider necessary to support informed decision making. Any Board member has the authority to seek any information he/she requires from any employee of the MBWG Group and all employees must comply with such requests.
 
Any significant issues raised by a Director are to be communicated to the Chairman or Senior Independent Director.
 
11.3 Any Board member may take such independent legal, financial or other advice as they may consider necessary, at MBWG’s cost and expense.
 
Any Director seeking such independent advice must first discuss the request with the Chairman, who must then agree and approve of this course of action and will facilitate obtaining such advice and, where appropriate, disseminate the advice to all Directors.
 
11.4 The Board has the authority to conduct or direct any investigation required to fulfill its responsibilities and has the authority to retain at the Company’s expense, such legal, accounting or other services, consultants, advisers or experts as it considers necessary from time to time in the performance of its duties.
 
11.5 The Board has adopted a Continuing Education Policy to ensure that Board members maintain and update their skills and knowledge necessary to meet their obligations as Directors.
 
The Continuing Education Policy is set out as a Separate Document and is accessible on the Company’s website : www.mbworld.com.my
 

12. Procedures for Appointment of Directors

 
12.1 The Board’s procedures for appointments to the Board are viewed as a vital component of the governance process in determining the composition, size, balance competencies and ultimately the quality of the Board.
 
MBWG has a formal and transparent procedure established for the appointment of new Directors to the Board.
 
The NRC is responsible for reviewing, proposing and recommending potential new Directors taking into consideration the current and future needs of the Company.
 

13. Quorum at Board Meetings

 
13.1 In accordance with Article 117 (New Constitution : Article 139), the quorum necessary for the transaction of the business of the Directors shall be two (2) Directors for the time being of the Company.
 

14. Induction

 
14.1 The objective of the induction process is to provide Directors with a rapid and clear insight into the Group as well as keeping them abreast with development in the market place pertaining to the oversight function of Directors. This will enable the Directors to discharge their duties and responsibilities effectively.
 
14.2 Induction of Directors may include, but not limited to, the following:

  • Furnishing of a copy of the previous board minutes for at least the past six (6) months; the business/strategic plan, pertinent Management reports; profile of key competitors and significant reports by management consultants on areas of board responsibilities;

  • Visits to key sites; and

  • A formal one (1) to two (2) day induction programme, including the elements above, and also presentations from various divisions on their strengths, weaknesses and ambitions.
     

15. Evaluation of Board Performance

 
15.1   Evaluation of the Board Performance
The Board through the NRC evaluates the performance of the Board as a whole, the Board Committees, the Individual Directors and the Independence of the Independent Directors on an annual basis.
 
The evaluation criteria and process is in accordance with the procedure that has been established, endorsed and approved by the Board following the recommendation made by the NRC.
 
The Board evaluation process is carried out by way of peer assessment, in the form of evaluation questionnaires completed, reviewed and deliberated by the NRC before its findings and recommendations tabled to the Board.
 
The Evaluation process in respect of the Independence of the Independent Directors is carried out by way of peer assessment in the form of evaluation questionnaires and supported by an annual declaration by the respective Independent Director on his/her independence.
 
The Board’s evaluation process also includes the evaluation of the performance of the Chairman of the Board, the Chairman of the ARMC, NRC and the Senior Independent Non-Executive Director.
 
The completed evaluation questionnaires are then reviewed and deliberated by the NRC before its findings and recommendations tabled to the Board for decision.
 
The evaluation criteria and process shall be reviewed at least once every three (3) years or as and when there are new regulatory provisions in place to ensure those criteria remain relevant and appropriate.
 

16. Corporate Disclosure Policy


The Board has adopted a Corporate Disclosure Policy which takes into consideration the Guidance set out under Bursa Malaysia Securities Berhad’s Corporate Disclosure Guide issued in September 2011.
 
The Corporate Disclosure Policy aims to strengthen the Board’s commitments to good corporate governance and ensure that all stakeholders are provided with comprehensive, accurate and quality information on a timely and even basis.
 
The Corporate Disclosure Policy is set out as a Separate Document and is accessible on the Company’s website : www.mbworld.com.my
 

17. Stakeholders Communication Policy

The Board has adopted a Stakeholders Communication Policy in respect of communicating with its shareholders.
The Stakeholders Communication Policy is set out as a Separate Document and is accessible on the Company’s website : www.mbworld.com.my
 

18. Code of Conduct and Business Ethics Policy & Whistle Blowing Policy

 
The Board has adopted a Code of Conduct and Business Ethics Policy & Whistle Blowing Policy to enhance the standards of Corporate Governance and Behaviour as a guide for the Directors and employees from the Executive level upwards.
 
The Code of Conduct and Business Ethics Policy & Whistle Blowing Policy are set out as a Separate Document and is accessible on the Company’s website: www.mbworld.com.my.
 

19. Review

 
19.1 The Board will review this Charter as and when the need arises to keep it current and relevant at all times.
 
19.2 This Board Charter was last reviewed and revised on 
26 February 2019.
 

20. Publication/ Availability.

 
A copy of this Charter is available from the Company’s website: www.mbworld.com.my