1.    Introduction

The Directors of Gopeng Berhad (Company) regard Corporate Governance is very important to the success of the Company’s business and are committed to applying the principles necessary to ensure the following principles of good governance is practised in all its business dealings in respect of its shareholders and the relevant stakeholders:

1. The Board is the focal point of the Company’s Corporate Governance system. It is ultimately responsible and accountable for the performance and affairs of the Company.
2. All Board members are expected to act in a professional manner, thereby upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.
3. All Board members are responsible to the Company for achieving high level of good governance.
4. This Board Charter shall constitute and form an integral part of each Director’s duties and responsibilities.

2.    Objectives

The objectives of this Board Charter are to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good Corporate Governance are applied in all their dealings in respect  of and on behalf of the Company.

3.    The Board

3.1    Role

3.1.1 The Board is charged with leading and managing the Company in an effective and responsible manner. Each Director has a legal duty to act in the best interest of the Company.  The Directors are collectively and individually aware of their responsibilities to shareholders and stakeholders for the manner in which the affairs of the Company are managed.   The Board sets the Company’s values and standards and ensures that its obligations are understood and met.

3.1.2    The Board understands that the responsibility for good Corporate Governance rests with the members of the Board and therefore strives to follow the principles and practices stated in the MCCG. The Board includes a narrative statement in the Company’s Annual Report on the comprehension, application and reporting of the principles and practices in Corporate Governance pursuant to Paragraph 15.25 of the Listing Requirements.

3.1.3    The Company complies with the various guidelines issued by Bursa Malaysia and the Securities Commission relating to disclosure and internal audit functions.

3.1.4    The Board meets in person at least once every quarter to facilitate the discharge of their responsibilities . Members of the management may be invited to attend and speak  during these meetings on matters relating to their areas of responsibilities.

3.1.5    Duties of the Board include establishing the corporate vision and mission as well as the philosophy of the Company, setting the aims of Management and monitoring its performance.

3.1.6    The Board assumes the following specific duties :

a)    establishing and reviewing the strategic direction of the Company;
b)    overseeing and evaluating the conduct of the Company’s business;
c)    identifying principal risks and ensure that the risks are properly managed;
d)    establishing a succession plan;
e)    developing and implementing an investors relations programme or shareholder communication policy; and
f)    reviewing the adequacy of the internal control policy.

3.1.7    The Board has established written procedures determining  which issues require a decision of the full Board and which issues can be delegated to Board Committees or Management.

3.1.8    The Board reserves full decision making on the following matters :

a)    conflict of interest issues relating to a substantial shareholder or a Director;
b)    material acquisitions and disposition of assets not in the ordinary course of business;
c)    investments in capital projects;
d)    authority levels;
e)    treasury policies;
f)    risk management policies; and
g)    key human resource issues.

3.1.9    The Board has established a procedure whereby the Directors, collectively or individually, may seek independent professional advice in furtherance of their duties at the Company’s expense

3.2  Composition and Board Balance

3.2.1 The Board consists of qualified individuals with diverse experiences, backgrounds and perspectives.  The composition and size of the Board is such that it facilitates the making of informed decisions.

3.2.2 At any one time at least 2 Directors or 1/3 of the Board of Directors, whichever is higher, are independent Directors.

3.2.3  Profiles of Board members are included in the Annual Report of the Company.

3.2.4 The Chief Executive officer and the Executive Director(s) are the ‘Executive”  Directors on the Board. However, the views of Management are represented at Board meetings by the presence of senior executives when required.

3.2.5 The Independent Directors provide independent judgement, experience and objectivity without being subordinated to operational considerations.

3.2.6  The Independent Directors help to ensure that the interests of all shareholders, and not the interests of a particular group or fraction are taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.

3.2.7 The views of the Independent Directors should carry significant weight in the Board’s decision making process.

3.2.8 The Board may appoint a Senior Independent  Director to whom shareholders’ concern can be conveyed if  there are reasons that contact through the normal channels of the Chairman or the CEO have failed to resolved them.

3.2.9 If, on any matter discussed at a Board meeting, any Director holds views contrary to those of any of the other Directors, the Board minutes will clearly reflect this.

3.3    Appointments

3.3.1 The appointment of a new Director is a matter for consideration and decision by the full Board upon appropriate recommendation from the Nomination Committee

3.3.2 New Directors are expected to have such expertise so as to qualify 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.

3.3.3 The Company Secretary has the responsibility of ensuring that the relevant procedures relating to the appointments of new Directors are properly executed.

3.3.4 Upon the appointment of a new Director, the Company Secretary advises the Director of his/her principal duties and responsibilities and explains the restrictions to which he or she is subject to in relation to price-sensitive information and dealings in the Company’s securities/ Thereafter, all Directors are provided with appropriate briefings on the Company’s affairs and up-to-date Corporate Governance materials published by the relevant bodies.

3.3.5 The Company has adopted an induction programme for newly appointed Directors. The induction programme aims at communicating to the newly appointed Directors, the Company’s vision and mission, its philosophy and nature of business, current issues within the Company, the corporate strategy and expectations of the Company concerning input from Directors.

3.3.6 The Company has adopted education/training programmes to update the Board in relation to new developments pertaining to the laws and regulations and changing commercial risks which may affect the Board and/or the Company.

3.3.7 In addition to the Mandatory Accredited Programme (MAP) as required by Bursa Malaysia, Board members are also encouraged to attend training programmes conducted by highly competent professionals and which are relevant to the Company’s operations and business. The Board will assess the training needs of the Directors and disclose in the Annual Report the trainings attended by the Directors.

3.3.8 The directorships held by any Board members at any one time shall not exceed 5 (5) in listed companies..

3.3.9 Executive Directors should not take on more than one (1) non-executive directorship, nor become Chairman of a major company, and no individual should chair the Board of more than one (1) major company.

 

 

3.4    Re-election

3.4.1  All Directors are subject to retirement by rotation.

          3.5 Supply of Information

3.5.1 The Company aims to provide all Directors with timely information and quality information and in a form and manner appropriate for them to discharge their duties effectively.

3.5.2 Management is responsible for providing the Board with the required information in an appropriate and timely manner.

3.5.3 A full agenda and comprehensive Board papers are circulated to all Directors well in advance of each Board meeting.

3.5.4 Amongst others, the Board papers include the following :

a)    Quarterly financial report and report on the Company’s cash and borrowing positions;
b)    Minutes of meetings of all Committees of the Board;
c)    A current review of the operations of  the Company;
d)    Reports on Related Party Transactions and Recurrent Related Party Transactions;
e)    Directors’ share-dealings, including public shareholding spread; and
f)    Annual Management Plans.

3.5.5  Minutes of each Board meeting are kept by the Company Secretary and are available for inspection by any Directors during office hours.

 

The Company aims to ensure a balance of power and authority between the Chairman and  the CEO with a clear division of responsibility between the running of the Board and the Company’s business respectively.

4.1. Chairman

4.1.1 The Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role. The Chairman is responsible for :

a)    leading the Board in setting the values and standards of the Company;
b)    maintaining a relationship of trust with and between the Executive and Non-Executive Directors;
c)    ensuring the provision of accurate, timely and clear information to Directors;
d)    ensuring effective communication with shareholders and relevant stakeholders;
e)    arranging regular evaluation of the performance of the Board, its Committees and individual Directors; and
f)    facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations be maintained between Executive and Non-Executive Directors.

4.1.2  The Chairman in consultation with the Company Secretary, sets the agenda for the Board meetings and ensures all relevant issues are on the agenda.

4.1.3  The Chairman is responsible for managing the business of the Board to ensure that :

a) all Directors are properly briefed on issues arising at Board meetings;
b) sufficient time is allowed for the discussion of complex or contentious issues and,   where appropriate, arranging for informal meetings beforehand to enable thorough preparation for the Board discussion; and
c) the issues discussed are forward looking and concentrates on strategy.

4.1.4 The Chairman ensures that every Board resolution is put to vote to ensure the will of the majority prevails.

4.1.5 The Chairman ensures that Executive Directors look beyond their executive functions   and accept full share of responsibilities on governance.

4.1.5 The Chairman will have no casting vote if two (2) Directors form a quorum, or if there are only two (2) Directors competent to vote on the question at issue.

 

 

4.2 Chief Executive Officer (CEO)

4.2.1 The CEO is the conduit between the Board and Management in ensuring the success of the Company’s governance and management functions.

4.2.2 The CEO has the executive responsibility  for the day to day operation of the Company’s business

4.2.3 The CEO implements the policies, strategies and decisions adopted by the Board.

4.2.4 All Board authorities conferred on Management is delegated through the CEO and this will be considered  CEO’s authority and accountability as far as the Board is concerned.

 

The Board appoints the following Board Committees with specific terms of reference :

•    Audit Committee
•    Nomination Committee

•    Remuneration

Independent and Non-Executive Directors play a leading role in these Committees. Management and third parties are co-opted to the Committees as and when required.  Details of membership and a summary of the terms of reference of each Committee appointed by the Board are published in the Annual Report and in the Company’s website.

 

5.1 Audit Committee

5.1.1 The Audit Committee comprise at least three (3) members, a majority of whom  are   Independent Directors.

5.1.2 No alternate Director can be appointed as a member of the Audit Committee.

5.1.3 The Audit Committee will elect an Independent Director from amongst them as its Chairman.

5.1.4 The functions of the Audit Committee are to review the following and report the same to the Board :

a)    with the external auditors, the audit plan;
b)    with the external auditors, their evaluation of the system of internal controls;
c)    with the external auditors, their audit report;
d)    the assistance given by the employees of the Company to the external auditors;
e)    the adequacy of the scope, functions and resources of the internal audit functions and that it has the necessary authority to carry out its work;
f)    the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit functions;
g)    the quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing on :
h)    any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of action that raises questions of management integrity;
i)    any letter of resignation from the Company’s external auditors; and
j)    whether there is reason (supported by grounds) to believe that the Company’s external auditors are not suitable for re-appointment.   

5.1.5 The Audit Committee meets on a quarterly basis to carry out its functions. The Audit Committee is also responsible for recommending the person or persons to be nominated to act as the external auditors and the remuneration and terms of engagement of the external auditors.

5.1.6 The CEO, General Manager, Head of Internal Audit and the Financial Controller may attend the meetings only at the invitation of the Audit Committee

5.1.7 The Board will review the performance of the Audit Committee once in every three (3) years.  

 

5.2 Nomination Committee

5.2.1 The Nomination Committee comprises Non-Executive Directors and a majority of the Committee members  are appointed from the Independent Directors.

5.2.2 The Nomination Committee will elect an Independent Director from amongst them as its Chairman.

5.2.3 The Nomination Committee’s primary responsibilities include :

a)    leading the process for Board appointments and making recommendations to the Board;
b)    assessing Directors on an on-going process; and
c)    annually reviewing the required skills and core competencies of Non-Executive Directors, including familiarization with the Company’s operations.

5.2.4  Duties
The Nomination Committee will :

a)    be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;
b)    evaluate the balance of skills, knowledge and experience on the Board;
c)    review the time required from a Non-Executive Director. The performance evaluation should be used to assess whether the Non-Executive Director is spending enough time to fulfil their duties;
d)    consider candidates from a wide range of backgrounds and look beyond the ‘usual suspects.’;
e)    give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Company and what skills and expertise are needed on the Board in future;
f)    regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations with regard to any changes;
g)    keep under review the leadership needs of the organisation, both executive and non-executive,  with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
h)    make a statement in the annual report about its activities; the process used for appointments and explain if external advice or open advertising has not been used; the membership of the Committee, number of Committee meetings and attendance of members over the course of year; and

i)    ensure that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings.

 

 

5.3 Remuneration Committee

5.3.1 The Remuneration Committee comprises Non-Executive Directors and a majority of the Committee members are appointed from amongst the Independent Non-executive Directors.

5.3.2 The Remuneration Committee will elect an Independent Non-Executive Director from amongst them as its Chairman.

5.3.3 The Remuneration Committee’s primary responsibilities includes establishing, reviewing and recommending to the Board the remuneration packages of each Executive Director, the Executive Chairman and the Company Secretary.

5.3.4 The Remuneration Committee is also recommending the remuneration for the senior management and that the remuneration should reflect the responsibility and commitment that goes with it.

 

 

6.1   The Company aims to set remuneration at levels which are sufficient to attract and retain the Directors needed to run the Company successfully, taking into consideration all relevant factors including the function, workload and responsibilities involved, but without paying more than is necessary to achieve the goal.

6.2 The level of remuneration for the CEO and Executive Directors is determined by the Remuneration Committee after giving due consideration to the compensation levels for comparable positions among other similar Malaysian public companies.

6.3 No Director other than the CEO and Executive Directors shall have a service contract with the Company.

6..4 There is adequate disclosure in the Annual Report with a note on the remuneration of Directors.

7. Financial Reporting

7.1  Transparency

7.1.1 The Company aims to present a clear and balanced assessment of the Company’s financial position and future prospects that extends to the interim and price sensitive information and other relevant reports submitted to regulators.

7.1.2 The Directors ensure that the financial statements are prepared so as to give a true and fair view of the current financial status of the Company in accordance with the approved accounting standards.

7.1.3 The Company’s practice is to announce to Bursa Malaysia its quarterly financial results as early as possible within two (2) months after the end of each quarterly financial period.

7.1.4 The Auditors Report shall contain a statement from the Auditors explaining their responsibility in forming an independent opinion, based on their audit, of the financial statements.

 

7.2  Company Auditors

7.2.1 The Board has established formal and transparent arrangements for considering how financial reporting and internal control principles will be applied and for maintaining an appropriate relationship with the Company Auditors through its
Audit Committee.

7.2.2  The Audit Committee also keeps under review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the Company Auditors. The Company ensures that the Company Auditors do not supply a substantial volume of non-audit services to the Company.

7.2.3  Appointment of the Company Auditors is subject to approval of shareholders at General Meetings. The Company Auditors have to retire during the AGM every year and be re-appointed by shareholders for the ensuing year.
 

 

7.3 Internal Control and Risk Management

7.3.1 The Company has a well-resourced internal audit function, which critically reviews all aspects of the Company’s activities and its internal controls. Comprehensive audits of the practices, procedures, expenditure and internal controls of all business and support units are undertaken on a regular basis. The Head of Internal audit had direct access to the Board through the Chairman of the Audit Committee.

7.3.2 The Board ensures the system of internal controls is reviewed on a regular basis.

8.  General Meetings

8.1 Annual General Meetings

8.1.1 The Company regards the AGM as an important event in the corporate calendar of which all Directors and key senior executives should attend.
                 
8.1.2 The Company regards the AGM as 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.

8.1.3 The Chairman encourages active participation by shareholders at the AGM

8.1.4 The Chairman and, where appropriate the CEO responds to shareholders’ queries during the meeting. Where, necessary, the Chairman will undertake to provide a written answer to any significant question that cannot be answered at the meeting
   
8.2  Extraordinary General Meeting (EGM)

8.2.1 The Directors will consider requisitions by shareholders to convene an EGM or any other urgent matters requiring immediate attention of the Company.

9.  Investor Relationship and Shareholder Communication

9.1  The Board acknowledges the need for shareholders to be informed of all material business matters affecting the company and as such adopts an open and transparent policy in respect of its relationship with its shareholders and investors.

9.2   The Board ensures the timely release of financial results on a quarterly basis to provide shareholders with a overview of the Company’s performance and operations in addition to the various announcements made during the year.

9.3  The Company’s website provides easy access to corporate information pertaining to the Company and its activities and is continuously updated.

 

In the course of pursuing the vision and mission of  the Company, the Board recognises that no Company can exist by maximising shareholders value alone. In this regard, the needs and interests of other stakeholders are also taken into consideration.

10.1 Employees
   
10.1.1 The Board acknowledges that the employees are invaluable assets of the Company and play a vital role in achieving the vision and mission of  the Company.

10.1.2  The Company adopts comprehensive and documented policies and procedures with respect to the following :

a)    occupational safety and health with the objective of providing a safe and healthy working environment for all employees; and
b)    Industrial relations with the objective of managing employees’ welfare and well-being in the workplace.

10.1.3 The Board has adopted a whistle blowing policy for the Group, which provides a channel for employees and other parties to report in confidence, without fear of reprisals, concerns about possible improprieties in financial reporting or other matters to the Chairman and/or any member of the Audit Committee. This policy is to assist the Audit Committee in managing allegations of fraud and other misconduct and also to ensure that the disciplinary and other actions that are initiated following the completion of he investigations are appropriate and fair and actions taken to correct weakness in the system of internal processes which allowed the perpetration of the fraud and to prevent a recurrence.

 

 

10.2 Environment

10.2.1 The Board acknowledges the need to safeguard and minimise the impact to the environment in the course of achieving the Company’s vision and mission.

10.2.2 The Company adopts comprehensive and documented policies and procedures as part of its commitment to protect the environment and contribute towards sustainable development.

10.2.3  The Company supports initiatives on environment

 

 

10.3 Social Responsibility

       
10.3.1 The Board acknowledges that the Company should play a vital role in contributing towards the welfare of the community in which it operates.

10.3.2 The Company adopts comprehensive and documented policies and procedures towards responsible marketing and advertising of its products and services.

10.3.3 The Company supports charitable causes and initiatives on community development projects.

11. Company Secretary

11.1 The Board appoints the Company Secretary, who plays an important advisory role and ensures that the Company Secretary fulfils the functions for which he/she has been appointed.

11.2  The Company Secretary is accountable to the Board through the Chairman of the  Board and Committees on all governance matters.

11.3 The Company Secretary is a central source of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the company.

11.4 The Company Secretary should advise Directors of their obligations to adhere to matters relating to :

a)    Disclosure of interest in securities;
b)    Disclosure of any conflict of interest in a transaction involving the Company;
c)    Prohibition on dealing in securities; and
d)    Restrictions on disclosure of price-sensitive information

11.5 The Company Secretary must keep abreast of and inform the Board of current governance practices.

11.6 The Board members have unlimited access to the professional advice and services of the Company Secretary.

12. Application

12.1 The principles set out in this Charter are :

a)    kept under review and updated as practices on Corporate Governance develop and further guidelines on Corporate Governance are issued by the regulatory authorities;
b)    applied in practice having regard to the spirit and general principles rather than the letter alone; and
c)    summarised in the Annual Report as part of a narrative statement by Directors on Corporate Governance.

12.2  The Board endeavours to comply  at all times with the principles and practices set out  in this Charter.

12.3 Any updates to the principles and practices set out in this Charter will be made available on the Company’s website.