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BOARD CHARTER

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BOARD CHARTER

INTRODUCTION

The Board of Directors of Tek Seng Holdings Berhad (“Tek Seng” or “the Company”) recognises the importance of corporate governance towards the success of the Group’s businesses. The Board strives to follow the principles of the Malaysian Code of Corporate Governance and this Board Charter has been endorsed by the Board and is subject to annual review to ensure its relevance and compliance.

OBJECTIVES

The objectives of this Board Charter are to ensure that all the directors of Tek Seng acting on behalf of the Company are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conducts and that the principles of good corporate governance are applied in all their dealings in respect and on behalf of the Company.

THE BOARD

Role of the Board

1. The responsibilities and limitations of the Board are primarily set out in the Company’s Constitution, the Companies Act, 2016, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Capital Market and Services Act 2007 and the directors and/or shareholders’ resolutions.

2. The Board decides on matters delegated to the Board Committees and management.

3. The Board oversees the adequacy and effectiveness of the Group’s risk management and systems of internal control.

4. The Board, in discharging its fiduciary and leadership functions assumes amongst others the following roles and responsibilities:

i. Reviewing and approving material investment, acquisitions and disposals of property, plant and equipment.

ii. Reviewing and approving related party transactions.

iii. Reviewing the adequacy of the Group’s internal control policies.

iv. Monitoring compliance with relevant laws & regulations and accounting standards within the corporate and business environment.

v. Reviewing and approving annual financial statements and quarterly financial results.

 

Role of Chairman

1. The Chairman ensures Board effectiveness, monitoring the implementation of the Board’s policies and decisions, corporate affairs and overall financial performance of the Group;

2. The Chairman ensures the Management provides accurate, timely and clear information to members of the Board.

3. The Chairman determines and develops the Group's strategy and overall business and commercial objectives;

4. The Chairman ensures orderly conducts and proceedings of meetings of the Company.

5. The Chairman is the spokesperson of the Company and he facilitates effective communications between the shareholders and the Directors and ensures shareholders have adequate opportunity to air their views and obtain answers to their queries.

6. The Chairman gives full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the company, and what skills and expertise are therefore needed on the Board in the future.

 

Role of the Managing Director

1. The Managing Director leads the management in the operations and has overall responsibility over the operation units and organisational effectiveness;

2. The Managing Director is responsible for the operations of sales and marketing divisions and expansion of the overseas market for the Group;

3. The Managing Director is responsible for maintaining a friendly work environment and develops organisation culture, values and reputation in its markets;

4. The Managing Director assists the Chairman by providing his input in relation to important strategic issues facing the business;

5. The Managing Director reports to the Chairman and regularly updated the Chairman on the business and affairs of the Group.

 

Role of the Other Executive Directors

1. The Executive Directors assist the Managing Director in the execution of daily operation and short-midterm planning of the Group.

2. The Executive Directors provide guidance and mentoring to the management.

3. The Executive Directors develops and maintain staff morale in a motivational working environment whereby all employees are motivated to achieve their goals and objectives.

4. The Executive Directors ensures the efficient and effective administration of all departments and functions.

 

Role of the Independent Directors (ID)

1. The Independent Directors provide the relevant checks and balances and ensuring corporate governance are applied in the Board’s decision making taking into consideration the interests of the shareholders and other stakeholders.

2. The Independent Directors provide independent views and advice taking into account the interests of the Group, shareholders and other stakeholders in which the Group conducts its business.

 

Role of Board Committees

The Board has established three (3) Board Committees to assist the Board in discharging its responsibilities namely as follows:

i. Audit & Risk Management Committee

ii. Nominating Committee

iii. Remuneration Committee

The Board Committees are governed by the following Terms of Reference respectively been approved by the Board: