The Board Charter sets out the function, composition, roles, duties and responsibilities of the Board of Directors (“the Board”) of AT Systematization Berhad (“ATS” or “the Company”) and also the functions and responsibilites delegated to its Board Committee(s) and its Group.
The Board is collectively responsible in establishing the objectives, provides strategic direction to the Group in achieving its business plan and overseeing the conduct, performance and internal controls of the Group’s business activities as well as reviewing of ﬁnancial and operating performance of the Group. These include determining some of the key strategies, ﬁnancial and organizational matters such as approval of interim results and annual audited ﬁnancial statements, signiﬁcant acquisition and disposal, major capital expenditures and long term strategic planning for the Group.
In discharging its stewardship, the Board is constantly mindful of safeguarding the interests of the Group’s stakeholders and is ultimately responsible for the performance of the Group.
The Board of Directors of ATS recognizes the value of good governance of the Malaysian Code of Corporate Governance 2012 which focus on enhancing board eﬀectiveness, strengthening board structure and its composition whilst recognizing the roles and duties of each of the Board members.
The Board Charter was designed to achieve the following objectives:
3.1 Roles and Responsibilities
To ensure the eﬀective discharge of its function and duties, the principal responsibilities of the Board include the following speciﬁc areas:
3.2 Powers and Duties
The Board derives its authority to act and managing business of the Company within the scope from the Memorandum & Articles of Association of the Company and also the laws and regulations governing companies in Malaysia, ie the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities), Securities Commission etc.
The Board shall all times act in good faith and in the best interest of the Company and exercise due care and diligence in discharging their duties.
The decision made by the Board is done collectively without undue inﬂuence or dominance by any individual Director or group of Directors, whether Executive or Non-Executive.
The Independent Non-Executive Directors are independent of executive management. They provide balanced, eﬀective and independent views, unbiased judgements, informed opinions to the deliberations and decision making of the Board thus fulﬁlling an essential and pivotal role in corporate accountability.
The Board and / or through its Nomination Committee would also undertake annual assessment of its Independent Non-Executive Directors.
The Board determines the Board composition and size, subject to the limits set in the Articles of Association of the Company. The Articles of Association provides that the number of Directors (disregarding Alternate Directors but including Executive Directors) shall be at least two and (unless otherwise determined by ordinary resolution) not more than twelve.
The number of Independent Directors is in compliance with Rule 15.02 of ACE Market Listing Requirements of Bursa Securities which requires that at least one third of the Directors must be independent. The Board of Directors of ATS currently consists of ﬁve members, comprising two Executive Directors and three Independent Non-Executive Directors one of whom is also the Chairman.
The Executive Directors have overall responsibilities over the development of corporate objectives, operational, organizational, business units and implementation of Board decisions and policies. The Executive Directors are tasked to implement the Board’s decisions and policies whilst overseeing operations and coordinating business decisions.
The role of Management is to support the Executive Directors and implement the running of the general operations and ﬁnancial business of the Company, in accordance with the delegated authority of the Board.
The Chairman is responsible for running the Board and ensures that all Directors receive suﬃcient relevant information on ﬁnancial and non-ﬁnancial matters to enable them to participate actively in Board discussions.
The Board of Directors has established ﬁve Committees in fulﬁlling its duties and responsibilities, as follows:
1. Audit Committee
2. Nomination Committee
3. Remuneration Committee
4. Risk Management Committee
5. Investment Committee
Each Committee has its own functions and delegated roles, duties and responsibilities.
Each Committee has an obligation to report, table and deliberate its Meetings to the Board of Directors to take note.
The Independent Non-Executive Directors sit in the above ﬁrst three Committees.
6.1 Audit Committee
The primary objective of the Audit Committee is to assist the Board in discharging its responsibilities relating to management of principal risks, internal control, accounting and ﬁnancial reporting practices of the Group. In addition, the Audit Committee shall:-
The Audit Committee acts as the Board’s principal agent to ensure the independence of the Company’s external auditor, the integrity of management and the adequacy of disclosures to shareholders.
The duties and responsibilities of the Audit Committee include the following:-
6.2 Nomination Committee
The Nomination Committee shall be responsible in ensuring the appropriate Board balance and size, and that the Board has a required mix of responsibility, skills and experience. An annual review of the mix of skills, experience and other core competencies of the Board shall be made by the Nomination Committee.
The duties and responsibilities of the Nomination Committee include the following:-
6.3 Remuneration Committee
The Remuneration Committee is set up to provide recommendations to the Board on the remuneration of the Executive Directors in all its forms so that the remuneration are structured to link rewards to corporate and individual performance.
The duties and responsibilities of the Remuneration Committee include the following:-
6.4 Investment Committe
The primary purpose of the Investment Committee is to assist the Board in reviewing investment policies, strategies and performance of the Company and its subsidiaries.
The duties and responsibilities of the Investment Committee include the following:-
6.5 Risk Management Committee
The duties and responsibilities of the Risk Management Committee include the following:-
The Board meets at least once every quarter with additional meetings convened as and when necessary. The Board meets within two months from the end of every quarter of the ﬁnancial period, where the Group’s ﬁnancial results are deliberated and considered prior releasing them to Bursa Securities and the Securities Commission.
The Chairman of the Company is currently a Non-Executive Director but the Directors may appoint one of their member to be Chairman when the need arises. If at any meeting the Chairman is not present within ﬁfteen minutes after the time appointed for the meeting, the Directors present may choose one of their number to be Chairman of the meeting.
Directors or members of a committee of Directors (as the case may be) may participate in a meeting of Directors or a committee of Directors (as the case may be) by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.
In accordance with Article 154 of the Company’s Articles of Association, a resolution in writing signed or approved by letter, telex, facsimile or telegram by a majority of the Directors who may at the time present in Malaysia, and who are suﬃcient to form a quorum shall be as valid and eﬀectual as if it had been passed at a meeting of Directors duly carried and constituted; provided that where a Director is not present but has an alternate who is present, then such resolutions shall be signed by such alternate. All such resolutions shall be described as “Directors Circular Resolutions” and may consist of several documents in the like form each signed by one or more Directors and shall be forwarded or otherwise delivered to the Secretary without delay, and shall be recorded by him in the Company’s minute book following the receipt thereof by him and submitted for conﬁrmation at the next meeting of the Board of Directors.
In the intervals between Board meetings, for exceptional matters requiring urgent Board decisions, Board approvals are sought via circular resolutions, which are attached with suﬃcient and relevant information required for an informed decision to be made.
Where a potential conﬂict arises in any transaction involving any particular Director’s interest, such Director is required to declare his interest and abstain from discussion and the decision-making process.
In accordance with Article 132 of the Company’s Articles of Association, at the ﬁrst annual general meeting after the adoption of these Articles, all the Directors shall retire from oﬃce and an election of Directors shall take place each year. At every subsequent annual general meeting, one-third of the Directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from oﬃce, and if there is only Director who is subject to retirement by rotation, he shall retire provided always that all Directors shall retire from oﬃce at least once in every three years but shall be eligible for re-election.
Subject to the Act, the Directors to retire by rotation shall be those who have been longest in oﬃce since their last appointment or reappointment, but as between persons who became or were last reappointed Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-election.
The Directors who have attained the age of seventy years old shall retire pursuant to Section 129(2) of the Act, and subject to the re-appointment pursuant to Section 129(6) of the Act.
Pursuant to the ACE Market Listing Requirements of Bursa Securities, the directorships entitled to be held by each Director at a Board at any one time shall not exceed ten in listed Companies and ﬁfteen in non listed Companies as and may determine by Bursa Securities from time to time.
Any Director (other than an alternate Director) may appoint any person (except another Director) approved by a majority of his co-Directors and willing to act, to be an alternate Director, provided that any fee paid by the Company to the alternate shall be deducted from that Director’s remuneration.
An alternate Director shall be entitled:-
An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director, but, if a Director retires by rotation or otherwise but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an alternate Director made by him which was in force immediately before his retirement shall continue after his reappointment.
Any appointment or removal of an alternate Director shall be by notice to the Company (deposited at the Registered Oﬃce) signed by the Director making or revoking the appointment or in any other manner approved by the Directors.
The oﬃce of a Director shall be vacated if he:-
The fees of the Directors shall from time to time be determined by the Company in General Meeting but the remuneration of the Executive Directors shall from time to time be determined by the Board of Directors.
The fees payable to the Directors shall not be increased except pursuant to a resolution passed at a general meeting where notice of the proposed increase has been given in the notice convening the meeting. The fees payable to Non-Executive Directors shall be a ﬁxed sum and not by a commission on or percentage of proﬁts or turnover and the remuneration payable to Executive Directors may not include a commission on or percentage of turnover. Any fee paid to an Alternate Director shall be agreed between him and his appointor and shall be deducted from his appointor’s remuneration.
The Directors may be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of Directors or general or other meetings of the Company or in connection with the business of the Company.
The Directors may grant special remuneration to any Director who (on request by the Directors) is willing to:-
Such special remuneration may be paid to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be paid in a lump sum or by way of salary, or by a percentage of proﬁts, or by all or any of such methods but shall not include (where such special remuneration is paid by way of salary) a commission on or a percentage of turnover.
The Remuneration Committee shall set a policy framework for the remuneration of the Executive Directors and deliberate on the remuneration packages for the Non-Executive Directors and thereafter, shall give their recommendations to the Board of Directors for approval.
Subject to the Act, the ACE Market Listing Requirements of Bursa Securities and Article 147 of the Company’s Articles of Association, and provided that a Director has disclosed to the remaining Directors the nature and extent of any material interest of his, a Director notwithstanding his oﬃce:-
A general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent speciﬁed in the notice in any transaction or arrangement in which a speciﬁed person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so speciﬁed and an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
The Directors have full and timely access to information pertaining to the Group’s business and aﬀairs to enable them to discharge their duties eﬀectively. Prior to each Board meeting, a full set of Board papers together with the agenda would be forwarded to the Board members to allow the Directors to study and evaluate the matters to be discussed and subsequently make eﬀective decisions.
The Directors have unrestricted access to the advice and services of the Company Secretaries and senior management staﬀ of the Group. The Directors may obtain independent professional advice where necessary at the Company’s expense in the furtherance of their duties. The Directors are also regularly updated by the Company Secretaries on new statutory, corporate and regulatory developments relating to Directors’ duties and responsibilities in order to assist them in the discharge of their duties as Directors of the Company and ensuring the eﬀective functioning of the Board.
The Directors may seek advice from the Management on issues under their respective purview. The Directors may also interact directly with the Management, or request further explanation, information or updates on any aspect of the Company’s operations or business concerns from them. In addition, the Board may seek independent professional advice at the Company’s expense on speciﬁc issues to enable it to discharge its duties in relation to matters being deliberated.
In compliance with the ACE Market Listing Requirements of Bursa Securities, all Directors are required to attend Mandatory Accreditation Programme prescribed by Bursa Securities.
The Directors are mindful that they should continue to attend training programmes to enhance their skills and knowledge where relevant, as well as to keep abreast with the changing regulatory and corporate governance developments.
The Directors receive regular brieﬁngs and update on the latest changes and developments on the Group business, operation, industries, ﬁnancial position and changes to the relevant legislations, rules and regulations.
The Company Secretaries who report to the Board of Directors have an important role in advising and assisting the Board of Directors and Committees in achieving good corporate governance and ensuring that the Company complied with the statutory requirements, rules and regulations.
The roles of the Company Secretaries are:-
The Board has established a transparent relationship with the external auditors through the Audit Committee, which has been accorded with the power to communicate directly with the external auditors towards ensuring compliance with the accounting standards and other related regulatory requirements.
The Audit Committee undertakes an annual assessment of the suitability and independence of the external auditors. It is the policy of the Audit Committee to meet with the external auditors at least twice a year to discuss their audit plan, audit ﬁndings and the Company’s ﬁnancial statements. At least one of these meetings is held without the presence of the Executive Directors and the Management. The Audit Committee also meets with the external auditors additionally whenever it deems necessary. In addition, the external auditors are invited to attend the Annual General Meeting of the Company and are available to answer shareholders’ questions on the conduct of the statutory audit and the preparation and contents of their audit report.
The Group outsourced its internal audit function to an independent professional ﬁrm of consultant, which provides the Board with much of the assurance it required regarding the eﬀectiveness as well as the adequacy and integrity of the Group’s system of internal controls.
The Board recognizes the importance of eﬀective communication with its shareholders, investors and all other stakeholders. As such, the Board has maintained a high level of disclosure by providing timely, clear and comprehensive information through readily accessible channels to explain the Group’s strategy, performance and major developments. Besides, all shareholders have an opportunity to participate in discussion with the Board on matters relating to the Company’s operation and performance at the Company’s General Meetings.
The Group’s announcements may be obtained via the Bursa Securities’ website at www.bursamalaysia.com. In addition, the Company has also established a website at beta.atsys.com.my to provide information on the Group’s business activities.
There is no discrimination between genders or among races in the workplace. The Company and its subsidiaries oﬀer insurance beneﬁts to its employees amongst others which include group hospitalization, surgical insurance and group personal accident insurance.
Other staﬀ appreciation and recognition eﬀorts inclusive of festive gathering, annual dinner, and presentation of memorable gifts to the long-serving employees during the Group’s Annual Dinner.
The Company and its subsidiaries believed that pursuit of business objectives needs to be balanced with the employees, environment and social welfare responsibilities. As such, the Group uses its best endeavour on an ongoing basis to integrate corporate social responsibilities practices into its business operations.
The Board of Directors shall review the Board Charter at least once in a ﬁnancial year and to make necessary amendments / improvements as and when necessary.