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BONIA CORPORATION BHD (223934-T)Board of Directors– Board Charter1.0Overview1.1The Board is accountable and responsible for the business performance and affairs of BoniaCorporation Berhad (“the Company” or “Bonia”) and its Group of Companies. The Board practices ahigh level of governance in discharging its fiduciary and leadership functions to promote long termhealth and prosperity of the Group.1.2This Board Charter sets out the Board’s strategic intent and outlines the roles and responsibilities,functions, operation and processes of the Board, and act as a source reference and primary inductionliterature to provide insights to prospective Board members and senior management. It also assists theBoard in the assessment of its own performance and that of its individual directors.2.0The Board2.1The Board shall consist of qualified individuals with a mix of skills that bring in-depth of knowledge,experience and perspectives to the Group’s business operations.2.2The size of the Board shall be determined by the needs of the Company from time to time.Nevertheless, the Board composition shall always be in full compliance with all current and applicablelaws and regulations.2.3The Board shall undertake a periodic assessment of the independence of its Independent Directors bytaking into consideration of their disclosed interests and whether the Independent Directors are able tocontinue to bring independent and objective judgment to the Board’s deliberations.2.4The independent director(s) who has served cumulative nine (9) years term limit may, uponrecommendation of the Board, seek shareholders’ approval on his re-appointment subject but notlimited to:2.4.1he has met the independence guidelines as set out in Chapter 1 of the Main Market ListingRequirements of Bursa Malaysia Securities Berhad; and2.4.2he does not have any conflict of interest with the Company and has not been entering/is notexpected to enter into contract(s)especially material contract(s) with the Company and/or itssubsidiary companies.2.5All Board members shall notify the Chairman of the Board before accepting any new directorship. Thenotification shall include an indication of time that will be spent on the new appointment. Acceptanceof such new directorship shall not result in a conflict with the discharge of Directors’ duties to theCompany.2.6The Directors shall continue to update their knowledge and enhance their skills through appropriatecontinuing education programmes and life-long learning. This will enable Directors to sustain theiractive participation in Board deliberation and to discharge their duties more effectively. The Boardshall assess the training needs of its members from time to time.2.9Separation of the positions of the Chairman and Managing Director promotes accountability andfacilities division of responsibilities between them. The responsibilities of the Chairman shall includeleading the Board in the oversight of management, whilst the Managing Director focusses on thebusinesses and day-to-day operation of the Company.3.0Code of Ethics and Conduct3.1The Board observes the “Code of Ethics for Company Directors” as prescribed by the CompaniesCommission of Malaysia which provides guidance on the standards of conduct and prudent businesspractices as well as standards of ethical behavior to the Directors.Approved by the Board at BOD Meeting (1/2014) - 25.02.2014Page 1 of 4
BONIA CORPORATION BHD (223934-T)Board of Directors– Board Charter4.0Duties and Responsibilities4.1The Board assumes, amongst others, the following responsibilities:4.1.1Reviewing and adopting the overall strategic plans and programmes for the Company andGroup4.1.2Overseeing and evaluating the conduct of businesses of the Company and Group4.1.3Identifying principal risks and ensuring implementation of appropriate internal controls andmitigation measuresThe Board shall receive an assurance from the Chief Executive Officer and Chief FinancialOfficer annually on whether the Company’s risk management and internal control system isoperating adequately and effectively, in all material aspects, based on the risk managementmodel adopted by the Company.4.1.4Establishing a succession plan4.1.5Developing and implementing a shareholder communication policy for the Company4.1.6Reviewing the adequacy and the integrity of the management information and internalcontrols systems of the Company and Group.4.1.7Providing oversight and monitoring of environmental, social and governance (ESG) aspectsof business in the Group which underpin sustainability and considering appropriate ESGreports and information.5.0Board Committees5.1The Board may from time to time establish appropriate committees to assist it in carrying out its dutiesand responsibilities.5.2The Board delegates certain functions to the following committees which operate within its ownspecific charters approved by the Board, to assist in the execution of its responsibilities: Audit and Risk Management CommitteeThe Audit and Risk Management Committee shall assist the Board in examining the Group’smatters pertaining to the financial reporting, risk management and internal control, internal andexternal audit processes, related party transaction and conflict of interests situation, and to submitto the Board its recommendation and/or reports on matters within its purview or other matters ofthe Group referred to it by the Board, for the Board’s consideration. Nomination & Remuneration CommitteeThe Nomination & Remuneration Committee shall assist the Board in assessing andrecommending to the Board the candidature of directors and boardroom diversity, appointment ofdirectors to board committees, review of the Board’s succession plans and training programmes,and to carry out periodic review on the composition and size of the Board, including theperformance of individual Directors so to assess the appropriateness and effectiveness of theBoard as a whole.The actual decision as to who shall be nominated shall be the responsibility of the Board afterconsidering the recommendations of the Nomination & Remuneration Committee.Approved by the Board at BOD Meeting (1/2014) - 25.02.2014Page 2 of 4
BONIA CORPORATION BHD (223934-T)Board of Directors– Board CharterThe Nomination & Remuneration Committee shall also assist the Board to carry out periodicreview on the remuneration policies and procedures to attract, retain and motivate Directors. Theremuneration package should be aligned with the business strategy and long-term objectives ofthe Company and Group as well as to reflect the Board’s responsibilities, expertise andcomplexity of the Company’s activities.The remuneration packages of Directors shall be a matter to be decided by the Board as a wholewith the Director concerned abstaining in deliberation and voting on decisions in respect of hisindividual remuneration.5.3The committees shall undertake in-depth deliberation of the issues at hand before tabling itsrecommendations thereon to the Board.5.4The Board may also delegate specific functions to ad hoc committees as and when need dictates.6.0Meeting Guidelines6.1The meeting and proceedings of the Board shall be governed by the provisions of the Articles ofAssociation of the Company regulating the meetings and proceedings of the Board.7.0Access to Information and Independent Advice7.1All Directors shall have access to the information pertaining to the Group and shall cause theManagement to supply accurate and complete information in a timely manner to enable the Board todischarge its duties effectively.7.2The Directors, collectively and individually, may seek independent professional advice andinformation in the furtherance of their duties at the Company’s expense.8.0Financial Reporting8.1The Board shall ensure that the Company’s financial statements and other financial reports are reliablesource of financial information, and are prepared in accordance with the relevant laws and regulationsas well as the applicable financial reporting standards, so as to give a true and fair view of the state ofaffairs of the Company and Group .9.0Corporate Disclosure and Shareholder Communication9.1The Board shall maintain a high level of transparency and accountability in its disclosure procedureand to promote effective communication with its shareholders and other stakeholders from time totime.9.2The Board observes the corporate disclosure framework under Bursa Malaysia Securities Berhad MainMarket Listing Requirements and other regulatory bodies to provide timely and material informationof the Group to its shareholders and other stakeholders to facilitate their decision-making process.9.3The Board also refers to the “Corporate Disclosure Guide” issued by Bursa Malaysia Securities Berhadto enhance the timeliness and quality of its disclosure practices.Approved by the Board at BOD Meeting (1/2014) - 25.02.2014Page 3 of 4
BONIA CORPORATION BHD (223934-T)Board of Directors– Board Charter9.4General meetings are an important avenue through which shareholders of the Company can exercisetheir rights. The Board shall take active steps to encourage full participation of shareholders at theCompany’s general meeting and to disclose the relevant information to its shareholders to facilitate theconsidered use of their votes.9.5The Board shall remind its shareholders of their right to demand a poll at the commencement ofgeneral meetings, and encourage to put substantive resolutions to vote by poll and make anannouncement of the detailed results showing the number of votes cast for and against suchresolutions.9.6The Board shall promote effective communication and constructive engagements with the shareholdersof the Company in relation to the performance, corporate governance and other matters affectingshareholders’ interests.9.7The Board shall establish a dedicated section for corporate governance in the Company’s website todisseminate the Company’s information to its stakeholders.10.0Review of the Board Charter10.1The Board shall periodically review and update its Board Charter to ensure compliance with theregulatory and legal requirements, which will take precedence over any stipulation of the BoardCharter, and in accordance with the needs of the Company/Group that may have an impact on thedischarge of the Board’s duties and responsibilities.10.2The Board’s approval is mandatory for any amendments to its Board Charter.10.3The Board Charter shall be published on the website of the Company.Approved by the Board at BOD Meeting (1/2014) - 25.02.2014Page 4 of 4
- Board Charter Approved by the Board at BOD Meeting (1/2014) - 25.02.2014 Page 1 of 4 1.0 Overview 1.1 The Board is accountable and responsible for the business performance and affairs of Bonia Corporation Berhad ("the Company" or "Bonia") and its Group of Companies. The Board practices a high level of governance in discharging its fiduciary and leadership functions to promote long .
