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Board Charter

1. Purpose
 
This Board Charter sets out the roles, composition and responsibilities of the Board of
Directors of Hwang Capital (Malaysia) Berhad (formerly known as Hwang-DBS (Malaysia)
Berhad). The conduct of the Board is also governed by the Memorandum & Articles of
Association (“M&A”) of the Company and the relevant laws and regulations in Malaysia.
 

2. Composition of the Board

The Board of the Company comprises:-

  • a Non-Executive Chairman;
  • at least 1/3 of the total Board members who must be Independent Directors. Independent
    Directors should meet the criteria set out in the Policy On Directors’ Tenure And
    Effectiveness including maximum tenure for Independent Directors;
  • a meaningful proportion of Non-Executive Directors who should ensure that the interest of all stakeholders are protected; and
  • Directors who possess the qualification, necessary skills, qualities and experience.

The Board is committed to maintain an appropriate balance to ensure a sufficiently wide and relevant mix of backgrounds, skills and experience to provide strong and effective leadership and control of the Group.


3. Roles of the Board
 
The Board is charged with the responsibility of leading and managing the Group in an effective manner. Each director has a legal duty to act in the best interest of the Group.

The Board oversees the overall corporate governance practices and performance of the
Hwang Capital Group. The responsibilities of the Board include:-

  • overseeing the conduct of the Group’s businesses;
  • reviewing and adopting strategic business plans for key subsidiaries of the Group;
  • identifying principal risks and ensures the implementation of appropriate systems to
    manage these risks;
  • succession planning, including appointing, training and fixing the compensation of
    directors;
  • ensures senior management are of sufficient calibre and provide for orderly succession of senior management;
  • reviewing the adequacy and the integrity of the Group’s internal control systems and
    management information systems, including systems for compliance with applicable
    laws, regulations, rules, directives and guidelines; and
  • reviewing financial statements.


4. Roles of the Chairman, Executive Directors and Non-Executive Directors
 
Roles of Chairman
 
The Board is helmed by a Chairman who undertakes, amongst others, the following
responsibilities:-

  • ensures the smooth functioning of the Board, the governance structure and inculcating
    positive culture in the Board;
  • ensures that all relevant issues are on agenda for Board Meeting;
  • ensures that the Board debates strategic and critical issues;
  • ensures that all Directors receive the necessary information on a timely basis from the
    management;
  • provides avenues for all Directors to participate openly in discussions of issues;
  • provides leadership to the Board and be responsible for the developmental needs of the Board; and
  • chairs general meetings of shareholders.

Roles of Executive Director/Chief Executive Officer
 
The Company is an investment holding company, it does not have an Executive Director/Chief Executive Officer on the Board. However, the Board of the Company provides leadership, discusses strategic business directions and plans for the Group.

The Board monitors the performance of subsidiaries and their business strategies through
various management reports which are tabled to the Board and Audit Committee for
discussion during Board’s and Audit Committee’s Meetings to ensure that the direction and
control of the Group’s businesses are firmly in hand.
 
Roles of Non-Executive Directors
 
The key responsibilities of the Non-Executive Directors are:-

  • constructively challenge and contribute to the development of the business strategies and direction of the Group;
  • provide independent and objective views, suggestions and assessment in deliberations of issues;
  • ensure that there are adequate systems and controls to safeguard the interests of the Group and all stakeholders; and
  • provide the relevant checks and balances, focusing on shareholders’ and other
    stakeholders’ interests and ensuring that high standards of corporate governance are
    applied.


5. Board's Committees
 
The Board has set up various Committees to assist the Board in the management of the
Group’s businesses and discharge of its duties. The functions and terms of reference of the
Committees as well as authority delegated by the Board to these Committees have been
clearly defined by the Board.

The Committees set up by the Board are:-

  • Executive Committee
  • Audit Committee
  • Nomination Committee
  • Remuneration Committee

The Executive Committee evaluates the Group’s strategic plans and recommends to the Board new business ventures, expansion and diversification opportunities. It generally assists the Board in overseeing the business affairs of the Group.

The Audit Committee provides independent oversight of the Group’s financial reporting and
internal control system and ensures check and balances within the Group.

The Nomination Committee provides a formal and transparent procedure for the appointment
of Directors, Board committees members and the Chief Executive Officer(s) (if any) as well
as assessment of the effectiveness of such individual Directors, the Board as a whole and the
performance of the Chief Executive Officer(s) (if any).

The Remuneration Committee provides a formal and transparent procedure for developing
remuneration policy for Directors and Chief Executive Officer(s) (if any) and ensure that
compensation is competitive and consistent with the Group’s culture, objectives and strategy.

The Committees operate under their respective Terms of Reference. The Chairman of the
respective Committees reports to the Board on the outcome of the Committee meetings and
minutes of Committee’s meetings are made available to all Directors.

 
6. Quorum, Proceedings and Attendance of Meetings
 
The Board shall meet at least four (4) times a year.

The quorum, proceedings and attendance of meetings of the Board of Directors are governed
by the Articles of Association of the Company as well as regulatory provisions.

The Group Policy On Information To The Board Of Directors spells out the types of
information and procedures for providing information to the Board by the management.

The Chairman with the assistance of the Company Secretary ensures the:-

(a) timely circulation of proper notice of meetings together with the agenda
(b) presence of a quorum
(c) accuracy of the agenda content
(d) reasonable time for Directors to consider Board papers prior to the Board Meeting and
(e) adherence to the Company’s M&A.


7. Time Commitment
 
The Board expects its members to allocate sufficient time to carry out their responsibilities.
The Board should obtain this commitment from its members at the time of appointment.
Directors shall notify the Chairman before accepting new directorship and the notification
shall include a commitment that they will continue to be in a position to allocate sufficient
time to meet the expectation of his role as a Director.

In line with the Listing Requirements of Bursa Malaysia Securities Berhad, Directors shall
not hold more than 5 directorships in listed companies.


8. Assessment of Directors
 
The Nomination Committee is entrusted with the responsibility of conducting an annual
assessment of the individual Directors. The result of the assessment will be tabled to the
Board for consideration. Amongst the factors to be taken into consideration by the
Nomination Committee when evaluating the performance of individual Directors are:-

  • depth of knowledge and understanding of the businesses of the Group and whether the Director is equipped with appropriate skills to meet job requirements;
  • ability to contribute towards the setting of strategic direction of the Group and
    achievement of the Group’s goals;
  • time commitment including attendance and participation in Board/Committees’ meetings and directorships held in other companies;
  • ability to constructively challenges business propositions put forward by Management;
  • continuous updating of knowledge and enhancing of skills through attendance of
    business related trainings; and
  • in the case of Independent Directors, met the criteria of independence.


 9. Retirement And Re-Election Of Directors
 
In accordance with the Company’s Memorandum and Articles of Association, Directors shall
retire from office at least once in every 3 years and are eligible to offer themselves for re-election. Directors who are appointed by the Board are subject to election by the shareholders at the next Annual General Meeting following their appointments. Directors over 70 years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965.

Independent Directors who have served for a cumulative term of 9 years shall be reappointed
only upon shareholders’ approval upon the recommendation of the Nomination Committee.
 

10. Directors' Code of Ethics
 
The Board has adopted a Code of Ethics and Business Conduct for Directors (“Code of
Ethics”). The Code of Ethics was formulated to enhance the standard of corporate governance and promote ethical conduct of Directors with a view to achieving the following objectives:-

  • to establish a uniform ethical standard for Directors emphasising conduct free from
    conflicts of interest; and
  • to uphold the spirit of corporate responsibility and accountability in line with the
    governing laws, regulations and guidelines.


11. Directors' Training
 
Directors have access to appropriate continuing education programmes to enable effective
discharge of duties. Directors are encouraged to attend talks, training programmes and
seminars to update themselves on new developments in the business environment. Directors
are expected to devote sufficient time to update their knowledge and enhance their skills
through continuing education programmes.

Newly appointed Director is required to attend Bursa Malaysia’s Mandatory Accreditation
Training Programme within 4 months from the date of appointment.

Visits by the Directors to the Group’s businesses and meetings with senior management are
arranged for enhancement of knowledge particularly in respect of the operations of the Group.

The Board via the Nomination Committee ensures that Directors attend relevant training and
their training needs are met.


12. Access to Information and Independent Advice
 
All Directors shall have access to independent professional advice (at the expense of the
Company) as well as separate and independent access to Senior Management and Company
Secretary. The Management has an obligation to supply the Board with complete, well-focused and adequate information in a timely manner.

Independent professional advice shall include advice sought from legal experts, accountants
or other professional advisors and consultants.


13. Company Secretary
 
The Company Secretary plays an important advisory role and is a source of information and
advice to the Board and Committees on issues relating to procedural and statutory
requirements affecting the Company and Group.

The Board shall appoint a suitably qualified and competent Company Secretary with adequate authority to carry out the duties which the post entails.


14. Review of the Board Charter
 
The Board shall review this Charter from time to time and make necessary amendments to
ensure it remains consistent with the Board’s objectives, current laws and practices.
 



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