Board Charter

SARAWAK CABLE BERHAD
(Company No. 456400-V)
(Incorporated in Malaysia)


BOARD CHARTER


1. 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 conducts and that the principles and practices of good Corporate Governance are applied in all their dealings for and on behalf of the Company.

All Board members are responsible to the Company for achieving a high level of good governance. This Board Charter shall constitute, and form, an integral part of each Director’s duties and
responsibilities.

This Board Charter explains the Company’s commitment to corporate governance. It is not an “all inclusive” document and should be read as a broad expression of principles. The Board of
Directors shall review this Board Charter at least once in every two (2) years.

2. ROLES OF BOARD

2.1 Composition of Board

2.1.1 The Board consists of individuals with diverse background, experience, qualification and skills.

2.1.2 The Board consists of at least two (2) or one third (1/3), whichever is higher, are Independent Directors.

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

2.2 Role of Board

2.2.1 The Board recognizes its roles and has adopted the Board Charter as a general statement of its expectations as to how it will discharge its duties. The Board believes that this Board Charter will be of assistance to the Board in its ongoing assessment of its own performance and that of individual Director.

2.2.2 The Board’s overall functions and responsibilities include:

Reviewing and approval of strategic plan including corporate exercise, investments, forecast and budgets of the Group

Oversee performance of the Group.

Review the adequacy of the Group’s system of internal control.

Approving and monitoring financial and other reporting to the market and all stakeholders.

Act in good faith in the best interests of the Company.

2.3 Role of Chairman

2.3.1 The Chairman’s main responsibility is to ensure effective conduct of the Board and encourages participation and deliberation by all Board members.

2.4 Role of Group Managing Director/Chief Executive Officer (“GMD”)

The GMD is entrusted with leadership of the Group in ensuring efficiency and effectiveness of all aspects of the operations and responsible for:

2.4.1 provide strong leadership to the Group and with sufficient delegation of authorities to operations head of each business unit.

2.4.2 responsible and charged with overall performance of the Group’s operations.

2.4.3 ensure that the Group’s human resource system is handled effectively with clear and roles and responsibilities of each head of department reporting structure.

2.5 Role of Board Committees

The Board has established various Board Committees to assist in the discharge of duties and responsibilities. The Chairman of the respective Committees will report to the Board on matters considered and submit recommendations to the Board for endorsement or approval.

AUDIT COMMITTEE (“AC”)

2.5.1 The AC comprises at least three (3) members, a majority of whom are Independent Directors.

2.5.2 No alternate Director shall be appointed as a member of the AC.

2.5.3 The AC will elect an Independent Director from amongst them its Chairman.

2.5.4 Attendance

At the request of the Chairman, Directors and employees will be in attendance at the AC meeting with invitation of the External Auditors and Internal Auditors.

2.5.5 Meetings

The AC shall meet at least four (4) times a year and the quorum shall be two (2) provided always that majority of the members present must be Independent Directors.

The AC shall meet the External Auditors without presence of Executive Board members and Management.

The Company Secretary shall be Secretary of the AC and shall be responsible to draw up the Notice of meeting with agenda and circulate to it to all AC members at least two (2) weeks prior to each meeting.

The GMD, General Manager, Head of Internal Audit and Group Financial Controller may attend the meetings by invitation of the AC.

In the event that if decisions are not unanimous decided at any meeting, Chairman of the AC shall have a second or casting vote.

2.5.6 Duties and Responsibilities

To review the quarterly reports, audited financial statements and recommend the same for Board of Directors’ approval.

To review the Internal Audit (“IA”) functions in relation to the adequacy of the scope, functions, competency and resources of the IA function and that it has the necessary authority to carry out its works.

To review and approve the related party transactions and conflict of interest situations that may arise within the Company or the Group.

To assess the adequacy and effectiveness of the system of internal control and accounting control procedures of the company and Group by reviewing External Auditors’ management letter and management response.

To undertake other responsibilities as may be agreed by the Committee and the Board.

REMUNERATION COMMITTEE (“RC”)

2.5.7 The RC shall be appointed by the Board from amongst the Directors of the Company consisting wholly of Non-Executive Directors. It shall consist of not less than three (3)
members.

2.5.8 The RC shall meet at least once a year and the quorum shall be at least two (2) members.

2.5.9 The Chairman of the RC shall be appointed by the Board, who shall be a Non-Executive Director. In the absence of the chairman of the RC, the members shall elect any one of their members as Chairman of the meeting.

2.5.10 The Secretary of the RC shall be the Company Secretary.

2.5.11 In the event that if decisions are not unanimous decided at any meeting, Chairman of the RC shall have a second or casting vote.

2.5.12 Duties and Responsibilities

To recommend to the Board the remuneration, bonus and incentive packages of Executive GMD including Senior Management of the Group where applicable.

To recommend to the Board the Directors’ Fees and allowances for Non-Executive Directors and Executive Committee members where applicable.

To review the level of remuneration whether it is sufficient to attract and retain the Directors. The remuneration packages should be structured to link rewards based on performance of the Group or company as well as individual for GMD and Senior Management where applicable.

NOMINATION COMMITTEE (“NC”)

2.5.13 The NC shall be appointed by the Board from amongst the Directors of the Company consisting wholly of Non-Executive Directors. It shall consist of not less than three (3) members.

2.5.14 The RC shall meet at least once a year and the quorum shall be at least two (2) members.

2.5.15 The Chairman of the NC shall be appointed by the Board, who shall be a Non-Executive Director. In the absence of the chairman of the RC, the members shall elect any one of their members as Chairman of the meeting.

2.5.16 The Secretary of the NC shall be the Company Secretary.

2.5.17 In the event that if decisions are not unanimous decided at any meeting, Chairman of the NC shall have a second or casting vote.

2.5.18 Duties and Responsibilities

To review the Board structure, size and composition and make recommendations to the Board which is most suitable to the Company.

To assess effectiveness of the Board and Board Committees for their performance, and contribution of each Director.

To evaluate the effectiveness of each Director’s ability to contribute to the effectiveness of the Board and the relevant Board Committees and to provide the necessary feedback to Directors in respect of their performance.

3. RISK MANAGEMENT COMMITTEE (“RMC”)

3.1 The RMC consists of the GMD, Group Financial Controller, Head of Internal Audit and General Manager of the Company or Group where applicable.

3.2 The RMC shall meet at least twice (2) a year to assess the adequacy of internal control and the scope of risk assessment of the Group or each business unit.

4. FINANCIAL REPORTING

4.1 The Directors of the company 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 and relevant laws.

4.2 The Board of Directors is charged to ensure that the Company’s quarterly results are announced to Bursa Securities Malaysia Berhad and with submission of reports to Securities Commission not later than two (2) months after the end of each quarterly financial period.

5. ANNUAL GENERAL MEETING (“AGM”)

5.1 The Company regards the AGM as an important event in the Corporate Calendar of which all Directors and key senior executives should attend.

5.2 The Company regards the AGM as an important platform for dialogue with shareholders and aims to provide opportunity for their constructive feedback on relevant matters pertaining to the Company.

6. EXTRAORDINARY GENERAL MEETING (“EGM”)

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

7. INVESTOR RELATIONS

7.1 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.

7.2 The Company ensures that timely release of financial results on a quarterly basis to provide shareholders with an overview of the Company’s performance and operations in addition to the various announcements made during the year.
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7.3 The Company has also appointed Investor Relations Manager (“IAM”) to take charge of investor relations matters. The IAM prepares updated corporate information and presented to investors including dialogues.

7.4 The press conference and interviews by reporters and journalists are normally taking care by GMD.

7.5 The Company’s website is always updated with corporate information and latest announcement made within forty eight (48) hours.

8. CORPORATE SOCIAL RESPONSIBILITIES

8.1 The Board acknowledges that the Company is a loyal corporate citizen and should play a vital role in contributing towards the welfare of the community in which it operates.

8.2 The Company supports and participates in charitable community activities and assist students from various universities or education of higher learning on the surveys, thesis writing and their research and development projects.

9. APPLICATION

9.1 The principles set out in this Board Charter shall be kept under review and updated as practices on Corporate Governance developed and further guidelines on Corporate Governance are issued
by the relevant regulatory authorities.

9.2 The Board is committed to adopt with the principles and practices set out in this Board Charter.

9.3 Any updates to the principles and practices set out in this Board Charter are made available on the Company’s website.

 


This Board Charter was approved by the Board of Directors in 2013

Rev. 0 (22.04.2013)

CIRCULAR TO SHAREHOLDERS

The Circular Report of AGM 2014 To: The Shareholders of Sarawak Cable Berhad  

Company says sales of high-voltage cables will lift bottomline

The Star Online – Tuesday, 8 September 2015 By : JACK WONG

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