1. Purpose of the Board Charter
This Board Charter sets out the principles for the operation of the Board of Directors (“Board”) of PMB Technology Berhad (“PMBT” or “the Company”) and its subsidiaries (“the Group”) and describes the functions of the Board and those functions delegated to Management of the Company.
The Board has primary responsibility to shareholders for the welfare of the Company. The Board is responsible for guiding and monitoring the business and the affairs of the Company. The Company recognises the importantce of the Board in providing a sound base for good corporate governance in the operations of the Company.
This Board Charter incorporates the Principles and Practices of the Malaysian Code on Corporate Governance (“MCCG”), as considered appropriate, Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”) on corporate governance, certain aspects of the Company’s Constitution and relevant portions of the Companies Act 2016 insofar as the duties and responsibilities of Directors are concerned. This Board Charter is established to promote high standards of corporate governance and is designed to provide guidance and clarity for Directors and management with regard to the role of the Board and its committees. This Board Charter does not overrule or pre-empt the statutory requirements and other relevant statutes. This Board Charter shall form an integral part of each Director’s duties and responsibilities.
2. Composition of the Board
4. Role of the Board
5. Formal Schedule of Matters Reserved for the Board’s Decision
6. Role of the Chairman
7. Role of the CEO
In discharging the above responsibilities, the CEO can delegate appropriate functions to the Senior Management, who shall report to the CEO.
8. Role of Independent Directors
9. Role of Senior Independent Director
10. Role of Directors
11. Board Processes/Procedures
Board Meetings shall be conducted in a business-like manner where all Directors are encouraged to share their views and partake in discussions.
12. Company Secretary
13. Board Committees
Although the Board has granted discretionary authority to these committees to deliberate and decide on certain operational matters as set out in their respective Terms of Reference, the ultimate responsibility for final decision on all matters lies with the Board.
14. Remuneration levels of Directors and Senior Management
15. Accountability and Audit
16. The Board's Relationship with Shareholders and Stakeholders
17. Induction Process
18. Directors' External Commitments and Conflict of Interest
19. Directors’ training
20. Corporate Disclosures
21. Whistle-Blowing Policy
To enhance corporate governance practices across the Group, a whistle-blowing policy was adopted which provides Directors, officers, employees and stakeholders of the Group with an avenue to report suspected improprieties such as illegal or unlawful conduct, contravention of the Group’s policies and procedures, acts endangering the health or safety of any individual, public or employee, and any act of concealment of improprieties.
The aim of this policy is to encourage the reporting of such matters in good faith, with the confidence that the person filing the report, to the extent possible, be protected from reprisal, victimisation, harassment or subsequent discrimination.
22. Anti-Bribery and Anti-Corruption Policy
The Board shall ensure a sustainable anti-corruption and anti-bribery programme be implemented, which includes compliance with the Anti-Bribery and Anti-Corruption Policy and assign adequate resources to implement the said programme.
23. Code of Ethics
The Board shall formalise and commit to ethical values through the maintenance of a code of ethics and ensure the implementation and compliance with the code of ethics.
21. Review and Approval
This Charter and all Board Committee Charters and Policies shall be periodically reviewed and updated based on the prevailing regulatory promulgations. This Charter may be amended by the Board as it deems appropriate to ensure its relevance and effectiveness.
This Charter is reviewed and approved by the Board of Directors on 18 August 2020.