Board Charter

Three-A Resources Berhad (Company No. 481559-M)

A. Company Vision and Mission

The Company aims to excel as one of the Global Quality Brands in the manufacturing of Food and Beverage ingredients through the following core and exceptional values:

  • Emphasis and commitment in all aspects of our operational activities to ensure safe and quality products.
  • Commitment to customer satisfaction in our products and services.
  • Strive to continual improvement in the way we do things.
  • Commitment to be a responsible corporate citizen in creating a rewarding career for our employees and mutually beneficial relationship with our business partners and associates.

B. Board Responsibilities

The Board of Directors (“Board”) is responsible for the proper stewardship of the Company and its subsidiaries (“the Group”). The Board is to observe the following principles in establishing clear roles and responsibilities to ensure the maximization of shareholders’ value and safeguarding the stakeholders’ interests. Hence, the Board should have sufficient knowledge to ensure effective governance and oversight and principally responsible for the following:

  • Establish clear authority, roles and responsibilities of the Board and of the management.
  • Uphold high ethical standards through a code of conduct and ensure its compliance.
  • Devotion of adequate time and attention to discharge its responsibilities effectively.
  • Appoint suitably qualified and competent Company Secretary to assist its duties.
  • Formalize and periodically review its board charter.

C. Board Membership Guidelines

The Board shall comprise of at least two or one third of the Board to be independent directors as defined in the Main Market Listing Requirements.

An independent director should not serve for a period of cumulative of nine (9) years. Should the independent director continue to serve, the Board may decide to re-designate the director as non-independent or seek shareholders’ approval at Annual General Meeting in order to retain the director as independent.

The Board has the authority to determine the appropriate size of the Board. The Nomination Committee is responsible for the screening and selection of new directors as well directors to be nominated for re-election while the Remuneration Committee is responsible to decide on remuneration of Executive Directors. Any new director is required to commit sufficient time to contribute to the Company’s affairs and meetings before accepting appointment to the Board. Any Director who is holding office is allowed to accept other Board appointments in other company as long as the appointment is not in conflict of interest and does not affect his duties and responsibilities as a Director.

On boardroom diversity, the Board will make decisions with regards to proposition of female board member in line with the Malaysian Code on Corporate Governance 2012 taking into account skills and experience of the individuals in line with needs of the Group.

D. Role of Chairman

The Board will appoint a Chairman from among the Directors who would be responsible for representing the Board to Shareholders. The Chairman is primarily responsible for ensuring the integrity and effectiveness of the Board.

The key duties and responsibilities of the Chairman are as follows:

  • Chairs shareholders’ meetings to ensure shareholders have proper and effective communications with the Board.
  • Acts as facilitator to ensure no directors dominates decision making and provide overall leadership to the Board, without limiting the principle of collective responsibility for Board decisions.
  • Ensure balanced discussion in the selection of Board members.
  • Chair meetings of the Board with the objective to stimulate debate on the issues among Board members and encourage contribution from each Director.
  • Review of the minutes of meetings of the Board to accurately reflect the Board’s deliberations, and matters arising which require further action have been addressed.
  • Ensure new directors and existing directors receive adequate trainings and continuous education.
  • Ensuring respective Board Committees carry out their duties and responsibilities.
  • Upholding high corporate governance of the Board and the Company.
  • Play the role to link the Board and Management in ensuring that the Management’s decisions are properly debated and judgments are sound.
  • Ensuring that Management establishes adequate control mechanism on compliance responsibilities and risk management.

E. Role of the Board

The Board is to represent and promote the interests of Shareholders with the objective to adding long-term value to the Company. The day to day operational activities of the Company will be in the hands of the Management and under the stewardship of the Managing Director / Executive Director. The Board has the following scope of duties:

  • Appointment as well as recommendation for removal of directors.
  • Appointment and removal of senior executive positions including setting the terms of the Managing Director / Executive Director’s employment contract.
  • Receive, assess, and adopt a strategic plan for the Company, including establishing and reviewing Company Goals;
  • Ensure succession planning is in place, including identifying, appointing, and fixing the compensation of senior management;
  • Acts as the authority to ensure the Management adheres to high standards of ethics and corporate behavior;
  • Reviewing of the adequacy and the integrity of the Company’s internal control systems, including systems for compliance with applicable laws and regulations;
  • Aware of the Company’s financial position including the ability to meet its debts and other obligations when they fall due, and the authority to enquire the Management to ensure that such steps are taken;
  • Take steps to ensure that the Company’s financial statements are true and fair and meet applicable regulatory laws. Conduct regular discussion with various Board Committees to identify weaknesses;
  • Ensure a suitable an investor relations programme or shareholder communications policy for the Company;

F. Board Structures and Procedures

  • Board Committees
  • The Board may delegate certain tasks to committees to ensure effective and efficient decision-making on certain matters. Board committees will carry out its duties and responsibilities as the Board authorizes and would constitute the following:
    • Audit Committee;
    • Nomination and Remuneration Committees; and
    • Risk Management Committee.

  • Board Meetings
  • The Board will generally hold meetings at least four times in each financial year and will hold additional meetings as and when requires. At each meeting the Board shall consider: -
    • Review of quarterly financial report for announcement to authorities;
    • Review and approval of annual financial statements and Annual Report for Shareholders and public announcements;
    • Operational report from the Management;
    • Proposals from the Management for capital expenditure and acquisitions;
    • A report on major issues and opportunities for the Company;
    • Whenever appropriate, a review of the Company Goals and its strategies for achieving the Company Goals;
    • Review and approval of business plans and annual budget;
    • Consider the declaration or recommendation of the payment of dividends;
    • Review the performance and composition of Board Committees;
    • Carrying out performance evaluations of individual Director;
    • Review of remuneration policies and practices including superannuation and incentive schemes for the Management;
    • Assessment of risk policies and controls including adequacy of insurance covers and compliance with legal and regulatory requirements;
    • Review of Shareholder, customer and supplier relations;

  • Independent Professional Advice
    • Every director is entitled to obtain independent professional advice at the cost of the Company in discharging the director’s duties.

  • The Company Secretary
    • The Board has the authority to appoint and remove the Company Secretary as it deems fit in the discharge of its duties and responsibilities.
    • The Company Secretary is responsible for making sure that Board procedures are adhered to, including compliance with applicable rules and regulations in all matters that the Board is responsible for.

G. Relationship of the Board with the Management

  • Access to the Management and Information
    • Board members are given unrestricted access to the Management and all information of the Company.
    • The role of the Managing Director and Executive Directors is the link for the Board members to the Management of the Company.
    • The Managing Director who is also the Chief Executive Officer takes leadership of the Management who delegate duties and responsibilities to each Management team member.
    • Authority and instructions from the Board is delegated to the Management through the Managing Director and Executive Directors who together with the Board, set Company Goals and directions.
    • The Managing Director and Executive Directors who provide leadership to the Management would carry out decisions of the Board and be accountable for achievement of the stated Company goals.

  • Management Authorities and Limitations
    • The Management is expected to act within specific authorities delegated by the Board and acts in accordance with the Code of Ethics and not cause or permit any practice and activity that is contrary to commonly accepted good business practice and taking into account the health and safety of employees and the environment.
    • The Managing Director is responsible to ensure the Management allocate Company resources in line with objective to achieve the Company Goals.
    • The Management is expected to prevent employees and other parties working for the Company to be subjected to unfair and unsafe treatment or conditions.
    • The Management must ensure a comprehensive system of internal controls to safeguard assets and resources of the Company.
    • The Management is accountable to concerns, if any highlighted by internal and external auditors and report to the Board on appropriate measures to address such matters.

H. Relationship of the Board with Shareholders

  • The Board should have a corporate disclosure policy for communication with shareholders on a timely basis with regards to all material matters and should adopt an open and transparent policy.
  • The Board must ensure timely release of quarterly financial results in line with Bursa Malaysia Listing Requirements and provide the shareholders with financial information pertaining to the Company’s financial performance.
  • The Board must ensure the Company Secretary review relevant press releases to ensure that information that has yet to be released to Bursa Malaysia Securities Berhad is not released to the press.
  • The Board must take into account views of majority shareholders in their decision making. Besides, the Board should place adequate attention on the interest of minorities.

I. Board Relationship with Various Stakeholders

  • The Board should manage conflicting interests of all stakeholders appropriately in line with best practices to ensure fairness to all.
  • The Board must ensure that the Company adopts a well-documented and comprehensive policies and procedures for interaction with all respective stakeholders.

 

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