SOCC HOLDINGS SDN. BHD.
(Registration No.: 202101029856 (1430156-X))
(Version 1.0, August 2022)
This document has been approved by the Board of Directors of the Company on 11 August 2022.
1. BOARD CHARTER
The Board of Directors (“Board”) of SOCC HOLDINGS SDN. BHD. (“the Company”) is primarily responsible for the business and affairs of the Company and its subsidiaries (“the Group”) and strongly believes that good corporate governance is essential for delivering sustainable value and enhancing business integrity apart from maintaining confidence of shareholders/investors in the Group in achieving its corporate objectives and vision.
This Board Charter sets out the roles, responsibilities, functions, compositions, processes and operations of the Board as well as those functions delegated to the Board Committees and the Management of the Group.
This Board Charter is to promote a high standard of corporate governance within the Group and to ensure that each Board member acts on behalf of the Company and is always aware of his/her fiduciary duties and responsibilities, the legislation and regulations affecting their duties as directors; and the principles and practices of good corporate governance which apply to the Group.
The Charter also acts as a primary source of reference and induction literature to provide insights to prospective Board members. In addition, the Board Charter will assist the Board in the assessment of its own performance and of its members.
3. THE BOARD
The Board consists of qualified individuals with a diverse set of skills, knowledge, professional/industry experience, age, gender, cultural and educational background, ethnicity and length of service that ensure sufficient diversity and independence so as to effectively discharge the Board’s roles and responsibilities for the benefit of the Company and its business.
The Constitution of the Company provides that until otherwise determined by the Company in a meeting of members, the number of Directors shall not be less than two (2) and not more than eleven (11). All the Directors of the Company shall be natural persons of at least eighteen (18) years of age.
The Board shall comprise at least one (1) independent director. If a vacancy in the Board results in a non-compliance with this requirement, the vacancy must be filled within three (3) months.
The Independent Director(s) is/are expected to provide independent judgement, experience and objectivity without being subordinated to operational considerations as well as to ensure that the interests of all shareholders are protected, and that the relevant issues are subjected to objective and impartial consideration by the Board.
The tenure of an Independent Director shall not exceed a cumulative term of nine (9) years, unless subject to the recommendation of the Board (based on assessment), shareholders’ approval on an annual basis for the said Independent Director to continue to serve the Company as an Independent Director after the said nine (9) years has been obtained via a two-tier voting process. The tenure of an independent director of the Company shall not exceed a cumulative term of twelve (12) years.
The composition and size of the Board shall be the Board periodically to ensure the Board is of an appropriate range and balance of skills, experiences, independence, background of the Board and diversity (including diversity in age, ethnicity, cultural background and gender).
3.2 Appointment and Re‐election
The Board has the power under the Company’s Constitution to appoint a director from time to time either to fill a casual vacancy or as an additional director. Any director so appointed shall hold office only until the next following Annual General Meeting (“AGM”) and shall then be eligible for re-election at the AGM.
The selection and appointment of a new member to the Board is made only with the recommendation from the Board based on his/her merits and potential contribution which he/she brings to the Board having due regard to the benefit of diversity and the depth of experience of the Board.
Further, the Company’s Constitution provides that an election of Directors shall take place each year at the AGM of the Company where one-third (1/3) of the Directors for the time being, or, if their number is a multiple of three (3), then the number nearest to one-third shall retire from office and be eligible for re-election PROVIDED ALWAYS that all Directors shall retire from office once at least in each three (3) years and shall be eligible for re-election. A retiring Director shall retain office until the close of the meeting at which he retires.
The Board shall conduct an annual assessment of the performance of each Director. The result of the review will be taken into account by the Board in determining its assessment of the Directors to stand for re-election at the next AGM.
3.3 Independence of Director
The Board shall assess the independence of each existing independent director annually by taking into consideration their disclosed interests and having regard to the criteria for assessing the independence of director under the annual Board Assessment. The Board shall focus beyond the independent director’s background, economic and family relationships and consider whether the independent director can continue to bring independent and objective judgment to board deliberations.
A Director is considered to be independent if the Director satisfies the criteria for independence as prescribed in Paragraph 1.01 and Practice Note 13 of the Main Market Listing Requirements
(“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and where the Director is independent of management and free from any business or other relationship that could materially interfere with the exercise of independent judgement or the ability to act in the best interest of the Company.
The Independent Directors are to ensure that the interests of all shareholders are taken into account by the Board and the relevant issues deliberated are subjected to impartial consideration by the Board.
3.4 Other Directorships
Save for any directorship to any oil and gas companies and/or companies providing similar products and services, where the Board’s prior consent is required, a director may accept outside appointments to other public companies’ boards. Such director must notify the Board before accepting any new directorship and provide an indication of time expected to be spent on the new appointment.
3.5 Board’s Role
The Board plays an important role in the stewardship of the Company’s direction and operations. It focuses mainly on strategies and oversight on the Group’s financial performance and critical business issues. The Board is supported by the Executive Directors and the Management, whose responsibilities are to implement the Group’s business plans and strategies and manage the operations of the Group, subject to the appropriate authority limits as approved by the Board. The Board is the ultimate decision‐making body of the Group, with the exception of matters requiring shareholders’ approval.
The Board assumes, amongst others, leadership, due care and fiduciary duties under the Companies Act 2016 and applicable laws, and the following principal duties and responsibilities:‐
- (i) reviewing and if thought fit, approving the Management’s strategic action plans including setting performance objectives and policies which have long term value creation and include strategies on environmental and social consideration underpinning sustainability;
- (ii) monitoring the implementation of the strategic action plans by the Management on a regular basis;
- (iii) overseeing the conduct of the business of the Group and monitoring whether the businesses are being properly managed in line with the Group’s policies and procedures as well as any relevant rules and regulations;
- (iv) promoting good corporate governance culture within the Group which reinforces ethical, integrity, prudence and professional behaviour;
- (v) overseeing and reviewing the risk management systems of the Group, including the management of principal risks affecting the Group’s businesses, setting the appropriate risk appetite for the risk management framework as well as monitoring significant financial and non-financial risks affecting the Group.;
- (vi) reviewing the adequacy and the integrity of the internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines and to ensure the implementation of appropriate internal controls and mitigation measures;
- (vii) establishing a succession plan, including the appointment of senior management and to provide them with appropriate guidance as and when needed;
- (viii) evaluating and fixing the remuneration of the Managing Director and Key Senior Management of the Group;
- (ix) monitoring and reviewing the Group’s policy and procedures for effective communication with its stakeholders, including having an effective investor relations programme and shareholders communication;
- (x) overseeing and monitoring the policies and processes relating to quality, safety & health, environmental and the compliance with relevant laws and regulations relating to work health and safety; and
- (xi) establishing appropriate ethical standards and behaviour and an appropriate code of conduct and integrity for adherence by the Directors, Management and employees at all times.
The Board may, subject to their responsibilities, from time to time delegate specific functions to a Board Committee, a Director, employee or any other person to assist them in the discharge of their duties and responsibilities, as and when required.
Matters Reserved for the Board
The following are matters which are specifically reserved for the Board’s approval which include, amongst others, reviewing and approving the following:‐
- (i) strategic action plans, annual business plans and financial budget prepared by the Management;
- (ii) material investments, material divestments, mergers and acquisitions, new ventures and corporate restructuring;
- (iii) material acquisitions and disposals of undertakings and properties, including major capital expenditure and capital management;
- (iv) issuance corporate guarantees and parental guarantees by the Group
- (v) approve the Management structure and the threshold/authority limits delegated to the
- Management for day-to day business operations.;
- (vi) annual financial statements and interim financial results prior to release to Bursa
- Malaysia Securities Berhad (“Bursa Malaysia”);
- (vii) appointment, resignation/termination of directors, including the Managing Director;
- (viii) any related party transactions;
- (ix) internal and external audit plans;
- (x) interim dividends and recommendation of final dividend for shareholders’ approval;
- (xi) establishment of board committee and delegation of authorities to such committee to
- carry out certain functions and responsibilities on behalf of the Board; ; and
- (xii) any other matters that the Board may deem necessary from time to time.
3.6 Positions of Chairman and the Managing Director
The position of the Chairman of the Board and the Managing Director shall be assumed by different persons with a clear division of power and responsibilities to ensure a balance of power and authority as well as a clear demarcation of power between strategy and policy making process and the day-to-day management of the Company.
The Chairman is primarily responsible for ensuring the Board’s effectiveness and conduct as well as facilitating constructive deliberation of all matters presented to the Board.
The Chairman is responsible for the implementation of corporate and business strategies for the Group and managing the day‐ to‐day operations of the Group.
The key roles and accountabilities of the Chairman, amongst others, are as follows:‐
- (i) the Chairman shall preside at all Board and general meetings unless he/she so delegates;
- (ii) to lead the Board in establishing and maintaining good corporate governance practices
- in the Group;
- (iii) to lead the Board in developing corporate strategies for the Group;
- (iv) to facilitate the constructive and effective contribution from all Directors at Board
- (v) to promote constructive and respectful relations amongst Directors, and between the
- Board and Management;
- (vi) to manage the boardroom dynamics by promoting a culture of openness and debate;
- (vii) to set the board meeting agenda and ensuring the Board members receive complete and
- accurate information in a timely manner to facilitate deliberation and decision‐making;
- (viii) to represent the Company at shareholders’ meetings and promote an effective
- communication between the Company and shareholders and all stakeholders; and
- (ix) to oversee the annual evaluation of performance of the Board, Board Committees and individual directors as well as to discuss the performance and assessment with the individual director concerned and the chairmen of the respective Board
The Managing Director has the overall responsibility for the business and operation units, organisational effectiveness and implementation of the Board’s policies, strategic plans and decisions. The key roles and accountabilities of the Managing Director, amongst others, are as follows:‐
- (i) to develop and implement corporate and business strategies for the Group;
- (ii) to develop and implement long term and short term business plans to achieve the Group’s objectives in terms of growth and profitability aimed at building sustainable value for shareholders and stakeholders;
- (iii) to and co-ordinate the business plans and strategies and supervise the respective heads of business and operation units and divisions to ensure the same are implemented effectively;
- (iv) to ensure the efficiency and effectiveness of the operations, and adequacy of internal controls as well as risk management systems of the Group;
- (v) to keep the Board fully informed of all important aspects of the Group’s operations on a timely, accurate and regular basis;
- (vi) to communicate effectively the Company’s vision, mission, core value as well as management philosophy and strategic action plans to the employees.
- (vii) to assess any business opportunities and investments with potential benefits and within the Group’s objectives.
- (viii) to maintain good relationship with employees and to provide a healthy and safe working environment for the employees.
- (ix) to ensure the Group complies with relevant laws and regulations; and any other duties and responsibilities as may be delegated by the Board.
3.7 Board Committee
The Board may from time to time establish a committee as it considers appropriate to assist the Board in discharging its duties and responsibilities. The Board Committees shall operate within the defined roles and responsibilities as set out in their terms of reference as approved by the Board. The chairman of the respective Board Committee reports/updates the Board on the outcome of the Board Committee meetings and the minutes of every Board Committee’s meetings shall be escalated to the Board for notation.
3.8 Board Meetings
The Board shall meet at least two (2) times a year, with additional Board meetings to be convened as and when necessary. The quorum necessary for the transaction of any business deliberated at a Board Meeting shall be two (2).
The Chairman of a Board Meeting shall have a second or casting vote unless where only two (2) Directors who form a quorum are present or at which only two (2) Directors are competent to vote in the question at issue, the Chairman shall not have a casting vote.
The Board members shall be provided with the meeting agenda and meeting papers on financial performance, business progress reports, corporate development, regulatory updates, business development, audit reports, risk management reports and material updates with accompanying notes and explanations to be provided to the Board members on a timely basis and before the Board meeting to ensure the Board members are well informed and have sufficient time to review the same as well as to seek additional information, clarification and advice, if required.
The Board may invite Senior Management, Company’s auditors and any other external advisors to attend the Board meeting, where necessary, to furnish the Board with the information, clarification and advice needed to assist the Board for deliberation and any decision making.
3.9 Directors’ Remuneration
The Board will determine the level of remuneration paid to directors. The remuneration package, which consists of salary, allowance, employers’ contribution, bonus, incentive and/or other benefits may be accorded to the executive directors. The package is structured to reward the executive directors based on corporate and individual performance with close links to the Group’s operational and financial performance.
Fees payable to non‐executive directors shall be remunerated by a fee for their positions in the Board and Board Committee (if any) and meeting attendance allowances (if applicable). The non‐executive directors who holds the Chairman position in each board committee shall be remunerated with a higher fee as compared to the other non‐executive directors.
3.10 Directors’ Training & Continuing Education
All new directors shall be provided with the orientation and education programme. In addition to the Mandatory Accreditation Programme as required by Bursa Malaysia, Directors shall continue to update their knowledge and enhance their skills through continuing education programmes. The continuous education is essential for the directors to keep abreast with the dynamic environment in which the Group operates and to enable the directors to effectively discharge their duties and hold active participation in Board deliberations. The Board and each director shall assess the training needs of the directors and oneself respectively from time to time.
The Board shall assess and evaluate the training needs of its Directors on a continuous basis and the Company Secretaries shall assist by organising internal or external training, seminar, workshop and briefing for the Board.
4.0 INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION
The Board recognises the importance of having good and effective communication with the shareholders, investors and the general public, to ensure they have access to the information disclosed by the Company and to ensure the shareholders are well informed of all material developments and matters affecting the Group. The Board shall strive to maintain high standards of transparency and accountability in its communication to shareholders, as well as to potential investors, analysts and other stakeholders.
The following shall be established and implemented by the Company towards creating an effective communication with the shareholders, investors and the general public:
- (i) convening Annual General Meetings (“AGM”) of the Company serving as principal forums of communication with its shareholders during which the shareholders are encouraged to participate in the question and answer session as well as to provide constructive feedback. Extraordinary General Meetings (“EGM”) may also be held during the year for any material transactions requiring shareholders’ approval;
- (ii) holding press conference after AGM or EGM of the Company, where necessary;
- (iii) releasing financial results and other corporate announcements to Bursa Securities to provide the shareholders and the investing public with timely information of the Group’s performance and operations and material information affecting the Group;
- (iv) maintaining regular communication between the Company and its shareholders, investors and the media via the Group’s corporate communication and investor relations activities;
- (v) conducting regular briefings with financial analysts and fund managers from time to time as a means of maintaining and improving investor relationship;
- (vi) providing up-to-date information on investor relations via the Company’s website; and
- (vi) participating in investors road shows/conferences held in Malaysia and overseas, where applicable.
5.0 RISK MANAGEMENT AND INTERNAL CONTROLS
The Board is responsible for the total process of risk management and maintaining an adequate and effective system of internal controls.
The Board must ensure that appropriate risk management and internal controls framework and processes are in place to continuously identify, assess, evaluate, treat/mitigate as well as monitor and report potential risks and weaknesses in internal controls that might affect the Group’s operations.
6.0 ACCESS TO INFORMATION AND INDEPENDENT ADVICE
All directors, whether as a Board or in their individual capacity are entitled to request and receive additional information/advice as they consider necessary and reasonable to enable them to make informed and independent decisions, including but not limited to obtaining:
- (i) full and unrestricted access to any information pertaining to the Group;
- (ii) full and unrestricted access to the advice and services of the Company Secretaries and Management; and
- (iii) professional independent advice, at the Company’s expense.
7.0 COMPANY SECRETARIES
The Company Secretaries play an important advisory and compliance role, and is a source of information and advice to the Board and Board Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company and the Group. The Board has direct and unrestricted access to the advice and services of the Company Secretaries. The appointment of the Company Secretary is decided by the Board.
8.0 FINANCIAL REPORTING & EXTERNAL AUDITORS
The Board aims to provide and present a balanced and meaningful assessment of the Group’s financial performance and prospects, primarily through the annual audited financial statements, interim financial results to shareholders and other stakeholders of the Company.
The annual audited financial statements are prepared so as to give a true and fair view of the state of affairs of the Group and the Company in accordance with the Companies Act, 2016 and approved accounting standards in Malaysia.
The Board has established a transparent and appropriate relationship with the Groups’ external auditors in seeking professional assurance in respect of the financial statements of the Group and the Company in compliance with the accounting standards in Malaysia.
The Board shall review the scope and results of the audit and its cost effectiveness as well as the independence and objectivity of the external auditors throughout the conduct of the audit engagement in accordance with the requirements of all relevant professional and regulatory bodies.
The appointment of the external auditors is subject to the shareholders’ approval at the general meeting of the Company. The external auditors have to retire during the Annual General Meeting of the Company every year and their re-appointment must be approved by the shareholders for the ensuing year.
9.0 POLICY STATEMENT ON HEALTH, SAFETY & ENVIRONMENT
The Board Charter should be read in conjunction with Group’s Policy Statement on Health, Safety & Environment and Policy Statement on Drug, Alcohol & Substance Abuse which provide each director and employee with a safe and healthy work environment and ensures that the Group:‐
- (i) prevents all injurious, workplace accidents and occupational illnesses;
- (ii) work with zero damage to assets and the environment;
- (iii) creates a safe and healthy work place;
- (iv) creates a culture of safe, healthy and environmentally friendly work practices; and
- (v) subscribes to a working environment free of drug and substance abuse, alcohol and
10. REVIEW OF THE BOARD CHARTER
The Board Charter has been approved by the Board and adopted by the Company on 11 August 2022. Any subsequent amendments to the Board Charter are subject to the approval by the Board.
The Board Charter will be periodically reviewed by the Board and updated as and when deemed necessary and upon any new regulations that may have an impact on the discharge of the Board’s roles and responsibilities.