Overview

Board Charter

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INTRODUCTION

The Board Charter (“Charter”) sets out the standards and principles governing each Directors and together as a Board, duties and responsibilities, Board processes and protocols in accordance with the authority and duties conferred by the Constitution of the Company along with the provisions of the Companies Act 2016, Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), Guidelines on Conduct of Directors of Listed Issuers and Their Subsidiaries issued by Securities Commission of Malaysia Guidelines and the principles set out in the Malaysian Code on Corporate Governance (“MCCG”).

PURPOSE

The Board Charter serve as a guide to individual Board members and the Board of KPS Berhad as a whole regarding their duties and responsibilities to perform their duties with integrity, honesty and in a professional manner in the interest of the Company which include its shareholders and its broader stakeholders.

The Charter also serve as a source reference and primary induction literature, providing insights to existing and prospective Board members to assist the Board in the performance of their fiduciary duties as Directors of KPS Berhad.

SCOPE

The Board Charter provides an overview of the following:

  • The delineation of the duties, responsibilities and powers of the Chairman of Board and its Directors and Managing Director/ Group Chief Executive Officer (“MD/GCEO”) of the Company.
  • Delegation of authority by the Board to individual directors and its committees in assisting the Board to execute its duties and responsibilities.
  • Matters reserved for consideration and approval by the Board.
  • The Board’s operating procedures and practices for Board effectiveness.

GUIDING PRINCIPLES

The Board Charter is guided by the Constitution of the Company and is subject to the relevant provisions of the CA2016, MMLR of Bursa Securities, MCCG and any other applicable law or regulatory requirements.

ASPECTS

The Charter outlines the following key areas of the Directors’ roles and responsibilities, powers, authorities, governance structure and internal regulations of the Board of Directors which specifically reserves for itself and those which it delegates to Management as well as the various Board Committees of KPS Berhad:

  • The Board
    • Roles and Responsibilities
    • Composition, Board Balance and Diversity
    • Independence
    • Board Committees
    • Separation of Function between Chairman and MD/GCEO
    • Senior Independent Director
    • Roles & Responsibilities of Board Representative from Holding Board
    • Appointment
    • Re-election/Re-appointment
    • Disqualification or Vacation of Office
    • Supply of Information
  • Remuneration of Directors
  • Board Meetings
  • Annual Board Evaluation
  • Directors Training and Development
  • Conflict of Interest and Transactions involving Directors
  • Code of Conduct and Ethnics for Directors
  • Whistleblowing Policy & Guidelines
  • Company’s Auditors
  • Internal Controls and Risk Management
  • General Meetings
  • Investor Relations and Stakeholders Communication
  • Company Secretary
  • Review