Board Charter
1. Introduction
The Board of Directors ("the Board") of WCT Holdings Berhad ("WCT" of "the Company") is primarily responsible for the business and affairs of the Company and strongly believes that good corporate governance is vital to sustain its value and enhancing business integrity apart from maintaining confidence of shareholders/investors in WCT Group achieving its corporate objectives and vision.
The 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 WCT Group.
This Board Charter is to promote a high standard of corporate governance within WCT Group and to ensure the Board is aware of their roles and responsibilities as well as the principles of good corporate governance and practices adopted in accordance with applicable laws in Malaysia when they are acting on behalf of the Company.
In addition, the Board Charter also serves as a primary source of reference and induction literature for the Board as well as to assist the Board in the assessment of its own performance and that of its individual director.
The Board of Directors ("the Board") of WCT Holdings Berhad ("WCT" of "the Company") is primarily responsible for the business and affairs of the Company and strongly believes that good corporate governance is vital to sustain its value and enhancing business integrity apart from maintaining confidence of shareholders/investors in WCT Group achieving its corporate objectives and vision.
The 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 WCT Group.
This Board Charter is to promote a high standard of corporate governance within WCT Group and to ensure the Board is aware of their roles and responsibilities as well as the principles of good corporate governance and practices adopted in accordance with applicable laws in Malaysia when they are acting on behalf of the Company.
In addition, the Board Charter also serves as a primary source of reference and induction literature for the Board as well as to assist the Board in the assessment of its own performance and that of its individual director.
2. The Board
Composition
The Board shall be of a size and composition with a diverse set of skills, knowledge, professional experiences and backgrounds so as to effectively discharge the Board's roles and responsibilities for the benefit of the Company and its business.
The selection and appointment of a new member to the Board is made only with the recommendation from the Nomination & Remuneration Committee after considering the required mix of skills, knowledge and professional experience which the directors should bring to the Board irrespective of gender.
The position of the Chairman 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 Board must ensure that at least two (2) or one-third (1/3) of its board members (whichever is higher) are Independent Directors. If a vacancy in the Board results in a non-compliance with this requirement, the vacancy must be filled within three (3) months.
A Senior Independent Director shall be appointed to act as a designated contact person to attend to any query or concern raised by the shareholders or stakeholders.
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' approve 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.
Appointment and Re-election
The Articles of Association ("AA") of the Company provides that the number of directors of the Company shall not be less than three (3) and not more than twenty (20). The Board has the power under the AA 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 Company's AA requires that the number of directors nearest to, but not greater than one-third (1/3) shall retire by rotation each year and being eligible, may offer themselves for re-election at the AGM. In addition, all the directors are required to retire from office once at least every three (3) years but shall be eligible for re-election.
A director who is subject to retire from office by rotation but does not offer himself for re-election shall retire at the conclusion of the AGM.
Independence of Directors
The Board shall review and assess the independence of each existing Independent Director of the Company annually, prior to his/her appointment for new appointment and when any new interest or relationship develops between the Independent Director and the Company.
A Director is considered to be independent if the Director satisfies the criteria list for independence 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.
New Directorship
Pursuant to the MMLR of Bursa Securities, the Directors of the Company must not hold more than five (5) directorships in public listed companies.
The members of the Board shall notify the Chairman before accepting any new directorship and shall include an indication of time that will be spent on the new appointment. The Chairman shall also notify the Board before he accepts any new directorship in other public listed company.
3. Role of the Board
The Board plays an important role in the stewardship of the Company’s direction and operations. It focuses mainly on strategies, financial performance and critical business issues. The Board is supported by the Executive Directors and the Management, whose responsibility is to implement WCT Group's strategy and manage the operation of the Group, subject to an agreed authority limit.
The principal roles and responsibilities of the Board are as follows:
| (a) | To review and if thought fit, adopt the Group strategic action plans which promote sustainability. |
| (b) | To monitor the implementation of the strategic action plans and policy by the Management. |
| (c) | To oversee the conduct of WCT Group's businesses and to evaluate whether the businesses are being properly managed. |
| (d) | To identify principal risks of WCT Group and to ensure the implementation of appropriate internal controls and mitigation measures. |
| (e) | To implement a succession plan, including the appointment of senior management and to provide them training as and when needed. |
| (f) | To develop and implement a Corporate Disclosure Policy and Procedures for the Company. |
| (g) | To monitor and review the management processes aimed at ensuring the integrity of financial and non-financial reporting with the guidance of the Audit Committee. |
| (h) | To monitor and review the policies and processes relating to quality, safety & health, environmental and the compliance with relevant laws and regulations. |
| (i) | To establish appropriate ethical standards and behaviour and an appropriate code of conduct and to ensure these are adhered to 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 which are specifically reserved for the Board's deliberation and decision making, amongst others, include the following:
| (a) | To approve strategic action plans, annual business plans and budget. |
| (b) | To approve material acquisitions and material disposals of WCT Group's undertaking and assets. |
| (c) | To approve new investments, divestments, mergers and acquisitions, corporate restructurings, joint ventures and strategic alliances. |
| (d) | To approve the Management structure and the threshold/authority limit delegated to the Management for day-to day business operation. |
| (e) | To approve the appointment, resignation/termination of directors, company secretaries and other senior management position. |
| (f) | To approve related party transactions. |
| (g) | To approve the interim dividend and the recommendation of final dividend for shareholders' approval. |
| (h) | To establish board committee and delegation of authorities. |
| (i) | To approve the major capital expenditure and capital management. |
| (j) | To approve the annual financial statements and quarterly financial statements prior to the release to Bursa Securities. |
| (k) | Any other matters that the Board may deem necessary from time to time. |
4. Role of the Chairman
The Chairman, who shall be appointed by the Board, must be a non-executive member of the Board and is primarily responsible for ensuring the Board's effectiveness and conduct as well as facilitating constructive deliberation of all matters presented.
The responsibilities of the Chairman are as follows:
| (a) | As a leader of the Board. |
| (b) | To maintain constructive and respectful relationships between the Directors and between the Board and the Management. |
| (c) | To act as a spokesperson for the Board and the Company. |
| (d) | To represent the Company at shareholders' meetings and to ensure an effective communication between the Company and the shareholders and stakeholders. |
| (e) | To manage the boardroom dynamics by promoting a culture of openness and debate. |
| (f) | 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 chairman of the respective Board Committees. |
| (g) | To facilitate the constructive and effective contributions from all the Directors at the Board meeting. |
5. Managing Director
The Managing Director has an overall responsibility for the operation units, organisational effectiveness and implementation of the Board's policies and decisions.
The responsibilities of the Managing Director, amongst others, include the following:
| (a) | To develop and implement the policies and strategic action plans for WCT Group. |
| (b) | To develop and implement long term and short term business plans to achieve WCT Group's objectives in terms of growth and profitability aimed at building sustainable value for shareholders and stakeholders. |
| (c) | To co-ordinate the business plans and strategies with the respective head of business units and division to ensure the same are implemented effectively. |
| (d) | To communicate effectively the Company's vision, mission, core value as well as management philosophy and strategic action plans to the employees. |
| (e) | To assess any business opportunities and investments with potential benefits and within the Group's objectives. |
| (f) | To keep the Board informed of important and material developments/matters relating to the Group's business operation on an accurate and timely basis. |
| (g) | To maintain good relationship with employees and to provide a healthy and safe working environment for the employees. |
| (h) | To ensure the Company and the Board complies with relevant laws and regulations. |
The Managing Director may delegate specific functions to the Deputy Managing Director and Executive Directors to assists him in discharging his duties and responsibilities.
6. Board Committees
The Board may from time to time establish a committee as it considers appropriate to assist the Board in discharge its duties and responsibilities.
The Committees shall operate within the defined roles and responsibilities as set out in the terms of reference of each Committee as approved by the Board. The minutes of every Board Committee's meetings shall be escalated to the Board for notation.
The Board has established the following Board Committees with written terms of reference to assist the Board in furtherance of its duties:-
Audit Committee
The Audit Committee of the Company comprises entirely Independent Non-Executive Directors which meets the requirements of the MMLR of Bursa Securities that all audit committee members (comprising at least 3 members) must be non-executive directors with a majority of them being independent directors. The Audit Committee of the Company also meets the further requirement of MMLR of Bursa Securities that one of the members must be a qualified accountant.
The Audit Committee is to assist the Board in fulfilling its responsibilities relating to WCT Group's financial reporting and internal control systems. The Audit Committee reviews the annual financial statements, quarterly financial results, audit reports, and the related party transactions.
Nomination and Remuneration Committee ("NRC")
The NRC comprises entirely Independent Non-Executive Directors which meets the requirements of the MMLR of Bursa Securities that a nominating committee shall comprise exclusively of non-executive directors, a majority of whom must be independent.
The NRC is to assist the Board in identifying and to recommend for the Board's approval new appointments and/or re-elections of Directors, review the terms of employment and propose remuneration for Directors as well as the required mix of skills, experience and background of the Directors.
The NRC also assesses the effectiveness of the Board as a whole, the Board Committees as well as the performance of each individual Director.
Option Committee
The Option Committee comprises the Managing Director, Deputy Managing Director and an Independent Non-Executive Director, who is also the Chairman of the Committee.
The Option Committee is responsible for administering the Company's Employees' Share Options Scheme (2013/2023) ("Scheme") in accordance with the objectives and regulations thereof and to determine the eligibility, option offers, option allocations and attend to such other matters as may be required subject to the Scheme's Bye-Laws.
7. Board Meetings
The Board shall meet at least four (4) times a year with additional meetings to be convened and held as necessary.
The quorum necessary for the transaction of the business in a Board Meeting shall be two (2). The Chairman of a Board Meeting at which 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, shall not have a casting vote.
The meeting papers with accompanying notes and explanations shall 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 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 any decision making.
8. Access to information and Independent Professional Advice
All the Directors are, whether as a full board or in their individual capacity, 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 WCT Group; |
| (ii) | full and unrestricted access to the advice and services of the Company Secretaries; and |
| (iii) | Professional independent advice, at the Company's expense. |
9. Directors' Training and Continuing Education
In addition to the Mandatory Accreditation Programme as required by Bursa Securities, the Board shall continue to undergo other appropriate training programmes to further enhance their professional skills and knowledge as directors of a public listed company and to keep abreast with regulatory changes and new development within the Group's business environment in furtherance of their duties.
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.
10. Directors' Remuneration
The Company has a Group’s Remuneration Policy the objective of which is to attract and retain Directors who are required to lead WCT Group effectively. Generally, the remuneration of each Director reflects the level of responsibility and commitment that goes with his Board and/or Board Committee memberships.
As for Executive Directors, the Group aims to strike a balance between a level of remuneration which is sufficient to act as an incentive to the Executive Directors while at the same time challenging them to drive the growth of the Group’s business and to maximize the return to shareholders. There are three (3) components to the Executive Directors’ remuneration:-
The Company has a Group’s Remuneration Policy the objective of which is to attract and retain Directors who are required to lead WCT Group effectively. Generally, the remuneration of each Director reflects the level of responsibility and commitment that goes with his Board and/or Board Committee memberships.
As for Executive Directors, the Group aims to strike a balance between a level of remuneration which is sufficient to act as an incentive to the Executive Directors while at the same time challenging them to drive the growth of the Group’s business and to maximize the return to shareholders. There are three (3) components to the Executive Directors’ remuneration:-
| (a) | Basic salary and benefits; |
| (b) | Annual bonus which is a percentage of salary and is linked to individual and corporate performance; and |
| (c) | Long-term incentives. |
Generally, salaries are established in accordance with each Executive Director’s level of responsibility and experience, having taken into account the remuneration and employment conditions of the industries within which the Company has business interests. Long-term incentives are implemented through share-based schemes to align the Executive Directors’ interest more closely to those of the shareholders.
The NRC shall review and recommend to the Board to table for shareholders' approval, the Directors’ fees. In addition, the Company reimburses reasonable expenses incurred by these Directors in the course of discharging their duties as Directors. Besides meeting attendance allowance, Independent Non-Executive Directors who are members of Board Committees are also paid committee fees.
11. Code of Ethics and Conduct
The Board observes the Code of Ethics of the Malaysian Companies Act, 1965 and the Code of Ethics for the Company Director issued by the Companies Commission of Malaysia (“Regulatory Code of Ethics”).
The Regulatory Code of Ethics provides the ground rules and guidance for proper standard of conduct and ethical behaviour for the Board, based on the principles of sincerity, integrity, responsibility and corporate social responsibility.
WCT Group has adopted a standard minimum Code of Conduct and Ethics (“WCT Code of Ethics”) relating to its business operations for all its employees. New Employees are briefed on the WCT Code of Conduct upon joining and are required to acknowledge in writing their acceptance and understanding thereof.
12. Disclosure of Interest/Conflict of Interest
Directors shall disclose their shareholdings and interest in the Company and its Group as well as interest in any contract or proposed contract in accordance with the relevant requirements of the Malaysian Companies Act, 1965, the Company's AA and the MMLR of Bursa Securities.
Every director who is interested directly or indirectly in any contract or arrangement or proposed contract or arrangement shall declare his interest to the Board as soon as he becomes aware of such contract or arrangement and such director shall not participate in deliberations concerning such contract or arrangement nor shall he cast his vote in respect of any matter arising therefrom. The declaration made by the Director will be recorded in the Minutes of the Board Meeting.
13. Financial Reporting
The Board aims to provide and present a balanced and meaningful assessment of WCT Group's financial performance and prospect, primarily through the annual financial statements, quarterly announcements of results to shareholders as well as the Chairman's statement and review of operations in an Annual Report.
The Board ensures that the 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 Malaysian Companies Act, 1965 and approved accounting standards in Malaysia.
The Board is assisted by the Audit Committee in overseeing the Group’s financial reporting processes and the quality of its financial reporting.
14. External Auditors
The Board has established a transparent and appropriate relationship with the Groups' external auditors in seeking professional advice and ensuring compliance with the accounting standards in Malaysia.
The Audit Committee review the scope and results of the audit and its cost effectiveness as well as the independence and objectivity of the external auditors and shall obtain a written confirmation from the external auditors confirming they are, and have been, independent throughout the conduct of the audit engagement in accordance with the requirements of all relevant professional and regulatory bodies.
The Board shall ensure that the external auditors do not supply a substantial volume of non-audit services to the Group.
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.
15. Investor Relations and Shareholder Communication
The Board recognises the importance of having good and effective communication with the shareholders, potential investors and the public, to ensure they have full access to the information disclosed by the Company and to ensure the shareholders are well informed of all material developments and matters affecting WCT Group.
The following have been established and implemented by the Company towards having effective communication with the shareholders and investors:
| (a) | Annual General Meeting ("AGM") of the Company is the principal forum 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. |
| (b) | To have press conference after AGM or Extraordinary General Meeting of the Company. |
| (c) | Timely release of all corporate announcements and financial results to Bursa Securities to provide the shareholders and the investing public with an overview of the Group's performance and operations. |
| (d) | The Company's Corporate Communication and Investor Relations Department, which provides the avenue for two-way communication between WCT Group and its shareholders, investors and the media. |
| (e) | To conduct regular briefings with financial analysts and fund managers from time to time as a means of maintaining and improving investor relationship. Additional engagement with the financial analysts and fund managers may be held via teleconferencing. |
| (f) | To ensure at least two (2) analyst briefings are held each year, usually to coincide with the release of the Group's half-year and year-end financial results to explain the results achieved and the Group's strategic business plans with the aim of fostering better understanding of the Group's objectives. |
| (g) | The Group's website (www.wct.com.my), which has a section dedicated to investor relations and provides up-to-date information on the Group's business and operations. |
| (h) | To participate in investors road shows/conferences held in Malaysia and overseas countries. |
The Company is at all times mindful of the legal and regulatory framework governing the release and dissemination of information to its shareholders, investors and other stakeholders.
16. Review of the Board Charter
This Board Charter has been adopted by the Board and shall be reviewed and updated periodically by the Board as required.
This Board Charter is made available for reference in the Company's website at www.wct.com.my.
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