Corporate Governance
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| Hits: 4403Terms of Reference of the Audit Committee
A. Objectives
The Audit Committee (“the Committee”) of S & F Capital Berhad (formerly known as Leweko Resources Berhad) (“the Company”) was formed by the Board of Directors (“Board”) of the Company. Its primary function, is to assist the Board in fulfilling its fiduciary duties and to provide the following oversight objectives on the activities of the Company and its subsidiaries (“the Group”): -
> oversee financial reporting; and
> evaluate the internal and external audit processes, including issues pertaining to the system of internal control and risk management within the Group.
B. Composition
1. The Committee shall be appointed by the Board from amongst themselves and shall consist of at least three (3) members. All the Committee members must be Non-Executive Directors with a majority of them being Independent Directors.
2. All members of the Committee should be financially literate and they should undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules.
3. At least one (1) member of the Committee: -
i. must be a member of the Malaysian Institute of Accountants; or
ii. if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working experience and –
- he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or
- he must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1976; or
4. The members of the Committee shall elect a Chairman among themselves who is an Independent Director. The Chairman shall not be the Chairman of the Board.
5. No alternate Director shall be appointed as member of the Committee.
6. No former key audit partner shall be appointed as a member of the Committee before observing a cooling-off period of at least two (2) years.
7. The term of office and performance of the Committee and each of its members shall be reviewed by the Nomination Committee annually to determine whether the Committee and its members have carried out their duties in accordance with their terms of reference.
C. Procedure of Committee Meetings
1. Frequency of Meeting
At least four (4) meetings are held in a year. However, meetings are also held as and when required or upon the request of any Committee member, the Managing Director or the external or internal auditors.
The Committee shall meet at least once during the financial year with the external auditors and the internal auditors without the presence of any executive Board members, Management or employees.
2. Venue and Participation
The Committee meeting may be held at two (2) or more venues within or outside Malaysia using any technology that enable the Committee members as a whole to participate for the entire duration of the meeting, and that all information and documents for the meeting must be made available to all members prior to or at the meeting.
3. Notice
Except in the case of emergency, the notice of the Committee meetings and meeting materials shall be circulated at least five (5) business days before each meeting to members of the Committee. The notice of every meeting shall be given in writing and the notice of each meeting shall be served to the members either personally or by fax or e-mail or by post or by courier to his/her address as appearing in the Register of Directors or to the address provided by the Committee member, as the case may be
4. Quorum
The quorum for the meeting of the Committee shall be two (2) members, the majority of whom must be Independent Directors. If at any meeting, the Chairman of the Committee is not present within fifteen (15) minutes of the time appointed for holding the same, the members of the Committee present shall choose one of their number who shall be an Independent Non-Executive Director to be Chairman of such meeting.
5. Attendance
The presence of external auditors and internal auditors at any meeting of the Committee can be requested if required by the Committee.
The Committee may, as and when deemed necessary, invite other Board members and Senior Management members to attend the meetings.
6. Voting
A resolution put to the vote of the meeting shall be decided on a show of hands. In the case of an equality of votes, the Chairman shall be entitled to a second or casting vote (except where 2 members form the quorum).
7. Keeping and Inspection of Minutes
The Company shall cause minutes of all proceedings of the Committee to be entered in books kept for that purpose.
Those minutes to be signed by the Chairman of the Committee Meeting at which the proceedings were had or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates.
The books containing the minutes of proceedings of the Committee Meeting shall be kept at the Registered Office or any other place as may be determined by the Board and shall be opened to the inspection of any members of the Board or the Committee members.
D. Circular Resolution
The Committee is also allowed to carry out their resolutions by way of written resolutions. A resolution in writing signed or approved via letter, facsimile, email or any other electronic means by all the Committee members shall be effective for all purposes as a resolution passed at a meeting of the Committee duly convened, held and constituted. Any such resolution may be contained in a single document or may consist of several documents all in the like form signed by one or more members.
E. Secretary
The Company Secretary of the Company or such substitute as appointed by the Directors or the Committee from time to time shall act as the Secretary of the Committee.
F. Power and Authority of the Committee
The Committee shall in accordance with the procedure determined by the Board and at the cost of the Company: -
(a) have authority to investigate any matter within the terms of reference;
(b) have the resources which the Committee requires to perform its duties;
(c) have full and unrestricted access to any information which the Committee requires in the course of performing its duties;
(d) have direct communication channels with the external auditors and internal auditors;
(e) be able to obtain independent professional or other advice in the performance of its duties at the cost of the Company; and
(f) be able to convene meetings with the external auditors, internal auditors or both without the attendance of other directors and employees of the Company, whenever deemed necessary.
Where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Main Market Listing Requirements of the Bursa Securities, the Audit Committee shall promptly report such matter to Bursa Securities.
G. Duties and Responsibilities of the Committee
The following are duties and responsibilities of the Committee: -
(1) Financial reporting and processes
(a) To review the quarterly results and year-end financial statements of the Company, before the approval by the Board, focusing particularly on:
- changes in or implementation of major accounting policies changes;
- significant matters highlighted including financial reporting issues, significant judgements made by management, significant and unusual events or transactions, and how these matters are addressed; and
- compliance with accounting standards and other legal/regulatory requirements.
(b) To review the auditor’s report and the findings of the audit with the external auditor, including but not limited to: -
- a discussion of any significant issues which arose during the audit;
- any accounting and audit judgements;
- the level of errors identified during the audit;
- the basis for the going concern assumption;
- compliance with relevant financial reporting standards and relevant financial and governance reporting requirements;
(c) To review the annual audit plan and ensure that it is consistent with the scope of the audit engagement;
(d) To review the evaluation of the systems of internal control with the external auditors;
(e) To review any management letter sent by the external auditors to the Company and Management’s response to such letter;
(2) Internal Control
(a) To monitor and review on the effectiveness of the Company’s internal financial controls and the timeliness of, and reports on, the effectiveness of corrective or remedial actions taken by Management;
(b) To review and approve the statements to be included in the Annual Report concerning internal controls and risk management
(3) External Auditors
(a) To consider and make recommendations to the Board in relation to the nomination, appointment, re-appointment, resignation or removal of the external auditors, including the review of any letter of resignation from the external auditors;
(b) To establish policies and procedures to assess the suitability and independence of external auditors;
(c) To review or assess the performance of the external auditors on an annual basis;
(d) To establish policies and procedures in governing circumstances for contracts of non-audit services to be entered with external auditors;
(e) To obtain written assurance from the external auditors confirming their independence throughout the conduct of the audit engagement in accordance with relevant professional and regulatory requirements;
(f) To review the assistance and co-operation given by the Company’s officers and Management to the external auditors.
(4) Internal Auditors
(a) To review the adequacy of the scope, functions, competency and resources of the internal audit function and that it has the necessary authority to carry out its work;
(b) To review the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of internal audit function;
(c) To review any appraisal or assessment of the performance of the internal auditors;
(d) To review any letter of resignation from internal auditors and provide the internal auditors an opportunity to submit reasons for resigning;
(e) To review the assistance and co-operation given by the Company’s officer and Management to the internal auditors;
(f) To meet the internal auditors at least once a year, without Management being present to discuss their remit and any issues arising from the internal audits carried out. In addition, the internal auditors shall be given the right of direct access to the Chairman of the Board and the Committee,
(5) Related Party Transactions
To review any related party transactions and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity.
H. Retirement and Resignation of Member of the Committee
Where practical, a member of the Committee who wishes to retire or resign should provide sufficient written notice to the Company so that a replacement may be appointed before he leaves.
In the event of any vacancy in the Committee resulting in the non-compliance with Para 15.09(1) and Para 15.10 of the Main Market Listing Requirements of Bursa Securities, the Company shall fill the vacancy within three (3) months.
I. Reporting
The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
The Committee shall submit an AC Report to shareholders in the Company’s Annual Report.
The Committee shall review its Terms of Reference periodically and may recommend to the Board any changes it considers necessary.
This Terms of Reference was last reviewed on 24 May 2019.
| | Hits: 81263.2 Roles of Individual Directors
3.3 Roles of Independent Directors
3.5 Roles of Group Chief Executive Officer ("CEO")
4. BOARD MEMBERSHIP GUIDELINES
4.3 Nomination and Appointments
4.5 Tenure of Independent Director
4.6 Time commitment of for accepting new directorships
5.1 Directors’ Assessment / Board Evaluation
5.2 Directors’ Training and Development
7. ACCESS TO INFORMATION AND INDEPENDENT ADVICE
10. REVIEW
Board Charter
1. INTRODUCTION
The Board of Directors (“Board”) of S & F Capital Berhad (“S&F Cap” or “the Company”) recognizes Corporate Governance as being vital and important to the success of S&F Cap and its Group of Companies’ (“Group”) businesses and is committed to applying the principles necessary to ensure that the principles of good governance are practiced in all of its business dealings in respect of its shareholders and relevant stakeholders.
The Board is the focal point of the Company’s Corporate Governance system. It is ultimately accountable and responsible for the performance and affairs of the Company and is also committed to achieving the highest standards of business integrity, ethics and professionalism across the Group’s activities.
2. OBJECTIVE
The primarily objective of the Board Charter is to set out the roles and responsibilities of the Board of Directors and various Board Committees of the Company as well as the composition and processes related to key governance activities.
3. ROLES AND RESPONSIBILITIES
3.1 ROLES OF BOARD
i. The Board has the following major responsibilities, which facilitate the discharge of the Board’s stewardship in the pursuit of the best interest of the Company:-
- Reviewing, approving and monitoring the overall strategies and direction of Group;
- Overseeing and evaluating the conduct and performance of the Group’s businesses;
- Identifying the principal risks and implementing appropriate system to manage such risks;
- Reviewing the adequacy of the Group’s internal control systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines;
- Ensuring that appropriate plans are in place in respect of the succession plan of the Group, including appointing, training, fixing compensation of and where appropriate, replacing senior management.
ii. In addition, the following are matters reserved for the decision of the Board:-
- Approval of business strategy and group operational plan and annual budget;
- Acquisition and disposal of assets of the Company or its subsidiaries that are material in nature;
- Approval of investment or divestment in a company / business / property / undertaking;
- Approval of investment or divestment of a capital project which represents a significant diversification from the existing business activities;
- Any other significant business direction;
- Corporate proposal on fund raising;
- Compensation and remuneration of directors and key senior officers;
- Approval of the Limits of Authority for the Company;
- Approval on change in the composition of Board and Board Committees;
- Approval of terms of reference of board committees and amendments to such terms;
- Approval of interim and annual financial statements;
- Approval of interim dividends, the recommendation of final dividends and the making of any other distribution;
- The entering into any indemnities or guarantees;
- Recommendation for the alteration of the Memorandum and Articles of Association of the Company;
- Any other matter requiring the convening of a general meeting of shareholders or any class of shareholders;
- Any other matters requiring the Board’s approval;
- Any other matters as may be required by the laws or the governing authorities.
3.2 ROLES OF INDIVIDUAL DIRECTORS
i. Directors are expected to comply with their legal, statutory and equitable duties and obligations when discharging their responsibilities as Directors. Broadly these include:
- Acting in good faith and in the best interests of the Company as a whole;
- Acting with care and diligence and for proper purpose;
- Avoiding conflicts of interest with the Company in a personal or professional capacity;
- Refraining from making improper use of information gained through the position of director and from taking improper advantage of the position of director.
- Commit the time necessary in discharge their duties as a director.
- Directors will keep all information, discussions, deliberations and decisions that are not publicly known confidential and not use information gained through the Board for their interest, or their employers’ interest.
3.3 ROLES OF INDEPENDENT DIRECTORS
i. The independent directors are independent from Management and have no relationships that could interfere with the exercise of their independent judgement. They play a key role in providing unbiased and independent views, advice and contributing their knowledge and experience toward the formulation of policies and in the decision making process. The responsibilities include the following:-
- To protect the interest of minority shareholders, stakeholders and the general public;
- To enhance the independence and objectivity of the Board’s deliberation from the executive arms;
- To mitigate any possible conflict of interests between the policy-making and the day-to-day management;
- To constructively challenge and contribute to the development of strategies;
- To ensure that the Board uses adequate systems and controls to safeguard the interest of the Company;
- To provide the check and balance function to the Board.
3.4 ROLES OF CHAIRMAN
- The Chairman leads the Board and is responsible for the effective performance of the Board.
- The Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role. The Chairman is responsible for:
- Oversee and lead the Board to ensure effective performance of the Board;
- Ensures orderly conduct and proceedings of the Board and general meetings and is responsible for managing the business of the Board to ensure that:
a) Oversee and lead the Board to ensure effective performance of the Board;
b) Ensures orderly conduct and proceedings of the Board and general meetings and is responsible for managing the business of the Board to ensure that:
- all Directors are properly briefed on issues arising at Board meetings.
- sufficient time is allowed for the discussion of complex or contentious issues and, where appropriate, arranging for informal meetings beforehand to enable thorough preparation for the Board discussion.
- relevant issues are included in the agenda of Board meetings.
- all Directors actively participate in the Board’s discussion.
- all Directors receive accurate, timely and clear information.
- no Board members (whether executive or non-executive) dominates the discussion.
- Ensuring compliance with all relevant regulations and legislation.
iii. Should the Chairman be absent from a meeting, the members of the Board present at the meeting, may choose one of their number to chair the said meeting.
3.5 ROLES OF GROUP CHIEF EXECUTIVE OFFICER (“CEO”)
i. The roles and responsibilities of the CEO are as follows:-
a) Overseeing the day-to-day operations and management to ensure the smooth and effective running of the Group.
b) Responsible for the development and implementation of the strategies, objectives, strategic policy and direction of the Group and to keep the Board informed of any deviation.
c) Responsible for overall system of control is in place for the Company.
d) To monitor closely operating financial results in accordance with plans and budgets.
e) To ensure an effective and motivated management team and its succession planning.
3.6 ROLES OF COMMITTEES
The Board appoints the following Board Committees with specific Terms of Reference to assist the Board in performing its duties and discharging its responsibilities more efficiently and effectively:
a) Audit Committee
b) Nomination Committee
c) Remuneration Committee
3.6.1 Audit Committee
i. The Audit Committee shall be appointed by the Board from amongst the Directors of the Company, a majority of whom must be Independent Non-Executive Directors.
ii. The Audit Committee will elect an Independent Director from amongst them as its Chairman.
iii. The Audit Committee will meet not less than four times a year to carry out its functions on a Terms of Reference approved by the Board.
iv. The Board will review the performance of the Audit Committee once in every three (3) years.
3.6.2 Nomination Committee
i. The Nomination Committee shall be made up of at least three (3) members composed exclusively of non-executive Directors, a majority of whom are independent non-executive Directors.
ii. The Nomination Committee shall elect an Independent Director from amongst them as its Chairman.
iii. The Nomination Committee will at least meet once a year to assess the effectiveness of the Board and the contribution of individual directors and determines the training needs of directors. The Nomination Committee functions on a Terms of Reference approved by the Board.
3.6.3 Remuneration Committee
i. The Remuneration Committee shall made up of at least three (3) members, consisting wholly or mainly of non-executive directors.
ii. The Remuneration Committee will elect an Independent Non-Executive Director from amongst them as its Chairman.
iii. The Remuneration Committee will meet at least once a year to review the remuneration packages of the directors, key senior officers of the Company. The Remuneration Committee functions on a Terms of Reference approved by the Board.
4. BOARD MEMBERSHIP GUIDELINES
4.1 Size and Composition
i. To ensure the composition of the Board make up of directors including at least 2 directors or one third of independent directors in compliance with Listing Requirements of Bursa Malaysia Securities Berhad.
ii. Pursuant to the Articles of Association of the Company, the number of Directors shall not be less than two (2). In the event of any casual vacancy occurring and reducing the number of Directors below the aforesaid minimum the continuing Directors or Director may act for the purpose of filing up such vacancy or vacancies or of summoning a general meeting of the Company. No one other than a natural person shall be a Director of the Company.
4.2 Board Balance
i. The Board is a balanced board consists of qualified individuals with diverse experiences, backgrounds and perspectives. The composition and size of the Board is such that it facilitates the making of informed and critical decisions.
ii. The Independent Non-Executive Directors are to provide an unbiased and independent view, advice and judgement to take into account the interest, not only the Group but also of shareholders, employees and communities in which the Group conducts business.
4.3 Nomination and Appointments
i. The appointment of a new Director is a matter for consideration and decision by the full Board upon appropriate recommendation from the Nomination Committee.
ii. The Company Secretary has the responsibility of ensuring that relevant procedures relating to the appointments of new Directors are properly executed.
iii. Upon the appointment of a new Director, the Company Secretary advises the Director of his/her principal duties and responsibilities and explains the restrictions to which he or she is subject to in relation to price-sensitive information and dealings in the Company's securities. Thereafter, all Directors are provided with appropriate briefings on the Company's affairs and up-to-date Corporate Governance materials published by the relevant bodies.
iv. The Company has adopted an induction programme for newly appointed Directors. The induction programme aims at communicating to the newly appointed Directors, the Company’s vision and mission, its philosophy and nature of business, current issues within the Company, the corporate strategy and the expectations of the Company concerning input from Directors.
v. The Company has adopted educational / training programmes to update the Board in relation to new developments pertaining to the laws and regulations and changing commercial risks which may affect the Board and/or the Company.
4.4 Re-election
i. One-third (1/3) of the Directors for the time being, or if their number is not three (3) or a multiple of three (3), then the number nearest one-third (1/3) shall retire from office and be eligible for re-election. All Directors shall retire from office at least once every three (3) years but shall be eligible for re-election.
4.5 Tenure of Independent Director
i. The tenure of an Independent Director shall not exceed a cumulative term of nine years. However, upon completion of the nine years, the Independent Director may continue to serve the Board subject to the Director’s re-designation as a Non- Independent Director. In the event the Director is to remain designated as an Independent Director, the Board shall first justify and obtain shareholders’ approval.
ii. The Board must justify and seek shareholders’ approval in the event it retains as an independent director, a person who has served in that capacity for more than nine years.
4.6 Time commitment of for accepting new directorships
i. Directors are expected to have such expertise so as to qualify them to make a positive contribution to the Board performance of its duties and to give sufficient time and attention to the affairs of the Company. Any Director shall notify the Chairman before accepting any new directorship and the notification shall include the indication of time that will be spent on the new appointment.
5. PERFORMANCE
5.1 Directors’ Assessment / Board Evaluation
i. The Board recognizes the importance of assessing the effectiveness of individual Directors, the Board as a whole. The Board reviews and evaluates its own performance on an annual basis.
5.2 Directors’ Training and Development
i. In addition to the mandatory programmes as required by the Bursa Malaysia Securities Berhad, Board members are encouraged to attend training programmes conducted by highly competent professionals and which are relevant to the Company’s operations and business. The Board will assess the training needs of the Directors and ensure Directors have access to continuing education programme. The Board shall disclose in the Annual Report the trainings attended by the Directors
6. MEETINGS
6.1 Board meetings
i. The Board is to meet at least four times a year with additional meetings convened as and when necessary. At each scheduled meeting, the Board shall consider, include amongst others, the following:
a) Quarterly financial report and report on the Company’s Financial Analysis and Debtors Ageing Report;
b) Minutes of meetings of all Committees of the Board;
c) A current review of the operations of the Company;
d) Reports on Related Party Transactions and Recurrent Related Party Transactions (if any);
e) Directors’ share-dealings; and
f) Announcements made to Bursa Malaysia Securities Berhad.
ii. Full Board minutes of each Board meeting are kept by the Company Secretary and are available for inspection by any Director during office hours.
iii. The Board may also exercise control on matters that require Board’s approval through Directors’ Circular Resolutions.
6.2 Conduct of Board Meetings
i. Board meetings should be conducted in orderly manner where all Directors are encouraged to participate in the discussions. All decisions of the Board are based on majority decision and no individual Board member can make any decision on behalf of the Board, unless duly authorised by the Board.
The Chairman, assisted by the Company Secretary, should monitor technical matters which include the matters states in item 3.4(ii)(b) above.
6.3 Quorum of meetings
The quorum shall not be less than two.
7. ACCESS TO INFORMATION AND INDEPENDENT ADVICE
i. Directors may access such information and seek such independent advice as they individually or collectively consider necessary to fulfill their responsibilities and permit independent judgment in decision making.
ii. Directors will be entitled to:
a) unrestricted access to all information pertaining to the Group’s business and affairs;
b) access to members of the senior management via the CEO at any time to request relevant and additional information or seek explanations;
c) have access to internal and external auditors, without management present to seek explanations or additional information; and
d) seek independent professional advice at the Group’s expense, to advise them on specialized issues for the purpose of decision-making or in furtherance of their duties.
8. COMPANY SECRETARY
i. The Board appoints the Company Secretary, who plays an important advisory role, and ensures that the Company Secretary fulfils the functions for which he/she has been appointed.
ii. The Company Secretary is accountable to the Board through the Chairman of the Board and Committees on all governance matters.
iii. The Company Secretary is a central source of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company.
iv. The Company Secretary should advise Directors of their obligations to adhere to matters relating to:
a) Disclosure of interest in securities
b) Disclosure of any conflict of interest in a transaction involving the Company
c) Prohibition on dealing in securities
d) Restriction on disclosure of price-sensitive information.
v. The Company Secretary must keep abreast of, and inform, the Board of current governance practices.
vi. The Board members have unlimited access to the professional advice and services of the Company Secretary.
9. CONFLICTS OF INTERESTS
i. Directors must:
a) disclose to the Board (through the Secretary and/or Chairman) any actual or potential conflicts of interest which may exist or be thought to exist as soon as they become aware of the issue;
b) take any necessary and reasonable measures to try to resolve the conflict; and
c) comply with the Companies Act, 1965 provisions on disclosing interests and restrictions on voting.
ii. If a conflict or potential conflict situation exists, it is required that the conflicted Director shall be abstained from voting. A Director, notwithstanding his interest may, provided none of the other Directors present disagree, be counted in the quorum present at the said Board meeting.
iii. Directors are expected to advise the Company Secretary of any proposed Board or executive appointment to other companies as soon as practicable.
10. REVIEW
i. The Board will review this Charter from time to time and make any necessary amendments to ensure they remain consistent with the Board’s objectives, current law and practices.
| | Hits: 5916Terms of Reference of the Nomination Committee
A. Objectives
The Nomination Committee (“the Committee”) of S & F Capital Berhad (formerly known as Leweko Resources Berhad) (“the Company”) was formed by the Board of Directors of the Company. Its primary function, in line with the Malaysian Code on Corporate Governance, is to assist the Board in the following areas: -
- identifying, considering and recommending suitable persons for appointment as Directors and members of the Board Committees of the Company and/or its subsidiaries (the “Group”) – the actual decision as to who shall be nominated/appointed shall be the responsibility of the full Board after considering the recommendations of the Committee; and
- assessing the effectiveness of Directors and Board Committees of the Group on an ongoing basis.
B. Membership
The members of the Committee shall be appointed by the Board of Directors and shall consists of not less than three (3) members, comprising exclusively of Non-Executive Directors, a majority of whom must be independent.
The members of the Committee shall elect a Chairman among themselves. The Chairman of the Committee shall be an Independent Director or the Senior Independent Director.
C. Procedure of Committee Meetings
1. Frequency of Meetings
The Committee shall meet at least once a year. Additional meetings may be called as and when required.
2. Venue and Participation
The Committee meeting may be held at two (2) or more venues within or outside Malaysia using any technology that enable the Committee members as a whole to participate for the entire duration of the meeting, and that all information and documents for the meeting must be made available to all members prior to or at the meeting.
3. Notice
Except in the case of emergency, the notice of the Committee meetings and meeting materials shall be circulated at least five (5) business days before each meeting to members of the Committee. The notice of each meeting shall be served to the members either personally or by fax or e-mail or by post or by courier to his/her address as appearing in the Register of Directors or to the address provided by the Committee member, as the case may be.
4. Quorum
The quorum shall consist of two (2) members, present in person. In the absence of the Chairman of the Committee, the members present shall elect one of their numbers to chair the meeting. If at any meeting, the Chairman of the Committee is not present within fifteen (15) minutes of the time appointed for holding the same, the members of the Committee present shall choose one of their number to be Chairman of such meeting.
5. Attendance
The Committee may extend an invitation to other Board members and Management to attend meetings as it deems necessary.
6. Voting
A resolution put to the vote of the meeting shall be decided on a show of hands. In the case of an equality of votes, the Chairman shall be entitled to a second or casting vote (except where 2 members form the quorum).
7. Keeping of Minutes
Minutes of each meeting signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates.
8. Custody, production and inspection of such minutes
Minutes of the Committee shall be kept at the Registered Office and shall be opened to the inspection of any Committee member or Board member.
D. Written resolution
A written resolution signed or approved via letter, telex, facsimile and email by all Committee members shall be effective for all purposes as a resolution passed at a meeting of the Committee duly convened, held and constituted. Any such resolution may be contained in a single document or any consist of several documents all in the like form signed by one or more members.
E. Secretary
The Company Secretary of the Company or such substitute as appointed by the Directors or the Committee from time to time shall act as the Secretary of the Committee.
F. Advisers
The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group as and when it considers this necessary in the discharge of its responsibilities.
G. Duties and Responsibilities of the Committee
The Committee shall:
(i) develop, maintain and review criteria to be used in the recruitment process of new directors;
(ii) identify, consider and recommend suitable persons for appointment as Directors, relying on sources from existing Board members, Management, major shareholders and other external sources;
In making its recommendation, the Committee shall take into consideration the following:
• the candidate’s character, integrity, professionalism, competence and time to effectively discharge his/her role as a Director of the Company;
• whether the candidate is of good repute and possesses the necessary experience for the performance of his/her duties;
• the core competencies the candidate can bring to the Board and the required mix of skills needed by the Board;
• whether the candidate has any conflict of interest with the Company;
• boardroom diversity with due regard for diversity in skills, experience, age, cultural background and gender; and
• any other relevant criteria as may be determined by the Committee from time to time.
(iii) develop criteria to assess the Independent Directors;
(iv) assess and recommend to the Board of Directors to fill the seats on board committees;
(v) consider, in making its recommendations, candidates for directorships proposed by the Managing Director and within the boundaries of practicability, by any senior executive or any Director or any shareholder.
(vi) assess annually the effectiveness and required mix of skills and experience and other qualities, including core competencies of the Board as a whole, the Board committees and the contribution of each existing Director and thereafter, recommend its findings to the Board;
(vii) facilitate board induction for newly appointed Directors and assist the Board in identifying suitable training programmes for Directors;
(viii) review the Board’s succession plans as well as senior management level and make appropriate recommendations to the Board;
(ix) facilitate the achievement of board gender diversity policies, targets and discuss measurements taken to meet those targets;
(x) review and recommend to the Board whether directors who are retiring by rotation should be put forward for re-election; and
(xi) consider other matters as may be directed by the Board from time to time.
The Committee shall review its Term of Reference periodically and may recommend to the Board any changes it considers necessary.
This Terms of Reference was last reviewed on 24 May 2019.
| | Hits: 14516 | | Hits: 6218Terms of Reference of the Remuneration Committee
A. Objectives
The Remuneration Committee (“the Committee”) of S & F Capital Berhad (formerly known as Leweko Resources Berhad) (“the Company”) was formed by the Board of Directors of the Company. The main objective of the Committee is to recommend to the Board the remuneration of Executive Directors, Non-Executive Directors and Senior Management of the Company and its subsidiaries (the “Group”).
B. Membership
The members of the Committee shall be appointed by the Board of Directors and shall consists of not less than three (3) members, comprising exclusively of Non-Executive Directors, a majority of whom must be independent.
The members of the Committee shall elect a Chairman among themselves. The Chairman of the Committee shall be a Non-Executive Director.
C. Procedure of Committee Meetings
1. Frequency of Meetings
The Committee shall meet at least once a year. Additional meetings may be called as and when required.
2. Venue and Participation
The Committee meeting may be held at two (2) or more venues within or outside Malaysia using any technology that enable the Committee members as a whole to participate for the entire duration of the meeting, and that all information and documents for the meeting must be made available to all members prior or at the meeting.
3. Notice
Except in the case of emergency, the notice of the Committee meetings and meeting materials shall be circulated at least five (5) business days before each meeting to members of the Committee. The notice of each meeting shall be served to the members either personally or by fax or email or by post or by courier to his/her address as appearing in the Register of Directors or to the address provided by the Committee member, as the case may be.
4. Quorum
The Quorum shall consist of two (2) members, present in person. In the absence of the Chairman of the Committee, the members present shall elect one of their numbers to chair the meeting. If at any meeting, the Chairman of the Committee is not present within fifteen (15) minutes of the time appointed for holding the same, the members of the Committee present shall choose one of their number to be Chairman of such meeting.
5. Attendance
The Committee may extend an invitation to other board members and service providers to attend meetings as it deems necessary.
6. Voting
A resolution put to the vote of the meeting shall be decided on a show of hands. In the case of an equality of votes, the Chairman shall be entitled to a second or casting vote (except where 2 members form the quorum)
7. Keeping of Minutes
Minutes of each meeting signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates.
8. Custody, production and inspection of such minutes
Minutes shall be kept by the Company at the Registered Office and shall be opened for inspection by any Committee member or Board member.
D. Written resolution
A written resolution signed or approved via letter, telex, facsimile and email by all Committee members shall be effective for all purpose as a resolution passed at a meeting of the Committee duly convened, held and constituted. Any such resolution may be contained in a single document or any consist several documents all in the like form signed by one or more members.
E. Secretary
The Company Secretary of the Company or such substitute as appointed by the Directors or the Committee from time to time shall act as the Secretary of the Committee.
F. Advisers
The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group as and when it considers this necessary in the discharge of its responsibilities.
G. Duties and Responsibilities of the Committee
The Committee shall:
(i) assist the Board in developing and administrating a fair and transparent procedure for setting policy on remuneration of Directors and Senior Management that will attract and retain the right talent in the Board and Senior Management to drive the Company’s long-term objectives;
(ii) review and recommend to the Board, the Directors’ fees, benefits and allowance that are reflective to the contribution and responsibilities undertaken by the Directors;
(iii) review and assess the remuneration packages of the Executive Directors and Senior Management, including the terms of employment, service contracts, salaries, benefits-in-kind, fees, bonuses, pension and incentive scheme entitlement;
(iv) ensure that the remuneration for Independent Non-Executive Directors does not conflict with their obligation in bringing objectivity and independent judgement on matters discussed at Board meetings; and
(v) consider other matters as may be directed by the Board from time to time.
The Committee shall review its Term of Reference periodically and may recommend to the Board any changes it considers necessary.
This Terms of Reference was last reviewed on 24 May 2019.