KEY ASIC BERHAD (the “Company”)
Succession Planning Policy
A change in executive leadership is inevitable for all organizations and finding an immediate replacement at the time of need can be very challenging. Therefore, it is under this policy that the Company intended to be prepared for an eventual permanent change in leadership – either planned or unplanned – to insure the stability and accountability of the organization until such time as new permanent leadership is identified. The board of directors (the “Board”) shall be responsible for implementing this policy and its related procedures.
It is also the policy of the board to assess the permanent leadership needs of the organization to help ensure the selection of a qualified and capable leader who is representative of the community; a good fit for the organization’s mission, vision, values, goals, and objectives; and who has the necessary skills for the organization. To ensure that the organization’s operations are not interrupted while the Board assesses the leadership needs and recruits a new permanent key executive director (primarily the managing director), the board will appoint interim executive leadership through the recommendation from Nomination Committee as described below. The interim executive director shall ensure that the organization continues to operate without disruption and that all organizational commitments previously made are adequately executed, including but not limited to, loans approved, reports due, contracts, licenses, certifications, memberships, obligations to lenders or investors of the Company, and others.
It is also the policy of the Company to develop a diverse pool of candidates and consider at least three finalist candidates for its permanent key executive director position. The Company shall implement an external recruitment and selection process, while at the same time encouraging the professional development and advancement of current employees. The interim executive director and any other interested internal candidates are encouraged to submit their qualifications for review and consideration by the Nomination Committee according to the guidelines established for the search and recruitment process.
Procedures for succession – Key Executive Director
For a change in key executive director due to prolong illness or leave of absence and in the event the said director of the Company is no longer able to serve in this position (i.e., leaves the position permanently), the Board shall do the following:
Within five (5) business days appoint an interim executive director according to the recommendation by Nomination Committee.
Within fifteen (15) business days appoint an executive transition committee (the “Exco”), in the event that a permanent change in leadership is required. This committee shall be comprised of at least three members of the board of directors and one of the members must be from independent non-executive director position. It shall be the responsibility of this committee to implement the following preliminary transition plan:
i. Communicate with key stakeholders regarding actions taken by the board in naming an interim successor, appointing a transition committee, and implementing the succession policy.
ii. To become the authorised bank signatories for signing all cheque payments.
iii. Consider the need for consulting assistance (i.e., transition management or executive search consultant) based on the circumstances of the transition.
iv. Review the organization’s business plan and conduct a brief assessment of organizational strengths, weaknesses, opportunities, and threats to identify priority issues that may need to be addressed during the transition process and to identify attributes and characteristics that are important to consider in the selection of the next permanent leader.
v. Establish a time frame and plan for the recruitment and selection process.
vi. The Board should use similar procedures in case of an executive transition that simultaneously involves the executive director and other key management. In such an instance, the board may also consider temporarily subcontracting some of the organizational functions from a trained consultant or other organizations.
Procedures for Succession – Key Management Position
For a change in key management position due to prolong illness or leave of absence and in the event the said employee is no longer able to serve in this position (i.e., leaves the position permanently), the CEO or the key executive director shall do the following:
i. Assess the impact of the vacant position and if needed, immediately appoint existing employee(s) as he/she deems fit to temporary takeover the key roles until a suitable replacement is found.
ii. Instruct the human resource department to immediately engage with advertisement and/or recruitment agent if no suitable candidate can be identified internally.
This policy shall be reviewed periodically and any amendment thereof shall get Board’s approval.
KEY ASIC BERHAD (707082-M)
This Board Charter has been adopted by the Board of Directors (“Board”) of Key ASIC Berhad (“KAB” or “Company”) which collectively leads and is responsible for the success of the Company and its subsidiaries (“KAB Group”) by providing entrepreneurial leadership and supervision as well as direction of the management. The Board is the ultimate decision making body.
The Board Charter sets out the duties, responsibilities, functions and power of the Board and various Board Committees in accordance with the principles of good corporate governance as set out in the guidelines issued by the regulatory authorities.
The Board derives its authority to act from the Memorandum and Articles of Association (M&A) of the Company and the laws and regulations governing companies in Malaysia.
4. Board Structure
(a) Board Composition and Balance
The Articles of Association (“AA”) of the Company specifies that the number of Directors shall be at least two (2) and (unless otherwise determined by ordinary resolution) not more than ten (10).
At least two (2) or one-third (1/3), whichever is higher, of the Board members shall comprise of Independent Directors. The Independent Directors shall provide independent and objective judgement and mitigate risks arising from conflict of interest or undue influence from interested parties. The Independent Directors shall assist to ensure that the interests of all shareholders are taken into consideration by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.
The Chairman of the Board shall be an Independent Director. However, where the Chairman is not an Independent Director, the Board shall comprise a majority of Independent Directors to ensure balance of power and authority on the Board
The Board may appoint a Senior Independent Director to whom shareholders’ concerns can be conveyed.
The Board shall undertake an assessment of the independence of its Independent Directors on an annual basis to examine the level of independence of the Independent Director and to ensure the Independent Director can continue to bring independent and objective judgment to board deliberations.
The tenure of service of Independent Directors should not exceed a cumulative term of nine (9) years or upon reaching the age of 70 years, whichever is earlier. An Independent Director who has served the company for nine (9) years may, subject to the shareholders’ approval, continue to serve the Group in the capacity of Independent Director. In obtaining the shareholders’ approval, the Nomination Committee should conduct an assessment of the Independent Director(s) and recommend to the Board whether the Independent Director(s) should remain independent.
The Board shall consist of qualified individual with diverse experience, background, skill and knowledge to enable them to discharge their duties and responsibilities effectively. The Board shall assess and review its diversity, composition and size as a whole from time to time to ensure its appropriateness and effectiveness.
The Board shall at all times consider, promotes and welcomes diversity and gender mix in its composition and give due recognition to the financial, technical and business experience of the Directors.
(b) Appointment and Re-election of the Directors
The Board may exercise the power pursuant to the AA to appoint a person who is willing to act to be a Director either to fill a casual vacancy or as an additional Director upon due recommendation from the Nomination Committee.
(ii) Re-election and re-Appointment
The Director(s) appointed during the year is required to retire and seek election by shareholders at the following Annual General Meeting (“AGM”) immediately after their appointment. As required in the AA, one-third (1/3) of the Directors shall retire by rotation and seek for re-election at each AGM and that each Director shall submit himself / herself for re-election every three years. The Managing Director shall be subject to retirement by rotation.
The Nomination Committee conducts an annual assessment on the performance of each Director. The results of the review of individual Directors together with the recommendation by the Nomination Committee will be taken into account by the Board in determining the assessment of the Directors and also on the re-appointment/re-election of Directors by shareholders under the annual re-election provisions.
(iii) New Directorship
The Chairman of the Board and the Company Secretary shall be notified of any new directorship by any Board members. The notification shall include an indication of time that will be spent on the new appointment.
The number of directorships in listed corporation held by any Board Member at any one time shall comply with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirement”).
(iv) Director Training Requirement
The Board shall ensure compliance of Bursa Malaysia Mandatory Accredited Programme (“MAP”) for newly appointed directors and assess further training prgrammes needs of the Directors on an on-going basis.
In addition to the MAP as required by the Bursa Malaysia Securities Berhad, the Directors shall continue to update their knowledge and enhance their skill through appropriate continuing education programmes and life-long learning. This will enable Directors to effectively discharge duties and sustain active participation in the Board deliberation.
The Board shall assess the training requirement of the Directors from time to time and each of the directors is advisable to attend at least one (1) workshop or seminar during a financial year.
Directors may request that training programmes on specific subjects be arranged in order to facilitate them in discharging their duties effectively.
(c) Annual Review of Directors
The Board shall undertake to review and evaluates its own performance on an annual basis to ensure Board effectiveness.
(e) Principal Duties and Responsibilities of the Board
The Board who oversees the business and affairs of the Company will assume the following responsibilities:-
• Reviewing, adopting and monitoring strategic plans for the Group to ensure that the Group’s goals are clearly established;
• Overseeing the conduct of the Company’s business;
• Identifying risks and assume active role in ensuring the implementation of appropriate systems to manage or mitigate these risks;
• Succession planning, including appointing, training, fixing the compensation of the key managements and to review the Succession Policy from time to time;
• Ensuring measures and/or policies are in place to assess and oversee Management’s performance for strengthening the Group’s performance;
• Developing and implementing an investor relations programme or shareholder communications policy for the Group;
• Reviewing the adequacy and integrity of the Group’s internal control systems and management information systems, including system for compliance with applicable laws, regulations, rules, directives and guidelines; and
• Establish various Board Committees and ensure their effectiveness to address specific issues, by considering recommendations of the various Board Committees and acting on their reports
(f) Power Delegated to Management
The Board delegates the day-to-day management of KAB’s business to the Board Executive Committee, but reserves for its consideration significant matters such as the following:
• Approval of financial results;
• Declaration of dividends;
• Risk appetite setting; and
• Credit policy
5. Role of the Board Committee
The Board may from time to time establish committees as it considers appropriate to assist in carrying out its duties and responsibilities. The Board delegates certain functions to the following committees to assist in the execution of its responsibilities:-
(i) Audit Committee;
(ii) Nomination Committee;
(iii) Remuneration Committee; and
(iv) Option Committee.
The above Committees shall operate within the roles and responsibilities as set out in the terms of reference of each Committee. The Committees are authorized by the Board to deal, deliberate and carry out the matters delegated to them within their terms of reference. The Chairman of the respective Committees shall report the outcome of the Committee meeting to the Board accordingly and such reports or minutes will be included in the Board papers.
The terms of reference of the respective Board Committees are as attached to this Board Charter under the following Appendices:-
(i) Appendix I – Terms of Reference of the Audit Committee
(ii) Appendix II – Terms of Reference of the Nomination Committee
(iii) Appendix III – Terms of Reference of the Remuneration Committee
(iv) Appendix IV – Terms of Reference of the Option Committee
6. Board Process and Meeting Procedures
The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. A Director may at any time and the Secretary shall on his requisition summon a meeting of the Directors.
The Board shall schedule to meet at least four (4) times a year. However, additional meetings may be convened as and when deemed necessary as determined by the member of the Board.
The Notice of Board Meeting together with Board Papers or such relevant materials should be delivered at least five (5) business days in advance to all Directors and the parties being invited to the Board Meeting for their review in order to facilitate meaningful deliberation during the meeting.
Pursuant to the AA, the quorum of the Board Meeting may be fixed by the Directors (as the case may be) and unless so fixed at any other number shall be two (2). However, a Director shall not be count in the quorum present at a meeting in relation to a resolution on which he/she is not entitled to vote.
(d) Attendance at Board Meeting
The office of a Director shall become vacant if a Director is absent from more than 50% of the total Board Meeting held during a financial year.
Management is invited to attend Board and Committee Meeting to provide inputs as and when necessary.
Question arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote. However, when two (2) Directors form a quorum, the Chairman of the meeting at which only such a quorum is present, or at which only two (2) Directors are competent to vote in the question at issue shall not have a casting vote.
The Board shall record its deliberation, in terms of the issues discussed, and the conclusions thereof in discharging its duties and responsibilities.
(g) Access to Information and Independent Professional Advice
All Directors have the same right of access to all information pertaining to the Company whether as a full or in their individual capacity, in furtherance of their duties and responsibilities as Directors in the Company. The Management should supply accurate and complete information to the Board in a timely manner to enable the Board to discharge its duties effectively.
All Directors should have access to the advice and services of the Company Secretary.
The Board collectively, and each Director individually, has the rights to seek independent professional advice at the Company’s expenses, subject to the approval by the Board.
7. Directors’ Remuneration
Remuneration Committee is responsible to recommend the remuneration packages for the Executive Director(s) taking into consideration of the individual performance, seniority, experience and scope of responsibilities that is sufficient to attract and retain the Directors needed to run the Company successfully.
The determination of remuneration packages of Non-Executive Directors should be a matter for the Board as a whole and the individual concerned should abstain from discussing their owing remuneration. Fees payable to the Non-Executive Directors shall be a fixed sum and shall not be payable by a commission on or percentage of profits or turnover.
The Board shall determine the remuneration packages taking into consideration the recommendations of the Remuneration Committee. The Remuneration Policy can be found at www.keyasic.com .
The role of the Chairman and the Managing Director/ Chief Executive Officer shall be distinct and separated to ensure a balance of power and authority.
The responsibilities of the Chairman should include leading the Board in the oversight of management, amongst others, includes the following roles and responsibilities :-
• Providing support and guidance to Senior Management Offices to assist and facilitate management succession planning;
• Grooming and mentoring Senior Management Offices to achieve consistently high levels of professionalism and excellent performance;
• Chairing the Board Executive Committee meetings;
• Providing leadership to the Board and is responsible for the developmental needs of the Board;
• Ensuring that guidelines and procedures are in place to govern the Board’s operation and conduct;
• Ensuring the smooth functioning of the Board and the Governance structure and inculcating positive culture in the Board;
• Ensuring that procedures and processes are in place to facilitate effective conduct of business by the Board;
• Chairing Board meetings and ensures the following:
♣ All relevant issues are on the agenda of Board meetings
♣ Board debates strategic and critical issues
♣ Board receives the necessary management reports relating to the Company’s business on a timely basis
♣ All directors are able to participate openly in discussions at Board meetings
♣ Providing leadership to the Board and is responsible for the developmental needs of the Board
♣ Chairing general meetings of the Company and provide clarification on issues that may be raised by shareholders.
9. Roles of Managing Director/ Chief Executive Officer (“CEO”)
The Managing Director/ CEO shall focus on the business operation and day-to-day management of the Company. Amongst others, the responsibilities of the Managing Director/ CEO shall include the following :-
• Developing the business direction and strategies of the Company;
• Ensuring that the Company business strategies and policies are effectively implemented;
• Providing the direction for the implementation of short and long term business plans;
• Providing strong leadership ie. Effectively communicating a vision, management philosophy and business strategy to employees;
• Keeping the Board well informed of salient aspects and issues concerning the Company operations and ensuring that adequate management reports are submitted to Board members;
• Responsible for the effective management of the Company’s day-to-day operations;
• Ensuring that there are adequate systems and controls to safeguard the interests of the Company and all stakeholders.
10. Roles of Independent Non-Executive Directors
An Independent Director shall provide the independent judgment and opinions during Board Meeting. Amongst others, includes the following roles and responsibilities:-
• Providing independent and objective views (in the case of Non-Executive Directors who are Independent Non-Executive Directors), assessment and suggestions in deliberations of the Board;
• Ensuring effective check and balance in the proceedings of the Board;
• Mitigating any possible conflict of interest between the policy-making process and day-to-day management of the Company;
• Constructively challenging and contributing to the development of the business strategies and direction of the Company;
• Ensuring that there are adequate systems and controls to safeguard the interests of the Company and all stakeholders;
• Ensuring that the culture of accountability, transparency, integrity, professionalism and responsible conduct is consistently adhered to in the Company.
11. Company Secretary
The Company Secretary shall be a person who is qualified pursuant to Section 235(2) of the Companies Act, 2016 and competent in carrying his/her duties. The appointment and removal of the Company Secretary shall be decided by the Board of Directors.
The roles and responsibilities of a Company Secretary include, but are not limited to the following:
i. Manage all board and committee meeting logistics, attend and record minutes of all board and committee meetings and facilitate board communications;
ii. Ensure statutory records are kept and maintained in a proper manner, in compliance with all applicable laws and regulatory guidelines;
iii. Advise the board on its roles and responsibilities;
iv. Facilitate the orientation of new directors and assist in director training and development;
v. Advise the board on corporate disclosures and compliance with company and securities regulations and listing requirements;
vi. Manage processes pertaining to the annual shareholder meeting;
vii. Monitor corporate governance developments and assist the board in applying governance practices to meet the board’s needs and stakeholders’ expectations; and
viii. Serve as a focal point for stakeholders’ communication and engagement on corporate governance issues.
12. Supply of Information
All the directors, including Independent Non-Executive Directors, are allowed to access to information concerning the Company or other external information as they may feel necessary. Board papers and reports which include the Group’s performance and major operational, financial and corporate information will be distributed to the Directors with sufficient time prior to Board meetings to enable Directors to obtain further explanation, where necessary, in order to be properly briefed before the meeting.
The Directors may obtain independent professional advice in furtherance of their duties, at the Company expenses, if necessary.
13. Internal Control and Risk Management
The Board is responsible to maintain a sound system of internal controls to safeguard shareholders’ investment and Group’s assets. The Board shall recognize that such system is structured to manage rather than eliminate possibility of encountering risk of failure to achieve corporate objectives.
The Company outsourced its internal audit function to a consultancy firm which provides the Board with the level of assurance required on the adequacy and integrity of the system of internal control. The internal audit function adopts a risk-based approach and prepares its audit strategy and plan based on the updated risk profile of the Company.
The Audit Committee considers the report from the internal audit function and Management’s responses, before reporting and making recommendations to the Board in strengthening the risk management and internal control systems.
14. Financial Reporting
The Board is responsible to ensure that the financial statements are prepared in accordance with the Company Act, 1965 and the applicable approved accounting standards set by Malaysian Accounting Standard Board so as to present a balanced and fair assessment of the Group’s financial position and prospects. The Directors are also responsible for keeping proper accounting records, safeguarding the assets of the Company and taking reasonable steps to prevent and enable detection of fraud and other irregularities.
15. Investor Relations and Shareholders Communication
The Board shall ensure the important information are disseminated to shareholders, stakeholders and the public at large through timely announcement of events, quarterly announcement of financial results to all shareholders in line with Bursa Malaysia objectives of ensuring transparency and good corporate governance. Additional information is available from the Company’s website [www.mmode.com.my]. In addition, product information also available on the Company’s various websites.
16. Code of Ethics and Conducts
The Code of Ethics and Conducts shall be based on the following principles :-
• Conflicts of interests;
• Corporate opportunities;
• Protection of confidential information;
• Protection and Proper Use of Company Assets
• Compliance with laws, rules and regulations;
• Trading on inside information;
• Compliance with this Code and reporting of any illegal or unethical behavior;
• Bribery and Corruption ;
• Money Laundering ;
• Preventing the Abuse of Power ;and
• Waivers and amendments.
This Code of Ethics and Conducts is to be observed by all employees, officers and directors of the Group. The Board shall review the Code of Ethics and Conducts periodically to ensure it remains relevant and appropriate.
17. Corporate Social Responsibilities
The Board shall ensure the Company commits towards good corporate social responsibility participation especially the areas on the workplace, the community and the market place including the conduct of various training programmes for the human capital development, the commitment on time and effort in educating and developing the next work generation through the KAB Internship Program and to continue to invest in the R&D and places importance on innovation to enrich the quality of its product and services in ensuring customer satisfaction.
18. Review of Board Charter
The Board Charter will be reviewed periodically and updated in accordance with the needs of the Company and any new regulation that may have an impact on the discharge of the Board’s responsibilities.
This Charter shall be made available at the Company’s website at www.keyasic.com.
TERMS OF REFERENCE
1. The Committee shall be appointed by the Board of Directors from amongst its members which fulfils the following requirements:-
(i) shall comprise not less than 3 members;
(ii) the majority shall be independent directors;
(iii) all members must be non-executive directors; and
(iv) at least one member:
(a) must be a member of the Malaysian Institute of Accountants; or
(b) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience and:-
• he must have passed the examinations specified in Part I of the 1st 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 1st Schedule of the Accountants Act 1967; or
(c) fulfils such other requirements as prescribed or approved by the Exchange.
2. Alternate Director shall not be appointed as a member of the Committee.
3. The Committee shall select a Chairman from among their members who is an Independent Non-Executive Director and shall not be the Chairman of the Board;
4. In the event of any vacancy in the audit committee resulting in the non-compliance of the above, the Board shall within three (3) months appoint new members as required to make up the minimum numbers.
5. A former key audit engagement partner of the Company’s external auditors firm is required to observe a cooling-off period of at least 2 years before he or she could be appointed as a member of the Committee.
RIGHTS OF THE AUDIT COMMITTEE
The Audit Committee shall in accordance with the procedure determined by the Board and at the cost of the Company:-
(a) have explicit authority to investigate any matter within its terms of reference;
(b) have the resources which are required to performs its duties;
(c) have full and unrestricted access to any information pertaining to the Company;
(d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function;
(e) be able to obtain independent/external professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary; and
(f) be able to convene meetings with the external auditors excluding the attendance of the executive members of the Company, whenever deemed necessary.
DUTIES AND RESPONSIBILITIES
The duties and responsibilities of the Audit Committee shall be:-
1. To review the following and report the same to the Board:-
(i) The audit plan before the audit commences, the evaluation of the system of internal controls and the audit report with the external auditors.
(ii) The appointment of the external auditor, the audit fee and any question of resignation or dismissal.
(iii) The assistance given by the employees of the Group to the external auditors.
(iv) The quarterly results and year end financial statements, prior to the approval by the Board, focusing particularly on:-
• changes in or implementation of major accounting policy;
• significant and unusual events; and
• compliance with accounting standards and other legal requirements.
(v) Problems and reservations arising from the interim and final audits, and any matter the auditor may wish to discuss (in the absence of management where necessary).
(vi) The external auditors’ management letter and management’s response.
2. To do the following, in relation to the internal audit function:-
(i) 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;
(ii) review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function.
3. To review any related party transaction and conflict of interest situation that may arise within the Company and Group including any transaction, procedure or course of conduct that raises questions of management integrity.
4. To monitor the Group’s compliance with relevant laws, regulations and code of conduct.
5. To verify the allocation of options under the Employees Share Options Scheme.
The Committee shall meet on at least four (4) occasions each year. Any member may at any time, and the head of group finance and the Company Secretary shall on the requisition of any of the members or the external auditors summon a meeting. The external auditors may request a meeting if they consider this necessary.
The quorum for a meeting shall be at least two (2) members provided that the majority number of members present must be independent directors.
Except in the case of any emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to any member entitled personally or by sending it via fax or through post or by courier or by email to such member to his registered address as appearing in the Register of Directors, as the case may be.
In addition to the Committee members, meetings would normally be attended by a representative of the external auditors, the financial controller and head of internal audit at the invitation of the Committee. Other Board members may also attend the Audit Committee meetings only at the Committee’s invitation.
The Committee should meet with the internal/external auditors without executive board members present at least twice a year. 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. The minutes of meetings shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and shall be circulated to the Committee and the Board.
The minutes of meetings shall be taken by the Company Secretary and be kept at the Company’s Registered Office.
**Additional/ revised Terms
TERMS OF REFERENCE
The members, including the Chairman, of the Nomination Committee shall be appointed by the Board. Its members shall comprise exclusively of non-executive directors, a majority of whom are independent and shall consist of not less than two (2) members.
The Chairman of the Nomination Committee shall be the Senior Independent Director identified by the Board.
2. Quorum of Meetings
A minimum of two (2) Nomination Committee members present in person shall constitute the quorum.
3. Frequency of Meetings
The Nomination Committee shall meet at least annually or at such other frequency as the Chairman may determine.
Except in the case of any emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to the Nomination Committee personally or by sending it via fax or by email or through post or by courier.
Participants may be invited by the Nomination Committee from time to time to attend the meetings depending on the nature of the subject under review.
The Company Secretary or any other person whom the Nomination Committee deed fit shall act as the Secretary of the Committee and shall be responsible for sending out notices of meetings and preparing and keeping the minutes of meetings.
5. Functions of the Nomination Committee
The Nomination Committee should:-
a. Recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board after considering the candidates' -
- skills, knowledge, expertise and experience;
- integrity; and
- in the case of candidates for the position of independent non-executive directors, to evaluate the candidates' ability to discharge such responsibilities/functions as expected from independent non-executive directors;
b. Consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer and within the bounds of practicability, by any other senior executive or any director or shareholder;
c. Assess and recommend to the Board, directors to fill the seats on Board Committees.
d. Undertake an annual review of the required mix of skills, experience and diversity (including gender diversity) and other qualities of Directors, including core competencies which Non-Executive Directors should bring to the Board and to disclose this forthwith in every Annual Report;
e. Assist the Board to introduce a criteria and to formulate and implement a procedure to be carried out by the Nomination Committee annually for assessing the effectiveness of the Board as a whole, the Board Committees and for assessing the contributions of each individual Director;
f. To ensure that the Directors to retire by rotation to be in accordance with the Articles of Association of the Company;
g. To ensure that the process carried out in the evaluation and assessment be properly documented.
h. To conduct assessment of the independent directors who have served the Board for a period of nine (9) years and above and to recommend to the Board whether the independent director should remain independent or be re-designated.
i. To review the induction and training needs of Directors.
j. To report to the Board on Board and key management succession planning.
The above Terms of Reference may be determined and/or varied by the Company's Board of Directors at any time and from time to time.
**Additional/ revised Terms
TERMS OF REFERENCE
The members, including the Chairman, of the Remuneration Committee shall be appointed by the Board. Its members shall comprise exclusively or majority of non-executive Directors and shall consist of not less than 2 members.
2. Quorum of Meetings
A minimum of two (2) Remuneration Committee members present in person shall constitute the quorum.
3. Frequency of Meetings
The Remuneration Committee shall meet at least annually or at such other frequency as the Chairman may determine.
Except in the case of any emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to the Remuneration Committee personally or by sending it via fax or by email or through post or by courier.
Participants may be invited by the Remuneration Committee from time to time to attend the meetings depending on the nature of the subject under review.
The Company Secretary or any other person whom the Remuneration Committee deem fit shall act as the Secretary of the Committee and shall be responsible for sending out notices of meetings and preparing and keeping the minutes of meetings.
5. Functions of the Remuneration Committee
The Remuneration Committee should:-
a. Establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of individual directors;
b. To structure the component parts of the Executive Directors' remuneration so as to link rewards to corporate and individual performance; whereas, in the case of Non-Executive Directors, the level of remuneration should reflect the experience and level of responsibilities undertaken by the particular Non-Executive Director concerned;
c. Ensure the levels of remuneration are sufficient to attract and retain the directors needed to run the Company successfully. The determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman is a matter for the Board as a whole. The individuals concerned shall abstain from discussion of their own remuneration.
The above Terms of Reference may be determined and/or varied by the Company's Board of Directors at any time and from time to time.
**Additional/ revised Terms.
TERMS OF REFERENCE
The members, including the Chairman, of the Option Committee shall be appointed by the Board. Its members shall consist of not less than 2 members.
2. Quorum of Meetings
A minimum of two (2) Option Committee members present in person shall constitute the quorum.
3. Frequency of Meetings
The Option Committee shall meet at least annually or at such other frequency as the Chairman may determine.
Except in the case of any emergency, reasonable notice of every meeting shall be given in writing and the notice of each meeting shall be served to the Option Committee personally or by sending it via fax or by email or through post or by courier.
Participants may be invited by the Option Committee from time to time to attend the meetings depending on the nature of the subject under review.
The Company Secretary or any other person whom the Option Committee deed fit shall act as the Secretary of the Committee and shall be responsible for sending out notices of meetings and preparing and keeping the minutes of meetings.
5. Functions of the Option Committee
The Option Committee should:-
a. assist the Board of Directors in discharging its responsibilities relating to the implementation of the ESOS in accordance with the relevant laws and regulations including the By-Law;
b. carry out functions relating to the Scheme assigned by the Board of the Company.
The above Terms of Reference may be determined and/or varied by the Company's Board of Directors at any time and from time to time.
**Additional/ revised Terms.
Key ASIC Berhad (“Company”)
Code of Conduct and Ethics for Directors
A director should recognise that, as a member of the board, he/she has individual and collective responsibility and the exercise of commercial judgement in the Company. Each director should endeavour to ensure that the Board of directors (“Board”) fulfils its key purpose of safeguarding and improving the Company’s prosperity.
This Code of Business Conduct and Ethics for Directors (“Code”) is intended to focus the Board and each director on areas of ethical risk, provide guidance to directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. The Code is part of the Company’s commitment to promote ethical behaviour among the directors and enhance the high standards of personal integrity and professionalism of the directors.
While covering a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation where ethical decisions must be made, but rather set forth key guiding principles and Company policies. Directors are encouraged to bring questions about particular circumstances that may involve one or more of this Code to the attention of the Chair of the Nomination Committee, who are primarily responsible to administer the Code.
All of our directors must conduct themselves according to the language and spirit of this Code and seek to avoid even the appearance of improper behaviour.
2. Conflicts of Interest
Our directors have an obligation to act in the best interest of the Company. All directors should endeavour to avoid situations that present a potential or actual conflict between their interest and the interest of the Company.
A “conflict of interest” occurs when a person’s private interest interferes in any way, or even appears to interfere, with the interest of the Company, including its subsidiaries and affiliates. A conflict of interest can arise when a director or a director’s family member takes an action or has an interest that may make it difficult for that director to perform his or her work objectively and effectively. Conflicts of interest may also arise when a director (or his or her family member) receives improper personal benefits as a result of the director’s position in the Company.
Although it would not be possible to describe every situation in which a conflict of interest may arise, the following are examples of situations where the rules are clear.
• Accept any benefit, gift or entertainment that would be illegal or result in any violation of law;
• Accept any gift of cash or cash equivalent (such as gift certificates, loans, stock, stock options) from persons or entities who deal with the Company in those cases where any such gift is being made in order to influence the directors' actions as members of the Board, or where acceptance of the gifts could create the appearance of a conflict of interest;
• Accept or request anything as a “quid pro quo,” or as part of an agreement to do anything in return for the benefit, gift or entertainment;
• Participate in any activity that you know would cause the person giving the benefit, gift or entertainment to violate his or her own employer’s standards.
The following are examples of situations which may constitute a conflict of interest. Situations such as these should be brought to the attention of the Chair of the Nomination Committee for review and clearance before any action is taken:
• Competing with the Company in similar business.
• Having an interest in a transaction involving the Company, a customer or supplier (other than as a director of the Company and not including routine investments in publicly traded companies).
• Receiving a loan or guarantee of an obligation as a result of your position with the Company.
• Engaging in any conduct or activities that disrupt or impair the Company’s existing or potential commercial relationships.
• Accepting compensation, in any form, for services performed for the Company from any source other than the Company.
• Either a director or a member of a director’s family receiving benefits, gifts or entertainment from persons or entities who deal with the Company where a benefit, gift or entertainment is intended to influence the director’s actions as a member of the Board, or where acceptance could create the appearance of a conflict of interest.
Situations involving a conflict of interest may not always be obvious or easy to resolve. Conflicts of interests involving the directors, or questions concerning potential conflicts, shall be brought to the Chair of the Nomination Committee, who may consult with the Company’s legal counsel as appropriate.
It shall be noted that the above conflict of interest principles and conduct does not apply to actions or transactions that are duly tabled and approved by the shareholders in accordance to the Listing rules of Bursa Malaysia.
3. Corporate Opportunities
Directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors are prohibited from taking for themselves business opportunities that are discovered through the use of corporate property, information or position. No director may use corporate property, information or position for personal gain, and no director may compete with the Company. Competing with the Company may involve engaging in the same line of business as the Company, or any situation where the director takes away from the Company opportunities for sales or purchases of products, services or interests.
4. Protection of Confidential Information
Directors should maintain the confidentiality of information entrusted to them by the Company, its customers, consumers or suppliers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company, its customers, consumers or suppliers, if disclosed.
5. Protection and Proper Use of Company Assets
Protecting Company assets against loss, theft or other misuse is the responsibility of everyone who acts for the Company, including directors. Loss, theft and misuse of Company assets directly impact our profitability. All of the Company’s assets should be used for legitimate business purposes.
6. Compliance with Laws, Rules and Regulations
The Company is strongly committed to conducting our business affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations. No director of the Company shall commit an illegal or unethical act, or instruct others to do so, for any reason when conducting business for the Company.
7. Trading on Inside Information
Using non-public, Company information to trade in securities, or providing a family member, friend or any other person with a “tip”, is illegal. All such non-public information should be considered inside information and should never be used for personal gain. Directors are required to familiarize themselves and comply with the Company’s policy against insider trading. Directors should contact the Company Secretary before engaging in any transaction involving Company securities.
8. Compliance with This Code and Reporting of Any Illegal or Unethical Behavior
Every director is expected to comply with all of the provisions of this Code. The Code will be strictly enforced and violations will be dealt with promptly. Violations of the Code that involve illegal behaviour will be reported to the appropriate authorities, after consulting with counsel.
Directors should promptly communicate any suspected violations of this Code to the Chair of the Nomination Committee. Any concerns relating to the Chair of the Nomination Committee should be communicated to the Chair of the Audit Committee. Violations will be investigated by or at the direction of the Nomination Committee, the Audit Committee or the Board as appropriate.
Directors should promote ethical behaviour and an environment in which the Company encourages employees to talk to supervisors, managers or other appropriate personnel about illegal and unethical behaviour and, when in doubt, about the best course of action in a particular situation. The Company will not tolerate any kind of retaliation for questions, reports or complaints regarding misconduct that were made in good faith.
9. Bribery and Corruption
Key ASIC Berhad is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever it operates and in implementing and enforcing effective systems to counter bribery and corruption
Employees shall not offer, give, solicit or accept any bribes in order to achieve any business or personal advantage for themselves or others or engage in any transaction that contravene any applicable anti-bribery or anti-corruption laws.
10. Money Laundering
Money laundering is a process by which persons or groups try to conceal the proceeds of illegal activities or try to make the sources of their illegal funds look legitimate.
Employees should always ensure that they are conducting business with reputable customers, for legitimate business purposes and with legitimate funds. Employees need to be mindful of the risk of Key ASIC Berhad’s business being used for money laundering activities and if they suspect money laundering activities, they should report it to their respective Head of Department or the relevant person designated by the Company.
11. Preventing the Abuse of Power
The abuse and misuse of power or authority in the course of performing work can occur both with external stakeholders and internally among staff. The effects can be damaging to morale and to working relationships.
If occur any abuse of power or authority in the Company, employee should report it to their respective Head of Department or the relevant person designated by the Company.
12. Waivers and Amendments
The Code is subject to review from time to time by the Nomination Committee. Any waiver of any provision of this Code for any director may only be granted by the Board. Amendments to this Code must be tabled and approved by the Board only.
KEY ASIC BERHAD (the “Company”)
Gender Diversity Policy
The Company recognises the important of workplace diversity and is committed and to the extent practicable, will address the recommendation and commentary of the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”). recommends that the Board should establish a policy formalising its approach to boardroom and workplace diversity. The Board is pleased to set out below its policy and approach to gender diversity as stated below.
2. PRINCIPLES OF THE GENDER DIVERSITY POLICY
Diversity encompasses various areas such as gender, age, ethnicity and cultural background and the Board firmly believe that a well diversify workplace could benefit the Company to achieve:-
(a) a good morale between the workforce that leads to a healthy work culture where employees motivate each other to perform at a higher level;
(b) With a gender-diverse workforce, the company can expand its customer base and offer better services;
(c) improved employment and career development opportunities for women;
(d) A gender-balanced team brings with it greater industry knowledge and helps the company access more resources, as well as multiple channels of information; and
(e) awareness in all staff of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity.
A. Boardroom Diversity
Through its Nomination Committee (“NC”), the NC will review and assess the Board composition on behalf of the Board and recommends the appointment of new Directors. In reviewing the Board’s composition, the NC will consider the benefits of all diversity aspects, in order to maintain an appropriate range and balance of skills, experience and background on the Board. In identifying suitable candidates for appointment to the Board, the NC will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board. NC will also take steps to ensure women candidate are sought as part of its recruitment exercise.
B. Workplace Diversity
Workplace diversity will be the Board’s responsibility and assisted by the management team. The Board will adopt the following strategies in achieving its workplace diversity by:-
(a) Create a team that prioritize and celebrates diversity;
(b) identifying specific factors to take into account of the recruitment and selection processes to encourage diversity;
(c) Family friendly working environment that take into account the role of women employee that also a mother to her own children;
(d) Accommodating and recognising the importance cultural celebrations and sensitivity of different ethnic group of employees; and
(e) Any other strategies that may be developed from time to time that the Board may think fit that help to promote workplace diversity.
The Board, through NC, will monitor the scope and applicability of this policy, from time to time on the progress of achieving the objectives.
Pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad on the disclosure of Statement on Corporate Governance based on the MCCG 2012 in the Annual Report, the Board will disclose in the Annual Report its gender diversity policies and the proportion of women participation at Board level.
Key ASIC Berhad (“KAB”)
Key ASIC Berhad (“Company”) has established a remuneration policy for the Directors and Senior Management to support and drive business strategy and long-term objectives of the Company and its subsidiaries.
Amongst others, the following are some of the criteria adopted by the Company and its subsidiaries in considering the remuneration of the Senior Management:-
• The overall performance of the Company and its subsidiaries;
• General economic situation;
• Prevailing market practice;
• Salary position against market;
• Skills and experience; and
• Individual performance
In this regard, the Remuneration Committee is responsible to implement the policies and procedures on the remuneration for the CEO whilst the Board is responsible for approving the policies and procedures which govern the remuneration of the employees including CEO and Senior Management of the Company to ensure the same remain competitive, appropriate and in alignment with the prevalent market practices and the Company attracts, retains and motivates the Directors and Senior Management who are with strong credentials, high caliber and astute insights to run the nosiness successfully.
The remuneration package is reflective of the individual Director’s and Senior Management’s experience and level of responsibilities and it is structured to link to corporate and individual performance. The Remuneration Committee is responsible for determining the level and make up of CEO’s remuneration and approved by the Board, with the presence of a majority of non-executive directors. The CEO however, does not participate in any way when determining their respective remuneration package.
All Directors are paid fixed monthly directors’ fees. In addition, the CEO also received other benefits-in-kind including but not limited to telecommunication facilities and other reimbursable/claimable benefits-in-kind as may be determined from time to time, for the purposes of carrying out their his duty as CEO. The determination of the monthly annual directors’ fee for Directors is a matter for the Board as a whole, depending on any additional responsibilities taken. The monthly directors’ fee payable to Directors is presented to the shareholders at the Annual General Meeting for their approval.
The Remuneration Policy of Directors and Senior Management was adopted by the Board.
Key ASIC Berhad (“KAB”)
Whistle Blower Policy
KAB is committed to operating in compliance with all applicable laws, rules and regulations, including those concerning accounting and auditing, and prohibits fraudulent practices by any of its board members, officers and/or employees. This policy outlines a procedure for employees to report actions that an employee reasonably believes violate a law, or regulation or that constitutes fraud, corruption, bribery or blackmail, criminal offences or other practices. This policy applies to any matter which is related to KAB’s business and does not relate to private acts of an individual not connected to the business of KAB.
If an employee has a reasonable belief that an employee or KAB has engaged in any action that violates any applicable law, or regulation, including those concerning accounting and auditing, or constitutes a fraudulent practice, the employee is expected to immediately report such information to the Chief Executive Officer (“CEO”). If the employee does not feel comfortable reporting the information to the CEO, he or she is expected to report the information to any one of the independent non-executive director.
All reports and disclosures will be treated fairly and properly and addressed in an appropriate and timely manner. Follow up will be conducted promptly, and an investigation conducted. In conducting its investigations, KAB will strive to keep the identity of the complaining individual as confidential as possible, while conducting an adequate review and investigation.
KAB will not retaliate against an employee in the terms and conditions of employment because that employee: (a) reports to a supervisor, to the executive director or the Board of Directors what the employee believes in good faith to be a violation of the law; or (b) participates in good faith in any resulting investigation or proceeding.
KAB may take disciplinary action (up to and including termination) against an employee who in management’s assessment has engaged in retaliatory conduct in violation of this policy.
Chief Executive Officer
-Eg Kah Yee
Benny T. Hu