Board Charter

1. INTRODUCTION

The Directors of HARBOUR-LINK GROUP BERHAD (“HLG” or “the Company”) regard Corporate Governance as vitally important to the success of HLG’s business and are unreservedly committed to applying the principles necessary to ensure that the following principles of good governance are practised 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.
  • All Board members are expected to act in a professional manner, thereby upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.
  • All Board members are responsible to the Company for achieving a high level of good governance.
  • This Board Charter shall continue and form an integral part of each Director’s duties and responsibilities.

This Board Charter is not a total document and should be read as an expression of principle for optimising corporate performance and accountability. The Board will review and update (if necessary) the Board Charter on an annual basis.

2. OBJECTIVES

The objectives of this Board Charter are to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good Corporate Governance are applied in all their dealings in respect and on behalf of the Company.

In pursuit of the ideals in this Board Charter, the intention is to exceed “minimum legal requirements” with due consideration to recognised standards of best practices locally and internationally.

3. THE BOARD

3.1  Role

3.1.1       The Board is in charged of leading and managing the Company in an effective and responsible manner. Each Director has a legal duty to act in the best interest of the Company. The Directors, collectively and individually, are aware of their responsibilities to shareholders and Stakeholders for the manner in which the affairs of the Group are managed.

3.1.2       The Board meets in person at least once every quarter to facilitate the discharge of their responsibilities. Members of the management who are not Directors may be invited to attend and speak at meetings on matter relating to their sphere of responsibilities.

3.1.3       Duties of the Board include establishing the corporate vision and mission, as well as the philosophy of the Company, setting the aims of the management and monitoring the performance of the management.

3.1.4       The Board assumes the following specific duties:-

(a)     To review and adopt the HLG’s strategic plans to ensure that resources are available to meet the growth of the Group;

(b)    To oversee the conduct of the Group’s business and to evaluate whether the business is being properly managed;

(c)     To approve annual budget;

(d)    To review budgetary control and conformance strategies;

(e)     To identify principal risks and to ensure the implementation of appropriate systems that encourage enhancement of effectiveness in Board and management;

(f)     To keep pace with the modern risks of business and other aspects of governance that encourage enhancement of effectiveness in Board and management;

(g)    Be accountable to the shareholders to ensure the Group has appropriate corporate governance that operates efficiently and transparently;

(h)    Establishing a succession plan;

(i)     To review and approve annual reports to the shareholders; and

(j)      To review the adequacy and integrity of the Group’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines.

3.2    Board Structure

3.2.1       The Regulations governing the management of HLG are found in the Company’s Articles of Association which stipulates among others, the appointment and number of Directors, the election of a Chairman of the Board; who will preside at all Board meetings, the appointment of CEO/Managing Director and