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Corporate Governance

1. OBJECTIVE
  1. Ensuring that the Board is effective with an appropriate mix of skills, knowledge and experience to discharge its responsibilities and duties in meeting the Company’s mission, vision, culture and values.
  2. Ensuring an appropriate framework and succession plan in place to achieve diverse talent pipeline for the Board and senior management.
  3. Ensuring the appointment of Board members and senior management are based on objective criteria such as diversity in skills, experience, expertise, professionalism, integrity, age, gender and background. However, the ultimate decision as to who shall be nominated shall be the responsibility of the full Board after considering the recommendations of the Committee.
2. COMPOSITION
  1. The Board shall appoint the members from amongst the Directors and shall consist of not less than three (3) members, all of whom shall be Non-Executive Directors with a majority of them being Independent Non-Executive Directors.
  2. The Chairman of the Committee shall be an Independent Non-Executive Director.
  3. The Chairman of the Board should not be a member of the Committee.
  4. No Alternate Director shall be appointed as a member of the Committee.
  5. All members of the Committee shall hold office only as long as they serve as Directors of the Company. If any member of the Committee ceases to be a Director of the Company, his or her membership in the Committee shall automatically cease forthwith.
  6. In the event that the membership of the Committee for any reason is reduced to less than three (3), the Board shall, within three (3) months from the date of that event, appoint such number of new member(s) as may be required to make up the minimum number of three (3) members.
  7. The Company Secretary shall be the Secretary of the Committee.
3. AUTHORITY
  1. Seek the services of a Company Secretary who must ensure that all appointments are properly made.
  2. Have full and unrestricted access to any information pertaining to the Company or the Group in order to perform its duties.
  3. Obtain external legal or other independent professional advice as necessary for the performance of its duties.
4. DUTIES AND RESPONSIBILITIES
  1. To review annually the effectiveness of the Board as a whole, the committees of the Board and the contribution of each individual Director.
  2. To review and recommend to the Board for approval, the appropriate size, composition, mix of skills and experience, and diversity (including gender diversity) of the Board and Board Committees, including core competencies that non-executive and executive directors should possess.
  3. To consider, evaluate and propose to the Board any new board appointment, whether of executive or non-executive position, as well as Directors due for re-election by assessing their suitability based on a prescribed set of criteria comprising but not limited to the following:
    1. Assess the candidates’ expertise, skills, knowledge, experience, professionalism, commitment, contribution, performance, integrity, competence and character.
    2. Independence and conflicts of interest.
    3. External directorship of the candidate.
    4. Other considerations including age, ethnicity and gender.
    5. In the case of candidates being considered for the position of Independent Director, such candidates should be of calibre, and credibility and have the necessary skill and experience to bring an independent judgement to bear on issues considered by the Board.
    6. In the case of candidates filling seats in respect of the Audit and Risk Management Committee in particular, to ensure the candidate is financially literate and possesses a wide range of necessary skills to discharge his/her duties.
  4. Establish an appropriate framework at the Board level for succession planning and boardroom diversity.
  5. Review annually the training programmes attended by the Directors for each financial year as well as the training programmes required to aid the Directors in the discharge of their duties as Directors and to keep abreast with industry developments and trends.
  6. Review and assess the independence of Independent Directors on an annual basis and the Directors meet the identified independence criteria and are not disqualified under the relevant regulations.
  7. Review the tenure of each director and ensure that the annual re-election of a director is based on satisfactory evaluation of the director’s performance and contribution to the Board and meet the criteria as set out in the Fit and Proper policy.
  8. Assess and review on an annual basis the effectiveness of the Board as a whole, Board Committees, and the contribution of each individual Director and Chief Executive Officer including his/her character, competence, experience, gender diversity and commitment. All the assessments and evaluations carried out by the Committee in the discharge of its duties shall be disclosed in the Annual Report.
  9. Evaluate and review the performance of the Board and senior management including the performance of the Board and senior management in addressing the company’s material sustainability risks and opportunities.
  10. Review Board and senior management succession plans and oversee the development of a diverse pipeline for Board and management succession, including the future Chairman, Executive Directors and/or Chief Executive Officer.
  11. Review annually the term of office and performance of the Audit and Risk Management Committee and each of its members to determine whether the Audit and Risk Management Committee and its members have carried out their duties in accordance with their terms of reference.
  12. Carry out such other functions as may be delegated by the Board from time to time.
5. PROCEEDINGS OF MEETINGS
  1. The Committee shall meet not less than once a year and additional meetings may be called as and when deemed necessary.
  2. The quorum for a meeting of the Committee shall consist of two (2) members and a majority of the members present must be Independent Directors.
  3. The meeting of the Committee may be held and conducted through the telephone or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly.
  4. A matter put to vote at the Committee meetings shall be decided by a simple majority of the votes. In the event of an equality of votes, the Chairman has the casting vote. The Chairman shall not have a casting vote when only (2) members (one of whom is the Chairman) form a quorum or when only two members are competent to vote on the question at issue.
  5. Any member of the Committee who has an interest or is involved directly or indirectly in any matter under consideration by the meeting, must declare his/her interest in the matters and he/she shall abstain from deliberating and voting.
  6. The Committee may, as and when deemed necessary, invite any Board members or any member of management or any employee of the Company, who the Committee thinks fit, to attend the meetings to assist and provide pertinent information as necessary.
  7. The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
  8. Minutes of Committee meetings shall be kept by the Company at the registered office or a place determined by the Board pursuant to the Companies Act 2016 and circulated to each member of the Committee and the Board.
  9. The Company Secretary, in consultation with the Chairman of the Committee, shall draw up the agenda and notice of the meeting.
  10. The notice of the meeting, shall be circulated at least five (5) business days or shorter notice where it is unavoidable, prior each meeting to the members of the Committee. Notices may also be sent via facsimile, electronic mail or by any means of telecommunication.
  11. Meeting papers should be clear and comprehensive in order to provide concise information to the members to facilitate their deliberation and decision making. All members are given sufficient time to review the meeting papers prior to Board meetings.
  12. A resolution in writing signed or approved by letter, electronic mail or other forms of electronic communications by all Committee members shall be deemed to have been passed at a meeting of the Committee duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one (1) or more Committee members.
6. REVIEW OF THE TERMS OF REFERENCE
  1. The Terms of Reference shall be reviewed and updated from time to time to ensure its relevancy.
  2. The latest copy of the Terms of Reference of the Committee shall be made available on the Company’s website.
 

1. OBJECTIVE

  1. Periodically review the remuneration policies through a transparent and independent process for the Managing Director, Executive Directors, Non-Executive Directors and senior management.
  2. Reviewing and making recommendations for approval by the Board in respect of matters relating to the remuneration of Directors and senior management.

2. COMPOSITION

  1. The Board shall appoint the members from amongst the Directors and shall consist of not less than three (3) members, all of whom shall be Non-Executive Directors with a majority of them being Independent Non-Executive Directors.
  2. The Chairman of the Committee shall be an Independent Non-Executive Director.
  3. The Chairman of the Board should not be a member of the Committee.
  4. No Alternate Director shall be appointed as a member of the Committee.
  5. All members of the Committee shall hold office only as long as they serve as Directors of the Company. If any member of the Committee ceases to be a Director of the Company, his or her membership in the Committee shall automatically cease forthwith.
  6. In the event that the membership of the Committee for any reason is reduced to less than three (3), the Board shall, within three (3) months from the date of that event, appoint such number of new member(s) as may be required to make up the minimum number of three (3) members.
  7. The Company Secretary shall be the Secretary of the Committee.

3. AUTHORITY

  1. Seek the services of a Company Secretary who must ensure that all appointments are properly made and that all decisions made regarding the remuneration packages of Executive Directors are properly recorded.
  2. Have full and unrestricted access to any information pertaining to the Company or the Group.
  3. Obtain external legal or other independent professional advice as necessary for the performance of its duties.

4. DUTIES AND RESPONSIBILITIES

  1. Review the remuneration policies and packages of the Executive Directors, members of the Committees of the Board and senior management, and recommend to the Board for approval.
  2. Ensure that the remuneration packages of Executive Directors and senior management reflect the market value, merit, qualification, expertise, performance, responsibilities, taking into consideration the Group’s business and performance.
  3. Ensure that Non-Executive Directors receive the level of remuneration packages that reflect the experiences, responsibilities and time commitment undertaken.
  4. Review major changes in employee remuneration and benefit structures throughout the Group.
  5. To carry out other responsibilities, functions or assignments as may be prescribed by the Board from time to time.

5. PROCEEDINGS OF MEETINGS

  1. The Committee shall meet not less than once a year and additional meetings may be called as and when deemed necessary.
  2. The quorum for a meeting of the Committee shall consist of two (2) members and a majority of the members present must be Independent Directors.
  3. The meeting of the Committee may be held and conducted through the telephone or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly.
  4. A matter put to vote at the Committee meetings shall be decided by a simple majority of the votes. In the event of an equality of votes, the Chairman has the casting vote. The Chairman shall not have a casting vote when only two (2) members (one of whom is the Chairman) form a quorum or when only two members are competent to vote on the question at issue.
  5. Any member of the Committee who has an interest or is involved directly or indirectly in any matter under consideration by the meeting, must declare his/her interest in the matters and he/she shall abstain from deliberating and voting.
  6. The Committee may, as and when deemed necessary, invite any Board members or any member of management or any employee of the Company, who the Committee thinks fit, to attend the meetings to assist and provide pertinent information as necessary.
  7. The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
  8. Minutes of Committee meetings shall be kept by the Company at the registered office or a place determined by the Board pursuant to the Companies Act 2016 and circulated to each member of the Committee and the Board.
  9. The Company Secretary, in consultation with the Chairman of the Committee, shall draw up the agenda and notice of the meeting.
  10. The notice of the meeting, together with the meeting materials, shall be circulated at least five (5) business days or shorter notice where it is unavoidable, prior each meeting to the members of the Committee.
  11. Meeting papers should be clear and comprehensive to provide concise information to the members to facilitate their deliberation and decision-making. All members are given sufficient time to review the meeting papers prior to Board meetings.
  12. A resolution in writing signed or approved by letter, electronic mail or other forms of electronic communications by all Committee members shall be deemed to have been passed at a meeting of the Committee duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one (1) or more Committee members.

6. REVIEW OF THE TERMS OF REFERENCE

  1. The Terms of Reference shall be reviewed and updated from time to time to ensure its relevancy.
  2. The latest copy of the Terms of Reference of the Committee shall be made available on the Company’s website.



1. OBJECTIVE

The purpose of the Audit and Risk Management Committee (“Committee”) is to assist the Board in fulfilling its statutory and fiduciary responsibilities in regard to reviewing the financial reporting process, system of risk management and internal controls, internal and external audit process and outcomes, as well as undertaking any such other functions as may be determined by the Board from time to time.

2. COMPOSITION

  1. The Committee shall be appointed by the Board from amongst the Directors and shall consist of not less than three (3) members, all of whom shall be Non-Executive Directors with a majority of them being Independent Non-Executive Directors.
  2. All members of the Committee should be financially literate, competent and have sufficient understanding of the Company’s business and must be able to read, analyse, interpret and understand financial statements, and ask pertinent questions about the Company’s reporting process. All members of the Committee should undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules.
  3. No Alternate Director shall be appointed as a member of the Committee.
  4. At least one (1) member of the Committee:
    1. Must be a member of the Malaysian Institute of Accountants; or
    2. If he/she is not a member of the Malaysian Institute of Accountants, he/she must have at least three (3) years’ working experience and:
      • must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
      • must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountant Act 1967; or
    3. Fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad (“Bursa Securities”).
  5. The members of the Committee shall elect a Chairman from among their number, who shall be an Independent Non-Executive Director.
  6. The Chairman of the Board shall not be a member of the Committee.
  7. No former audit partner shall be appointed as a member of the Committee before observing a cooling-off period of at least three (3) years.
  8. All members of the Committee shall hold office only as long as they serve as Directors of the Company. If any member of the Committee ceases to be a Director of the Company, his or her membership in the Committee shall automatically cease forthwith.
  9. The appointment of a Committee member terminates when the member ceases to be a Director, or as determined by the Board.
  10. In the event that the membership of the Committee for any reason is reduced to less than three (3), the Board shall, within three (3) months from the date of that event, appoint such number of new member(s) as may be required to make up the minimum number of three (3) members.
  11. The terms of office and performance of the Committee and each of its members shall be reviewed by the Nomination and Remuneration Committee annually to determine whether the duties of the Committee have been carried out in accordance with this Terms of Reference.
  12. The Secretary of the Committee shall be the Company Secretary.

3. AUTHORITY

The Committee is authorised by the Board to:

  1. Investigate any matters within its terms of reference;
  2. Have the resources required for the purpose of discharging its functions and responsibilities;
  3. Have full and unrestricted access to any information pertaining to the Company or the Group;
  4. Have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;
  5. Obtain external legal or other independent professional advice as necessary for the performance of its duties;
  6. Convene meetings with the external auditors, the internal auditors, or both, excluding the attendance of other directors and employees of the Group, whenever deemed necessary.

4. DUTIES AND RESPONSIBILITIES

4.1 External Audit

  1. Review the nomination, appointment and re-appointment, resignation, dismissal and suitability of external auditors and consider the audit fee, resources, experience, independence and any other issues.
  2. Review and discuss with the external auditors on the:
    1. Audit plan, its scope and nature, including any changes to the scope of the audit plan;
    2. Audit Report;
    3. Evaluation of the system of internal controls;
    4. Assistance given by the employees of the Company to the external auditors;
    5. External auditors’ management letter and management’s response thereto.
  3. Discuss problems and reservations arising from the interim and final external audits, and any matters the external auditors may wish to discuss (in the absence of management, where necessary).
  4. Evaluate the independence and objectivity of the external auditors in their provision of services, including non-audit services.

4.2 Internal Audit Function

  1. Ensure that the internal audit function (whether in-house or outsourced) is independent of the activities it audits and in relation thereto:
    1. Mandate the Internal Audit function to report directly to the Committee;
    2. Review the adequacy of the scope, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work;
    3. Review the internal audit plan or charter, programme, processes, and the reporting structure;
    4. Review the findings of the internal auditor’s reports, investigations undertaken and whether or not appropriate actions are taken by the management;
    5. Approve any appointment or termination of internal audit member of the Internal Audit function;
    6. Review the appraisal or evaluation on the performance of the internal audit function on an annual basis;
    7. Review or take cognisance of resignation of internal audit staff member (for in-house internal audit function);
    8. Review the assistance given by the employees and Management to the Internal Auditors;
    9. Review any special audit which the Committee deems necessary.
  2. Review the internal audit plan, processes, and investigations undertaken to ensure appropriate actions are taken.

4.3 Risk Management and Internal Control

  1. Establish an adequate and effective Group’s risk management and internal control framework.
  2. Review the risk management framework, policies and processes, evaluate the overall adequacy and effectiveness of the system, and recommend to the Board for approval.
  3. Review significant risks (including operational, financial, compliance, sustainability, reputational risks) and assess mitigating actions.
  4. Review the adequacy of resources in managing the risk framework.

4.4 Financial Reporting

  1. Review the quarterly results and year-end financial statements, focusing on:
    1. Accounting policy changes;
    2. Financial reporting issues, significant judgements, and unusual transactions;
    3. Audit adjustments;
    4. Judgement areas;
    5. Going concern assumption;
    6. Compliance with standards and laws.
  2. Ensure the financial statements present a true and fair view.
  3. Understand relevant non-financial information to enhance reporting integrity.
  4. Ensure consistency between financial and operational information.

4.5 Related Party Transactions and Conflict of Interest

  1. Review related party transactions and conflicts of interest.
  2. Ensure recurrent transactions comply with shareholder mandates.
  3. Ensure non-recurring transactions serve the Company’s interest and protect minority shareholders.

4.6 Others

  1. Review statutory financial reports for Annual Report inclusion.
  2. Ensure compliance with laws and best practices.
  3. Review regulatory and compliance reports.
  4. Receive management updates on compliance.
  5. Review Anti-Bribery & Corruption and Whistleblowing Policies.
  6. Verify ESOS allocation compliance, if applicable.
  7. Review business continuity plan implementation.
  8. Carry out other Board-agreed duties.
  9. Report suspected frauds, internal control issues, or legal breaches.
  10. Report unresolved matters to Bursa Securities if required.

5. PROCEEDINGS OF MEETINGS

  1. Meet at least four (4) times annually or as needed.
  2. Quorum is two (2) members, majority Independent Directors.
  3. Meetings may be conducted via teleconference or other communication tools.
  4. Decisions by simple majority; no casting vote if only two members form a quorum.
  5. Members with conflicts must declare and abstain from voting.
  6. CFO, internal and external auditors may be invited to attend.
  7. Meet external auditors without management at least annually.
  8. Secretary to minute proceedings and resolutions.
  9. Minutes to be kept at registered office and circulated to Committee and Board.
  10. Company Secretary to prepare agenda in consultation with the Chairman.
  11. Meeting notice to be circulated at least five (5) business days prior.
  12. Meeting papers to be clear, comprehensive and provided in advance.
  13. Written resolutions approved by all members shall be deemed as passed.

6. REVIEW OF THE TERMS OF REFERENCE

  1. The Terms of Reference shall be reviewed and updated from time to time to ensure its relevancy.
  2. The latest copy of the Terms of Reference of the Committee shall be made available on the Company’s website.

1. INTRODUCTION

This Remuneration Policy (“Policy”) sets out the criteria to be used in recommending the remuneration package of Directors and Senior Management of Reach Ten Holdings Sdn Bhd and its subsidiaries (collectively known as the “Group”).

2. OBJECTIVES

The Policy is designed to meet the following objectives:

  • (a) To attract, motivate, retain and reward Directors and Senior Management who will manage and drive the Group’s success.
  • (b) To determine the level of remuneration package for Non-Executive Directors that is commensurate with their responsibilities.
  • (c) To ensure that the remuneration packages remain competitive with the relevant industry and market.

3. SCOPE AND APPLICATION

This Policy is developed in line with the Malaysian Code on Corporate Governance (“MCCG”) and is intended to provide guidance for the Board and the Remuneration and Nomination Committee (“RNC”) of the Board in determining the remuneration of individual Directors and Senior Management.

This Policy should be read together with the following relevant legislations:

  • Companies Act 2016;
  • Main Market Listing Requirements; and
  • Capital Markets and Services Act 2007 (Amendment 2012).

In the event of any conflict between this Policy and the aforementioned legislations, the provisions of the legislations shall prevail.

4. REMUNERATION POLICY AND PROCEDURES

4.1 Executive Directors

  • (a) The remuneration package of Executive Directors shall consist of base salary, fixed allowances, benefits-in-kind, bonuses, performance incentives and other applicable benefits.
  • (b) The base salary is determined according to:
    • (i) Scope of duties, responsibilities and accountability;
    • (ii) Level of skills and experience;
    • (iii) Ethical values, internal balances and strategic targets of the Group;
    • (iv) Corporate and individual performance; and
    • (v) Current market rates within the industry and among comparable companies.
  • (c) The remuneration package shall be competitive to attract and retain individuals with the requisite experience and expertise to manage the business effectively.

4.2 Non-Executive Directors

  • (a) The remuneration package shall consist of Directors’ fees, benefits-in-kind, meeting allowances and other applicable benefits. It shall not be based on commission, percentage of profits or turnover.
  • (b) The package is determined by the Board based on recommendations from the RNC, taking into consideration the experience, responsibilities, time commitment, and industry benchmark.
  • (c) The RNC shall review the remuneration package of Non-Executive Directors annually. Upon receiving recommendations, the Board will propose the package for shareholders’ approval at the Annual General Meeting.

4.3 Senior Management

  • (a) The remuneration of Senior Management shall consist of base salary, fixed allowances, benefits-in-kind, bonuses, performance incentives and other applicable benefits.
  • (b) The remuneration package shall be competitive to attract and retain individuals with the relevant experience and expertise to manage the Group effectively.

5. REVIEW OF THE POLICY

The RNC is responsible for the regular review of this Policy and shall recommend any necessary changes to the Board for approval as and when deemed appropriate.

1. INTRODUCTION

The Board of Directors (“Board”) of Reach Ten Holdings Berhad (the “Company”) regards Corporate Governance as vitally important to the success of the Company’s business. It is unreservedly committed to applying the principles necessary to ensure that the following principles of good governance are practiced throughout the Company and its subsidiaries (“Group”) in all of its business dealings in respect of its shareholders and relevant stakeholders:

  1. 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.
  2. All Board members are expected to act professionally, thereby upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.
  3. All Board members are responsible to the Company for achieving a high level of good governance.
  4. This Board Charter shall constitute and form an integral part of each Director’s duties and responsibilities.

This Board Charter is not exhaustive and must be read together with the provisions of the Companies Act 2016, the Company’s Constitution, the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the recommended principles of the Malaysian Code of Corporate Governance (“MCCG”), and any other applicable law or regulatory requirements. In case of any inconsistency between this Board Charter and the aforementioned requirements (as from time to time amended), the aforementioned requirements shall prevail.

2. OBJECTIVES

This Board Charter serves to ensure that all Board members, acting on behalf of the Company, are aware of their duties and responsibilities as Board members, as well as the various legislations and regulations affecting their conduct. Furthermore, it aims to ensure that the principles and practices of good Corporate Governance are consistently applied in all their dealings in respect, and on behalf of the Company.

3. DUTIES AND RESPONSIBILITIES OF THE BOARD

3.1 Role of The Board

The Board’s roles and responsibilities are governed by the Company’s Constitution and also in accordance with the Act, Listing Requirements of Bursa Securities, the MCCG, the Capital Markets and Services Act 2007, and any other prevailing regulatory corporate governance practices and laws or regulatory requirements.

The Board is responsible for the proper stewardship of the Group and is the ultimate decision-making body responsible for leading and managing the Group’s business. The Directors, collectively and individually, have a legal and fiduciary duty to act in the best interest of the Group and to effectively represent and promote the interests of the shareholders and stakeholders to achieve its vision towards corporate sustainability.

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:

  1. Establish and review the strategic goals and direction of the Group;
  2. Review and adopt strategic plans to enhance long-term value creation by taking into account economic, environmental, social and governance factors;
  3. Review and approve budgets and financial results and ensure the integrity of financial and non-financial reporting;
  4. Oversee the conduct of the Company’s businesses and to evaluate whether the business is being properly managed and sustained;
  5. Identify principal risks, establish risk appetite, and ensure implementation of appropriate internal controls and mitigation measures to achieve a proper balance between risks incurred and potential returns to the shareholders;
  6. Ensuring the implementation of risk management frameworks and internal control systems to manage financial and non-financial risks;
  7. Assess the adequacy and integrity of the internal control systems to ensure compliance with applicable laws, regulations, rules, directives and guidelines;
  8. Evaluate and assess management performance to ensure proper business management;
  9. Establish and oversee a succession planning programme for senior management and the Board;
  10. Promote a good governance culture, reinforcing ethical, prudent and professional behaviour;
  11. Develop and ensure effective corporate communication procedures with shareholders and stakeholders;
  12. Review, challenge, decide on management’s proposals for the Group, monitor its implementation by management and approve any major corporate proposals, new business ventures or joint ventures of the Group;
  13. Review and approve the reports of Audit and Risk Management Committee (“ARMC”), Nomination Committee (“NC”) and Remuneration Committee (“RC”) at the end of each financial year;
  14. Review and approve the Company’s annual report, which includes the Corporate Governance Overview Statement in compliance with the MCCG;
  15. Undertake a formal and objective annual evaluation to determine the effectiveness of the Board, the Board Committees and each individual Director; and
  16. Review through the ARMC any conflict of interest or potential conflict of interest (collectively, “COI”) that has arisen, or may arise within the Group, including but not limited to transactions, procedures, or courses of conduct that raise concerns about the integrity of management, together with the measures taken to resolve, eliminate, or mitigate the COI, and disclose them in the ARMC report.

3.2 Matters Reserved for The Board

The Board reserves full decision-making powers to ensure the direction and control of the Group. The matters specifically reserved for the collective decision of the Board which may be varied from time to time as determined by the Board are set out below: –

  • Annual business plan and budgets (including major capital commitments);
  • Strategic issues and planning, including sustainability;
  • Material acquisitions and disposals of undertakings and properties not in the ordinary course of business;
  • Material investments in capital projects;
  • New ventures/Overseas ventures;
  • Material corporate or financial exercise/restructuring;
  • Quarterly financial results and audited financial statements;
  • Dividend policy or declaration of dividends;
  • Material borrowings;
  • Proposed appointment of external auditors and their audit fees;
  • Key human resources issues;
  • Directors’ Fees and allowances;
  • Management approval authority limits;
  • COI issues relating to substantial shareholders, directors or management;
  • Corporate Governance issues and related policies.
  • Any matters or transactions that fall within the ambit of the Board pursuant to the Act, Listing Requirements of Bursa Securities, the Company’s Constitution or any other applicable laws and regulations (including related party transactions, recurrent related party transactions and conflict of interest situation).

3.3 Division of Roles Between the Chairman of the Board and the Group Managing Director

  1. The Company aims to ensure a balance of power and authority between the Chairman and the Group Managing Director (“GMD”) with a clear division of responsibility between the running of the Board and the Company’s business respectively. The positions of Chairman and GMD are separated and clearly defined.
  2. The Chairman of the Board may be an Executive or Non-Executive Director. In cases where the Chairman of the Board is not an Independent Director, the Board is supportive of the recommendation set forth by the MCCG, where the Board shall comprise a majority of Independent Directors.
  3. The Chairman of the Board shall not be a member of the ARMC, RC and NC to maintain a system of checks and balances as well as ensure an objective review by the Board.
  4. The Chairman is responsible for ensuring the integrity and effectiveness of the governance process of the Board and acts as a facilitator at meetings of the Board and shareholders.
  5. The GMD leads the executive management and is responsible for the effective implementation of the Group’s policies and strategies. The GMD holds the overall responsibility for overseeing and managing the day-to-day operations of the Group.

3.4 Role of The Chairman

The Chairman will act independently in the best interest of the Group and is responsible for ensuring Board effectiveness and promoting the highest standards of integrity, probity, and corporate governance throughout the Group.

The Chairman is primarily responsible for the following:

  1. Providing leadership for the Board so that the Board can perform its responsibilities effectively;
  2. Setting the board agenda and ensuring that board members receive complete and accurate information in a timely manner;
  3. Leading Board meetings and acting as a facilitator at the Board and ensuring appropriate level of interaction among Board members;
  4. Encouraging active participation and allowing dissenting views to be freely expressed;
  5. Managing the interface between Board and Management;
  6. Ensuring that appropriate steps are taken to provide effective, transparent and regular communication with stakeholders and that their views are communicated to the Board as a whole; and
  7. Leading the Board in the adoption and implementation of good corporate governance practices in the Company.

3.5 Role of the Group Managing Director

The GMD is the conduit between the Board and the Management in ensuring the success of the Company’s governance and management functions.

The GMD is responsible for implementing the policies, strategies and decisions approved by the Board. In cases where these directives are not implemented, the GMD must promptly report to the Board, providing explanations for the reasons behind non-implementation.

The GMD is primarily responsible to the Board for the following:

  1. Providing strong leadership and ensuring that the business objectives, strategies and policies are communicated across all levels in the Group;
  2. Spearhead the business direction of the Group and implementing the day-to-day decisions on the business operations, managing resources and risks in pursuing the corporate objectives of the Group;
  3. Ensure that the Group’s policies, strategies and decisions approved by the Board are effectively implemented; and
  4. Ensure that the senior management has the necessary skills and experience to manage the Group.

The Board delegates day-to-day powers and duties to the GMD, who may further delegate functions to the Management.

All matters exceeding the delegated authority of the GMD must be referred to the Board for approval.

3.6 Role of The Senior Independent Non-Executive Director

The Board shall appoint a Senior Independent Non-Executive Director from among the Independent Non-Executive Directors.

The Senior Independent Non-Executive Directors are primarily responsible for the following: –

  1. Serve as a designated contact to whom shareholders’ concerns or queries may be raised, as an alternative to the formal channel of communication with shareholders and other stakeholders on areas that cannot be resolved through normal channels of contact with the Chairman, GMD or management;
  2. Ensure all Independent Non-Executive Directors have the opportunity to give input on the agenda and advise the Chairman on the quality, quantity and timeliness of the information submitted by management that is necessary or appropriate for the Independent Non-Executive Directors to perform their duties effectively; and
  3. Serve as the principal conduit between the Independent Non-Executive Directors and the Chairman of the Board on sensitive issues.

3.7 Role of the Independent Non-Executive Director

Independent Non-Executive Directors are not involved in day-to-day operations and running of the Company, they should bring objectivity and independent perspective of the business in board deliberations.

The responsibilities of Independent Non-Executive Directors include the following:

  1. To ensure there is a proper check and balance on the Board by providing unbiased and independent views in Board deliberations and decision-making, focusing on the interests of shareholders and other stakeholders, and not solely on the interests of a particular faction or group, including minority shareholders;
  2. Bring impartial views to the Board when the interests of Management, the Company, and/or the shareholders diverge, such as executive performance and remuneration, related party transactions and audit;
  3. Review the risk management and internal control systems to ensure that they are adequate and effective; and
  4. Devote sufficient time to update their knowledge and enhance their skills through appropriate continuing education programmes, to stay abreast of industry issues, market developments, and trends, enabling them to sustain active participation in Board deliberations.

3.8 Board Committees

  1. The Board may, from time to time, establish appropriate Committees and delegate specified matters to individual members or Committees of the Board to oversee critical or major functional areas and address matters that require detailed review or in-depth consideration.
  2. All such committees shall be provided with written Terms of Reference that clearly state the extent and limits of their responsibilities and authority, specifically whether they have the authority to decide on behalf of the Board or are required to report back to the Board.
  3. The following standing committees have been established by the Board with their respective Terms of Reference:
    1. The ARMC assists and supports the Board primarily in the area of governance structure, financial reporting process by liaising with the external auditors, reviewing and monitoring the Group’s system of risk management and internal control by liaising with the internal auditors.
    2. The NC assists the Board in overseeing matters relating to the nomination and selection of new directors, the annual assessment of the performance and effectiveness of the Board and Board Committees, ensuring measures are in place for succession planning of Directors, Board Committees and Senior Management.
    3. The RC assists the Board on matters relating to the remuneration of Directors and senior management.
  4. The Board is collectively responsible for any decision made by any Board Committee. The Board Committees may only perform the tasks delegated to them by the Board and should not exceed the authority conferred on them. Decisions which by law must be made by the Board shall not be delegated to the Board Committees.
  5. The evaluation of the Committees and their members, including the Chairman thereof, will be performed annually. The Terms of Reference of the Board Committees are available on the Company’s website at www.reach10.com.

4. BOARD MEMBERSHIP

4.1 Composition and Board Balance

  1. The Board shall comprise a balance of Executive Directors and Non-Executive Directors (including Independent Non-Executive Directors) such that no individual or a group of individuals can dominate the Board’s decision making.
  2. The Board shall consist of qualified individuals who possess a diverse set of skills, knowledge, experiences, cultural backgrounds, gender and the necessary time commitment to effectively discharge their roles.
  3. As prescribed by the Company’s Constitution, the number of Board members shall not be less than two (2) and not more than nine (9) Directors. The Board is responsible for determining the appropriate size, composition and diversity of its members to facilitate effective deliberation, review and decision-making.
  4. At any one time, at least two (2) or one-third (1/3), whichever is higher, of the Board members shall be Independent Directors to provide unbiased independent judgement and to promote good corporate governance. The composition and size of the Board will be reviewed from time to time to ensure its effectiveness with the assistance of the NC.
  5. Any dissenting views by a Director on matters discussed at a Board meeting will be reflected in the Board minutes.
  6. The Board is supportive of gender boardroom diversity. The Board shall strive to have 30% female directors as the MCCG recommends. In any event, the Board shall comprise at least one (1) female director as required by the Listing Requirements.
  7. In the event of any vacancy in the Board of Directors, resulting in non-compliance with paragraph 15.02(3) of the Listing Requirements of Bursa Securities, the Company must fill the vacancy within three (3) months of the event.

4.2 Appointment, Retirement and Re-election

  1. The appointment of a new Director is a matter for consideration and decision by the full Board upon appropriate recommendation from the NC.
  2. The NC is delegated by the Board to assess the suitability of candidates to ensure that they are capable of adding value to the Board and are fit and proper to act as Directors of the Company. In this regard, the NC is responsible for ensuring that the selection of potential candidates is conducted without any form of discrimination.
  3. To enhance Board effectiveness, the NC is guided by the Terms of Reference of the NC and the Company’s Fit and Proper Policy in assessing all members of the Board for the appointment of new Directors and re-election of Directors who retire and offer themselves for re-election, before recommending to the Board.
  4. No person shall be appointed, re-appointed, elected or re-elected as a Director on the Board or continue to serve as a Director if the person is or becomes an active politician. A person is considered an “active politician” if he/she is a Member of Parliament, State Assemblyman or holds a position at the Supreme Council or division level in a political party.
  5. In accordance with the Company’s Constitution, at least 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 to one-third (1/3), shall retire from office every year provided always that all Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election in the Annual General Meeting (“AGM”). Any new Director appointed during the year shall be in office until the next AGM of the Company and shall be eligible for re-election.
  6. Independent Directors who have served the Board for a term exceeding nine (9) years may continue to serve on the Board subject to being re-designated as a Non-Independent Director. To retain an Independent Director who has served for a cumulative term of nine (9) years, the Board shall make recommendations and provide justification to seek shareholders’ approval at the AGM through a two-tier voting process as follows:

    Tier 1: Only the Large Shareholder(s) of the Company votes

    Tier 2: Shareholders other than Large Shareholder(s) votes

    The decision for the above resolution is determined based on the vote of Tier 1 and a simple majority of Tier 2. If there is more than one Large Shareholder, a simple majority of votes determine the outcome of the Tier 1 vote. The resolution is deemed successful if both Tier 1 and Tier 2 votes support the resolution. However, the resolution is deemed to be defeated where the vote between the two tiers differs or where Tier 1 voter(s) abstained from voting.
  7. According to the Listing Requirements, an Independent Director shall not serve for a cumulative period of more than twelve (12) years from the date of first appointment as an Independent Director. Beyond this threshold, such an Independent Director must resign or be re-designated as a Non-Independent Director.
  8. A candidate shall not be considered fit for directorship if he or she: –
    1. has been convicted by a court of law, whether within Malaysia or elsewhere, of an offence in connection with the promotion, formation or management of a corporation;
    2. has been convicted by a court of law, whether within Malaysia or elsewhere, of an offence involving bribery, fraud or dishonesty or where the conviction involved a finding that he acted fraudulently or dishonestly; or
    3. has been convicted by a court of law of an offence under the securities laws of Malaysia or the Act,
      within a period of five (5) years from the date of conviction or if sentenced to imprisonment, from the date of release from prison, as the case may be.
  9. The office of a Director shall become vacant if the Director: –
    1. resigns by giving a written notice to the Company at its registered office;
    2. retires in accordance with the Act or the Constitution of the Company but is not re-elected;
    3. is removed from office in accordance with the Act or the Constitution of the Company;
    4. ceases to be a Director under Section 198 or 199 of the Act;
    5. becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the Mental Health Act 2001;
    6. dies;
    7. otherwise vacates office in accordance with the Constitution of the Company;
    8. is absent from more than 50% of the total Board meetings held during a financial year; or
    9. is convicted by a court of law, whether within Malaysia or elsewhere, in relation to the offences listed in 4.2(h) above.

 

1.0 OBJECTIVE

1.1 This Fit and Proper Policy (“Policy”) serves as a guide to the Nomination Committee (“NC”) and the Board of Directors (“Board”) to review and assess the potential candidates for the appointment as Directors of the Group as well as Directors who are seeking for re-election in Reach Ten Holdings Sdn Bhd (“the Company”), its subsidiaries (collectively known as the “Group”).

1.2 This Policy is to ensure that Directors of the Group possess the character, integrity, relevant range of skills, knowledge, experience, competence and time commitment to carry out their roles and responsibilities effectively in the best interest of the Group and its stakeholders, and as prescribed under Paragraph 2.20A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

2.0 FIT AND PROPER CRITERIA

2.1 A candidate undergoing the fit and proper assessment must first not be disqualified from being a director pursuant to the prevailing laws and regulations of Malaysia (in the case of the Company) or the jurisdiction of incorporation of the Company’s subsidiary.

2.2 In accessing if a candidate met the criteria under this Policy, the Board and NC should consider factors which includes but are not limited to the following:

A. Character and Integrity

(i) Probity

  • Is compliant with legal obligations, regulatory requirements and professional standards.
  • Has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court.

(ii) Personal Integrity

  • Has not perpetrated or participated in any business practices which are deceitful, oppressive, improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct.
  • Service contract (i.e., in the capacity of management or director) had not been terminated in the past due to concerns on personal integrity.
  • Has not abused other positions (i.e., political appointment) to facilitate government relations for the Group in a manner that contravenes the principles of good governance.

(iii) Financial Integrity

  • Manages personal debts or financial affairs satisfactorily.
  • Demonstrates ability to fulfil personal financial obligations as and when they fall due.

(iv) Reputation

  • Is of good repute in the financial and business community.
  • Has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years.
  • Has not been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management.

B. Experience and Competence

(i) Qualifications, Training and Skills

  • Possesses education qualification that is relevant to the skill set that the director is earmarked to bring to bear onto the boardroom (i.e., a match to the board skill set matrix and strategic priorities of the Group).
  • Has a considerable understanding on the workings of a corporation.
  • Possesses general management skills as well as understanding of corporate governance and sustainability issues.
  • Keeps knowledge current based on continuous professional development.
  • Possesses leadership capabilities and a high level of emotional intelligence.

(ii) Relevant Experience and Expertise

  • Possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities.

(iii) Relevant Past Performance or Track Record

  • Had a career of occupying a high-level position in a comparable organisation, and was accountable for driving or leading the organisation’s governance, business performance or operations.
  • Possesses commendable past performance record as gathered from the results of the board effectiveness evaluation (applicable for re-election and reappointment of directors).

C. Time and Commitment

(i) Ability To Discharge Role Having Regard to Other Commitments

  • Able to devote time as a board member, having factored other outside obligations including concurrent board positions held by the director across listed issuers and non- listed entities (including not-for-profit organisations).

(ii) Participation And Contribution in The Board or Track Record

  • Demonstrates willingness to participate actively in board activities.
  • Demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the boardroom.
  • Manifests passion in the vocation of a director.
  • Exhibits ability to articulate views independently, objectively and constructively.
  • Exhibits open mindedness to the views of others and ability to make considered judgment after hearing the views of others.

3.0 EVALUATION OF NEW APPOINTMENT AND RE-ELECTION OF DIRECTORS

3.1 The NC is responsible to evaluate each candidate based on the fit and proper criteria as set out in paragraph 2.2 above before making the relevant recommendation to the Board on the proposal regarding new appointment and re-election of directors for approval.

3.2 For re-election of Directors, the Directors will be evaluated by the NC based on the annual board assessments as well as the fit and proper criteria set out in paragraph 2.2 above before recommending to the Board for approval.

3.3 For new appointments, the candidates are required to complete the fit and proper declaration forms and authorise the Group to perform the relevant background checks, if necessary.

4.0 REVIEW

4.1 The NC is responsible for regular review of the Policy and making any recommended changes to the Board for approval as and when necessary.