MEGA SUN CITY HOLDINGS BERHAD (640850-U)
BOARD CHARTER

1. INTRODUCTION

  • The Board of Directors ("the Board") of Mega Sun City Holdings Berhad ("the Company" or "Mega") is responsible for governing and overseeing the direction of the Company with the objective of creating sustainable growth and enhancing shareholders' value. Towards this end, the Board strives to achieve highest standards of ethics, professionalism and corporate governance.

2. PURPOSE

  • This Board Charter outlines the structure and composition of the Board and set out the roles, functions, powers, duties and responsibilities of the Board to ensure that Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members. It also provides a benchmark in the assessment of the Board as a whole and of each director individually.

3. THE BOARD

  • 3.1 Composition
    • The Board shall ensure that its composition reflects a diversity of backgrounds, skills, experience and knowledge in the various areas of business, economics, finance, legal, management and strategy as may be required for the Board to discharge their duties and responsibilities diligently and effectively. In addition, the Board shall also be composed of an appropriate balance of executive and independent non-executive members.

      The Articles of Association of the Company provides for a minimum of two (2) directors and maximum of twelve (12) directors.

      At any one time, at least two (2) or one-third (1/3), whichever is higher, of the Board members shall be independent directors who shall provide independent and objective opinion, judgment and decision to the Board so that the interests of shareholders are safeguarded.

      In compliance with the Malaysian Code of Corporate Governance, the tenure of an independent director shall not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, an independent director may continue to serve on the Board subject to the director's re-designation as a non-independent director. However, the Board may, after evaluation of the director's performance, seek shareholders' approval to retain the said director as an independent director.
  • 3.2 Appointment and Re-election
    • The Nomination Committee established by the Board is responsible for evaluating and nominating suitable candidates to the Board to ensure proper Board composition as well as to fill a casual vacancy. The appointment of additional directors is made as and when it is deemed necessary with due consideration given to the mix of expertise, knowledge and experience required for an effective Board.

      At each annual general meeting, one third (1/3) of the directors for the time being or, if their number is not a multiple of three (3), the number nearest to one third (1/3) with minimum of one (1), shall retire from office and an election of directors shall take place each year, provided always that all directors shall retire at least once in every three (3) years but shall be eligible for re-election.

      Any new director appointed either to fill a casual vacancy or as an additional director shall hold office until the next annual general meeting of the Company and shall then be eligible for re-election.

      Directors over seventy (70) years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965.
  • 3.3 Independence of Directors
    • The Board, through the Nomination Committee, shall assess the independence of directors annually, taking into consideration interests disclosed by the directors and having regard to the criteria for assessing the independence of directors pursuant to the relevant guidelines.
  • 3.4 Roles of the Board
    • The Board's main role is to govern and set the strategic direction of the Company and shall assume, amongst others, the following principal responsibilities:
      (a) review and adopt strategic plans for the Company;
      (b) oversee the conduct of the Company's business to ensure it is properly managed;
      (c)
      identify principal risks and ensure the implementation of appropriate internal controls and mitigation measures;
      (d) oversee human resource development process including succession planning;
      (e) oversee the development and implementation of shareholders communications policy; and
      (f)
      review the adequacy and integrity of the Company's system of internal controls and management information system.

    • The following are matters which are specifically reserved for the Board:
      (a) corporate strategic plan and corporate exercises;
      (b)
      change in corporate structure and business investment proposals including new ventures, divestment of existing business;
      (c) substantial acquisitions or capital expenditure;
      (d) acceptance of banking facilities;
      (e) review and approval of quarterly financial results and audited financial statements;
      (f) appointment and/or removal of Company Secretary and external auditors; and
      (g) amendments to terms of reference of Board committees.
  • 3.5 Roles of Independent Non-Executive Directors
    • An independent non-executive director is not a member of the management and is free of any relationships or any direct or indirect pecuniary interests which could interfere in the exercise of independent judgment. Accordingly, an independent non-executive director will be able to contribute independent and objective views, advices and recommendations on policies and procedures, strategies, risk management, internal controls and investment judgment, having regard to the duties to act in the best interest of the Company and shareholders.
  • 3.6 Roles of Chairman
    • The Chairman is responsible for the leadership, effective conduct and governance of the Board and shall:
      (a) lead the Board and ensure its effectiveness in discharging its responsibilities;
      (b) ensure efficient conduct of the Board's functions and meetings;
      (c) facilitate the effective contributions of the directors at Board meetings; and
      (d) promote constructive relations amongst directors and between directors and management.
  • 3.7 Board Committees
    • The Board may from time to time establishes committees deemed appropriate to assist in carrying out its duties and responsibilities. Presently, there are three (3) committees established by the Board as follows:
      Audit Committee
      Nomination Committee
      Remuneration Committee

      All the committees have clearly defined terms of reference and are authorised by the Board to deal with matters delegated to the committees respectively within their terms of reference. The Board receives reports of the committee's meeting proceedings and deliberations.
  • 3.8 Board Meetings
    • The Board meets regularly at least four (4) times a year with due notice of matters to be discussed and records its deliberation and conclusion in discharging its duties and responsibilities. Additional meetings will be convened as and when required. In the intervals between Board meetings, for exceptional matters requiring urgent Board's decision, Board's approvals are sought via circular resolutions, which are supported with sufficient information required to make an informed decision.
  • 3.9 Directors' Training
    • The Board acknowledges the fact that continuous education is vital for the Board members to gain insight into the state of economy, latest regulatory updates and management strategies. The Board reviews and assesses training needs of the directors from time to time to ensure that the directors continue to update their knowledge and enhance their skills through appropriate continuing education programme and lifelong learning.

      All Board members are required to attend the Mandatory Accreditation Programme as prescribed by the ACE Market Listing Requirements.

4. COMPANY SECRETARY

  • The Company Secretary plays an important advisory role and is the source of information and advice to the Board on issues relating to compliance with laws, rules, regulations and procedures affecting the Group.

    Appointment and removal of the Company Secretary shall be a reserved matter for the Board and the Board shall ensure the appointed Company Secretary is of person capable of carrying out the duties that the post entails.

    Amongst the responsibilities of the Company Secretary are as follows:
    advise the Board and committees on governance matters;
    ensure compliance with listing requirements and related regulatory obligations;
    ensure proper recording of minutes in meetings of directors, committees and shareholders;
    ensure timely update of statutory registers and records; and
    assist Board and committee chairman in the conduct of meetings.

5. CODE OF ETHICS

  • The directors are expected to conduct themselves with the highest ethical standards and are guided by the Code of Ethics for Company Directors issued by the Companies Commission of Malaysia in discharging their duties.

6. REVIEW OF BOARD CHARTER

  • The Board Charter shall be periodically reviewed by the Board and shall be amended from time to time as the Board shall deem appropriate.