Board Charter

  1. PURPOSE

    The Board Charter sets out the role, composition and responsibilities of the Board of Directors (the "Board") of Econpile Holdings Berhad (the "Company").

  2. COMPOSITION OF THE BOARD

    • The Board shall comprise of individuals with a wide range of experience, expertise and business acumen necessary to govern the Company. Pursuant to the Company’s Articles of Association, the number of directors of the Company shall not be less than two (2) directors and not more than twelve (12) directors.

    • Pursuant to Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Board shall ensure at least two (2) or one third (1/3) of the Board, whichever is higher, are Non-Executive Independent Directors (“Independent Directors”). The Independent Directors provide independent judgement, experience and objectivity without being subordinated to operational considerations.

    • The size and composition of the Board shall be reviewed periodically in accordance with the needs of the Company.

  3. PRINCIPAL ROLES AND RESPONSIBILITIES OF THE BOARD

    • The Directors recognise the key role they play in charting the strategic direction, development and control of the Company. The principal responsibilities of the Board include the following:-

      1. Reviewing the Company’s strategic plans with a view to ensure that shareholder value is protected and enhanced;
      2. Overseeing and evaluating the conduct of business of the Company to ensure compliance with legal and regulatory requirements;
      3. Overseeing the adequate communication to shareholders and relevant stakeholders;
      4. Overseeing Company’s business operations and financial performance;
      5. Identifying the main risks associated with the Company and reviewing the procedures and internal control systems to mitigate the risks; and,
      6. Providing input to succession plans for executive and management roles.

  4. MATTERS RESERVED FOR THE BOARD

    Key matters reserved for the Board’s approval shall include but not limited to quarterly and annual financial statements, business expansion and restructuring plans, material acquisitions and disposals, and issuance of new securities.

  5. CHAIRMAN, GROUP MANAGING DIRECTOR (“Group MD”) AND GROUP CHIEF EXECUTIVE OFFICER (“Group CEO”)

    • The Board recognises the importance of clear division of responsibility at the head of the Company to ensure a balance of power and authority. The Board adopts the recommendation of Malaysian Code on Corporate Governance 2012 (“MCCG 2012”) that the chief executive officer and chairman shall not be the same person, and the chairman must be a non-executive director. The Group MD and Group CEO hold the primary executive responsibility for the Company’s business performance. The division of responsibilities between the Chairman, the Group MD and the Group CEO is set out below.

    • Responsibilities of the Chairman

      The Chairman is responsible for leadership of the Board and ensuring the Board functions effectively. He is responsible for, amongst others:-

      1. Ensuring the effectiveness of all aspects of the Board’s role;
      2. Ensuring the efficient organisation and conduct of Board meetings to ensure that the Board maintains an in-depth understanding of the Company’s businesses and performance;
      3. Facilitating open and constructive communications between Board members;
      4. Acting as a mentor and independent sounding board to the Group MD and Group CEO; and,
      5. Implementing an annual review of the performance of the Board as a whole.

    • Responsibilities of the Group MD

      The Group MD is responsible for running the affairs of the Company under delegated authority from the Board and to implement the policies and strategies set by the Board. The Group MD is responsible for, amongst others:-

      1. Acting as the primary conduit between the Board and the management to ensure compliance of corporate governance;
      2. Developing strategic business plans and corporate strategies;
      3. Providing effective leadership, direction and supervision of the management to achieve the strategic, operational and financial objectives of the Company;
      4. Ensuring effective risk management system and internal control processes at the Company;
      5. Ensuring effective communication with shareholders and relevant stakeholders; and,
      6. Keeping the Board informed of all material developments and issues concerning the Company’s businesses.

    • Responsibilities of the Group CEO

      The Group CEO assists the Group MD in all of the responsibilities stated above. In addition, the Group CEO is responsible for the following, amongst others: -

      1. Overseeing the day-to-day running of the business, implementation of policies and strategies adopted by the Board, and making of commercial and operational decisions;
      2. Developing short- and long-term operational plans, acquiring and allocating resources for different projects;
      3. Managing overall project operations of the Company which includes leading the delivery of projects on time, within budget and in line with quality standards;
      4. Monitoring the operating and financial results against plans and budgets; and,
      5. Developing effective risk management system and internal control processes at the Company.

  6. COMPANY SECRETARY

    • The appointment and removal of the Company Secretary is a matter for the Board as a whole. The Board recognises the fact that the Company Secretary should be suitably qualified and capable of carrying out the duties required of the post.

    • The Company Secretary is responsible for ensuring that Board procedures are followed, that the applicable rules and regulations for the conduct of the affairs of the Board are complied with and for all matters associated with the maintenance of the Board or otherwise required for its efficient operation.

  7. BOARD COMMITTEES

    • The Board has established the following committees (the “Committees”) to assist it in discharging its responsibilities:-

      1. Audit and Risk Management Committee;
        The committee shall assist the Board in fulfilling its responsibilities relating to financial reporting, risk management and internal control, and reviewing the works of external and internal auditors.
      2. Nomination Committee; and,
        The committee shall assist the Board in nominating new directors, reviewing the composition and size of the Board, and assessing the effectiveness of the Board as a whole, its Committees and the contribution of each Director.
      3. Remuneration Committee
        The committee shall assist the Board in establishing remuneration for Executive Directors and Non-Executive Directors in all its forms.

    • The Committees are headed by Independent Directors and operate under defined terms of reference. The Board may delegate specific responsibilities to ad hoc committees from time to time.

  8. DIRECTORS’ TRAINING AND DEVELOPMENT

    In addition to the Mandatory Accreditation Programme as required by MMLR of Bursa Securities, the Directors shall continue to enhance their knowledge and skills through relevant training and development programmes so as to discharge their duties more effectively.

  9. BOARD MEETINGS

    • The Board shall conduct at least four (4) meetings per annum with additional meetings to be convened as and when necessary to deal with urgent matters which might arise between scheduled meetings.

    • The Chairman may request the attendance of any person at the Board meeting who is responsible for, or associated with, a matter included as an agenda item at a Board meeting.

    • The Board shall be supplied with full agenda and Board Papers in advance of each Board meeting.

  10. ACCESS TO INDEPENDENT ADVICE

    The Directors, collectively or individually, may seek independent professional advice to fulfil their responsibilities at the expense of the Company.

  11. CODE OF ETHICS AND CONDUCT

    The Board shall observe the Code of Ethics for Company Directors issued by the Companies Commission of Malaysia which provides guidance on the standards for prudent business practices as well as the standards for ethical behaviour of the Directors.

  12. CORPORATE DISCLOSURE AND SHAREHOLDER COMMUNICATION

    • The Board shall observe the corporate disclosure framework under MMLR of Bursa Securities and be guided by the Corporate Disclosure Guide issued by Bursa Securities to provide timely and material information of the Company to its shareholders and stakeholders to facilitate their decision-making processes

    • The Board shall commit to high standards of transparency and accountability in its communication to shareholders and stakeholders.

    • The Board shall ensure that Annual General Meeting (the “AGM”) provides the opportunity for effective communication with, and constructive feedback from the shareholders.

  13. FINANCIAL REPORTING

    • The Board shall ensure that the Company’s financial statements are prepared in compliance with the applicable accounting standards, and are reliable source of financial information, so as to give a true and fair view of the state of affairs of the Company.

    • The Board shall endeavour to present a balanced and understandable assessment of the Company’s financial position and prospects.

  14. REVIEW OF BOARD CHARTER

    • The Board Charter was adopted by the Board on 21 August 2014. The Board Charter shall be reviewed periodically and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board’s responsibilities.

    • The Board Charter is accessible at the Company’s website at www.econpile.com