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Annual Report 2013
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BOARD CHARTER
This Charter sets out clear functions reserved for the board and those delegated to management.
A.
ROLES OF BOARD
1.
Board Composition
The composition of the Board shall make up of directors including independent directors in compliance with the Listing Requirements of Bursa
Malaysia Securities Berhad and all other applicable laws.
2.
Role of Board
The Board recognizes its duties and has adopted this Charter as a general statement of its expectations as to how it will discharge its duties. The
Board also believes that this Charter will be of assistance to the Board in its ongoing assessment of its own performance and that of individual
Directors.
The Board’s principal functions and responsibilities include the followings:-
(a)
Setting and reviewing strategic plans for the Group.
(b)
Identifying principal risks and implementing appropriate system to manage such risks.
(c)
Oversee the performance of Group businesses.
(d)
Review the adequacy of the Group’s system of internal controls.
3.
Role of Directors
3.1
In discharging his/her duties, each Director must:-
(a)
exercise care and diligence;
(b)
act in good faith in the best interest of KKB;
(c)
not improperly use his/her position or misuse information of KKB;
(d)
commit the time necessary to discharge effectively his/her role as a Director.
3.2
Independent Directors and External Auditor should confer at least twice a year without the presence of the Executive Directors.
4.
Role of Chairman
(a)
Provide strong leadership by being able to marshal the board’s priorities more objectively.
(b)
Overseeing the Board in the effective discharge of its supervisory role.
5.
Role of Group Managing Director (GMD)
a)
The GMD is charged by the Board with the day-to-day leadership and management of the Company.
(b)
The GMD is expected to ensure that the Company has an administrative structure that will enable it to be profitable while meeting its
business, legal, regulatory and policy obligation.
(c)
The GMD is expected to honestly and candidly keep the Board fully informed as to the Company’s progress and of any material
deviations from the goals, objectives or policies established by the Board.
6.
Role of Board Committees
The Board has established various Board Committees to assist in the discharge of duties and responsibilities. The Chairman of respective
Committees will report to the Board on matters considered and submit recommendations to the Board for approval as appropriate.
AUDIT COMMITTEE (AC)
Terms of Reference:
(a)
Objective
The primary objective of the Audit Committee is to assist the Board of Directors (“Board”) in the effective discharge of its fiduciary
responsibilities for corporate governance, financial reporting and internal control.
(b)
Composition
•
The Audit Committee must comprise of not less than three (3) members and all members must be Non-Executive Directors, with
majority as independent directors being directors independent of management free of any relationship that in the opinion of the
Board would interfere with the exercise of independent judgment on Audit Committee Members.
•
The Chairman of the Audit Committee shall be an Independent Director. In the absence of the Chairman, other members shall
amongst themselves elect a Chairman.
•
At least one (1) member of the Audit Committee:-
i)
must be a member of the Malaysian Institute of Accountants; or
ii)
if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working experience
and:-
I)
he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act, 1967; or
II) 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
iii) fulfils such other requirements as prescribed or approved by the Exchange.
•
Alternate Director is not allowed to become a member of the Audit Committee.
•
If the number of members is reduced to below three (3) by reason of resignation, death or for any other reason ceases to be a
member with the result that the number of members is reduced to below three (3), the Board shall within three (3) months of
the event, appoint such number of new members as may be required to fulfill the minimum requirement.
APPENDIX I