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THE BOARD CHARTER
  • 1.0 INTRODUCTION
    The Board of Directors (“Board”) is accountable and responsible for the performance of Selangor Dredging Berhad (“Company” or “SDB”) and its subsidiaries (“Group”). All Board members are expected to provide leadership and direction to SDB Group, as well as overseeing the management and making major decision and policy.

    In addition, the Board is also responsible for achieving a high level of good corporate governance.


  • 2.0 PURPOSE
    This Board Charter sets out the role, functions, composition, operation and processes of the Board by adopting the principles of good corporate governance and practice. In addition, it also assists the Board in the assessment of its own performance and its individual Directors.

    This Board Charter is not an “all inclusive” document and should be read as a broad expression of principles. The Board Charter will be reviewed on a periodic basis and may be amended by the Board from time to time.


  • 3.0 THE BOARD
    3.1. The Board Membership

    3.1.1 Composition

    The Constitution of the Company provides for a minimum of two (2) directors and a maximum of 11 directors. Nonetheless, at least one third of the members should be independent directors. The Independent Directors provide independent judgment, experience and objectivity without subordinated to operational considerations.

    They help to ensure that the interests of all shareholders are indeed taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.

    The Board shall appoint a Senior Independent Director who will also attend to any query or concern raised by shareholders.

    The composition and size of the Board are reviewed from time to time to ensure its appropriateness.


    3.1.2 Appointments and Re-election

    The appointment of a new Director is a matter for consideration and decision by the full Board, upon the recommendation from the Nomination Committee (“NC”).

    In making these recommendations, the NC will consider the required mix of skills, experience and diversity, including gender, where appropriate, which the Director brings to the Board.

    The Constitution of the Company provides that every newly appointed Director be subjected to re-election at the immediate Annual General Meeting (“AGM”). Further, one third (1/3) of the Board shall retire from office and be eligible for re-election at every AGM, and all the Directors shall submit themselves for re-election at least every three (3) years.


    3.1.3 Independence of Director

    The Board assesses the independence of the Directors annually by taking into consideration of their disclosed interests and having regard to the criteria for assessing the independence of Directors under the annual Board Assessment. A separate assessment for Independent Directors is also undertaken annually.

    There is no limit impose on the length of service of the Independent Directors, as the Board believes they can exercise objectivity and independent judgement to discharge their responsibilities and their duty to safeguard the interests of the minority shareholders, if they pass independence assessment.


    3.1.4 New Directorship

    Directors are expected to have such expertise so as to qualify them to make a positive contribution to the Board performance of its duties and to give sufficient time and attention to the affairs of the Company. Any Director shall notify the Chairman before accepting any new directorship and the notification shall include the indication of time that will be spent on the new appointment.


    3.2 Board Role

    3.2.1 Duties and Responsibilities

    The Board assumes, amongst others, the following duties and responsibilities:-
    1. review and adopt the overall strategic plans and programmes for the Company and Group; 
    2. ensure the Group’s core values, vision and mission and shareholders’ interests are met; 
    3. establish such committees, policies and procedures to effectively discharge the Board’s roles and responsibilities; 
    4. ensure the Company has appropriate corporate governance structures in place including standards of ethical behaviour and promoting a culture of corporate responsibility; 
    5. promote better investor relations and shareholder communications; 
    6. review the adequacy and the integrity of the management information and internal controls systems of the Company and Group; 
    7. identify principal risks and ensure implementation of a proper risk management system to manage such risks; and 
    8. initiate a Board self-evaluation program and follow-up action to deal with issues arising and arrange for directors to attend courses, seminars and participate in development programs as the Board judges appropriate.

    The Board’s role includes, but not limited to the above matters. The Board may choose to delegate some of these responsibilities to one or more of its Board Committees. This delegation of responsibilities will be reflected in the terms of reference of the respective Board Committees.


    3.2.2 Matters Reserved for the Board

    The following are matters which are specifically reserved for the Board:- 
    1. approval of corporate plans and programmes; 
    2. approval of annual budgets, including major capital commitments; 
    3. approval of new ventures; 
    4. approval of material acquisitions and disposals of undertakings and properties, if need be, recommend for shareholders’ approval; and 
    5. changes to the management and control structure within the Company and its subsidiaries (“Group”), including key policies and delegated authority limits.


    3.3 Position Description

    3.3.1 The Chairman

    The Board ensures that its Chairman is a non-executive member of the Board. The role of the Chairman is to ensure that the Board is functioning effectively and to undertake the following activities:
    1. Instilling good corporate governance practices, leadership and effectiveness of the Board.
    2. Monitor the workings of the Board, especially the conduct of Board meetings.
    3. Ensure that all relevant issues for the effective running of the Company’s business are on the agenda.
    4. Ensure that quality information to facilitate decision-making is delivered to Board members on a timely basis.
    5. Encourage all Directors to play an active role in Board activities.
    6. Chair general meetings of shareholders.


    3.3.2 Managing Director

    The key responsibilities of the Managing Director are:
    1. develop strategic direction of the Company;
    2. ensure Board decisions are implemented and Board directions are responded to;
    3. provide directions in the implementation of short and long-term business plans;
    4. provide strong leadership; i.e. effectively communicating a vision, management philosophy and business strategy to the employees;
    5. keep Board fully informed of all important aspects of the Company’s operations and ensure sufficient information is distributed to Board members; and
    6. ensure day-to-day business affairs of the Company are effectively managed.


    3.3.3 Independence of Director

    An independent director must fulfill the provisions and definition of independent director of the Listing Requirements at all times and must declare their independence to the Board annually.

    The tenure of an independent director should not exceed a cumulative term of nine years. Upon completion of the nine years, an independent director may continue to serve on the board subject to the director’s re-designation as a non-independent director. In the event the Board retains an independent director, who has served in that capacity for more than nine years, the Board must justify and seek shareholders’ approval.

    The responsibilities of an independent director are:
    1. provide and enhance the necessary independence and objectivity to the board;
    2. ensure effective checks and balances on the board;
    3. mitigate any possible conflict of interest in policy-making process and the day-to-day management of the Company;
    4. constructively challenge and contribute to the development of business strategy and direction of the Company; and
    5. ensure that adequate systems and controls to safeguard the interests of the Company are in place.


    3.4 Relationship between the Board and Management
    The Board delegates responsibility for the operation and management of the Company business to the Managing Director and the management team.

    Management is accountable to the Board and is to fulfill this responsibility through the provision of reports and briefings on a regular basis throughout the year.

    Head of the respective division units and relevant management personnel may be invited to attend the Board meetings.


    3.5 Board Committees
    The Board may from time to time establish Committees as is considered appropriate to assist in carrying out its duties and responsibilities. The Board delegates certain functions to the following Committees to assist in the execution of its responsibilities:-
    1. Audit Committee; 
    2. Nomination Committee; 
    3. Remuneration Committee; and 
    4. Investment Committee. 

    The Committees shall operate under clearly defined terms of reference. The Committees are authorised by the Board to deal with and to deliberate on matters delegated to them within their terms of reference.

    The Chairman of the respective Committees shall report to the Board the outcome of the Committee meetings and such reports or minutes will be included in the Board papers.


    3.6 Board Meetings
    The Board shall conduct at least four (4) scheduled meetings annually, with additional meetings to be convened as and when necessary.

    All Directors will be provided with the performance and progress reports on a timely basis prior to the scheduled Board meetings. A full agenda of the meeting and all Board papers, including complicated issues or specific matters, would be distributed in advance to ensure Directors are well informed and have the opportunity to seek additional information, and are able to obtain further clarification from the Company Secretary, should such a need arise. Where necessary, the services of other senior management or external consultants will be arranged to brief and help the Directors to clear any doubt or concern.


    3.7 Financial Reporting
    In presenting the annual financial statements and quarterly announcements to the shareholders, including other price sensitive public reports and reports submitted to regulators, the Board aims to present a balanced and understandable assessment of the Group’s position and prospects.

    The Board ensures that the financial statements is prepared in accordance with the Companies Act and applicable approved accounting reporting standards, so as to give a true and fair view of the state of affairs of the Group and the Company.


    3.8 Directors’ Remuneration

    The Remuneration Committee of the Company will review the remuneration for the Managing Directors and Senior Management on yearly basis based on SDB Group performance.

    In the case of Non-Executive Directors, the level of remuneration reflects the contribution and level of responsibilities undertaken by the particular Non-Executive Director.

    The annual fees to be paid to non-executive Directors will be recommended by the Board Company and subject to ordinary resolution of the shareholders.


    3.9 Directors’ Training & Continuing Education

    In addition to the Mandatory Accreditation Programme as required by the Bursa Malaysia Securities Berhad (“Bursa Malaysia”), the Directors shall continue to update their knowledge and enhance their skills through appropriate continuing education programmes and life-long learning. This will enable Directors to effectively discharge duties and sustain active participation in the Board deliberations.

    While management, Company Secretary, Internal and External Auditors will brief the Board on changes in the legislative, regulatory or industry framework which impact the Company, the Board shall assess the training needs of the Directors from time to time.


  • 4.0 INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION

    The Board shall place great importance in ensuring the high standards of transparency and accountability in its communication to shareholders, as well as to potential investors, analysts and the public. The shareholders shall be informed of all material matters affecting the Company and Group.

    The ways of communication to shareholders and investors, amongst others, are as follows:- 

    1. timely announcements and disclosures made to the Bursa Malaysia, which include quarterly financial results, material contract awarded, changes in the composition of the Group and any other material information that may affect investors’ decision making; 
    2. press conference which is normally held after each Company’s AGM and/or Extraordinary General Meeting to provide the media an opportunity to receive an update from the Board on the proceedings at the meetings and to address any query or area of interest of the media; and; 
    3. make available of the summary of the Group’s investor relations activities during the financial year and additional corporate information and/or disclosures of the Group for reference on the website. 

    The AGM is the principal forum for dialogue with shareholders. The Board also encourages shareholders to participate in the question and answer session at the AGM.


  • 5.0 ACCESS TO INFORMATION AND INDEPENDENT ADVICE

    The Directors, collectively or individually, may seek independent professional advice and information in the furtherance of their duties at the Company’s expense, so as to ensure the Directors are able to make independent and informed decisions.


  • 6.0 CONFLICT OF INTEREST

    Directors are required to take all reasonable steps to avoid actual, potential or perceived conflict of interests with the Company’s interest.


    Should there be actual, potential or perceived conflict of interest between a Company and a director, or a person connected with Director such as a spouse, other family member, or a related Company, the interested director shall make full disclosure in bona fide and act honestly in the best interest of the Company and shall not participate in deliberations and shall abstain himself from casting his votes in any matter arising there from.


  • 7.0 REVIEW OF THE BOARD CHARTER

    The Board Charter has been updated by the Board on 24 May 2018. Any subsequent amendment to the Charter can only be approved by the Board.

    The Board Charter will be periodically reviewed 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 made available for reference in the Company’s website at www.sdb.com.my.


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