Board of Directors
Tan Sri Datuk Dr. Haji Omar Bin Abdul Rahman
Chairman / Independent Non-Executive Director
An active contributor to the science and technology industry in Malaysia and formerly Science Advisor in the Prime Minister’s Department, Tan Sri Omar served on a number of national committees and initiated various programmes for the country’s technology advancement management, research and development and commercialization. This includes the establishment of Technology Park Malaysia Corporation, the Malaysian Industry-Government Group for High Technology, Composite Technology (Research) Malaysia Sdn Bhd and Malaysia Technology Development Corridor.
It is the primary responsibility of the Board of Directors (“the Board”) in managing the business and operational activities of the Company and its subsidiaries (“Group”). The Board believes that good corporate governance practices are pivotal towards enhancing ethical business conduct, promoting sustainability initiatives and strengthening corporate accountability in maintaining the confidence of shareholders/investors.
Purpose of the Charter
The primary objective of the Company’s Board Charter is to set out the collective functions and responsibilities of the Board.
Composition of the Board
The Board shall comprise of not less than two (2) nor more than twelve (12) directors. The compositions of the independent and non-independent directors are carefully considered to ensure that the Board is effective and well-balanced.
The Board must ensure that at least (2) or at least (1/3) one-third of the board members are independent directors. In the event of any vacancy in the Board, resulting in non-compliance with this requirement, the vacancy must fill within three (3) months.
The Nomination Committee reviews the size and composition of the Board and Board Committees annually, which include the skill sets, experience and functional knowledge of the Board to ensure a balanced Board composition.
The Board respects the requirement for gender diversity, emphasis shall first be placed on the qualities, experience and skills of a candidate irrespective of gender, which would best correspond to the composition of the Board so as to function effectively and efficiently.
Appointment of new directors shall be recommended by the Nomination Committee and Remuneration Committee and approved by the Board as a whole. In seeking potential candidates for new appointments, the Board takes into account the current and future needs of the Board.
Directors should notify the Chairman before accepting any new directorship in writing and total attendance of board of directors’ meetings held during a financial year should be at least 50%. Each director is to serve a maximum of five (5) board directorships with public listed companies in Malaysia.
The basis of assessment for independent director is done in accordance with the definition of independent director pursuant to the Listing Requirement i.e. items/criteria (a) to (g) of the definition.
The tenure of an independent director should not exceed a cumulative term of nine (9) years. Upon completion of nine (9) years, the independent director may continue to serve on the Board subject to the director’s re-designation as a non-independent director. The Board may justify and to seek shareholders’ approval in the event he desires to retain as an independent director, a person who has served in that capacity for more than (9) nine years.
The Chairman shall be a non-executive director, preferably independent, and the role of the Chairman and Group Managing Director / Chief Executive Officer (“CEO”) shall be separated with a clear division of responsibilities, ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making.
The Board has appointed Tan Sri Datuk Dr. Haji Omar Bin Abdul Rahman as the Senior Independent Non-Executive Director to serve as a point of contact for investors and shareholders when the normal channel of communication is considered to be inappropriate or inadequate.