Homeritz | Home Living Furniture Manufacturer and Export
 
Board Charter
1.0 SCOPE
1.1 The Board has approved this Charter to set out its role, responsibilities and powers, taking into account corporate governance obligations, best practices, and relevant regulations.
1.2 The Board shall review the Charter from time to time and as when necessary to and compliance with regulatory and legal requirements, which will take precedence over any stipulation of this charter.
1.3 The Charter will be made available on the Company’s website.
2.0 BOARD COMPOSITION POLICY
2.1 The Board shall be composed of a combination of Directors with a mix of skills appropriate to providing the necessary breadth and depth of knowledge and experience to serve the Company’s best interests. No regards shall be giving to gender, race or religion when considering appointments to the Board. Suitability of qualifications and experience and synergy with the overall composition of the Board are factors which the Company values and will take into account. The size of the Board shall be determined by the needs of the Company. Nevertheless, the Board composition shall always be in full compliance with all current and applicable laws and regulations.
2.2 The Board should comprise at least two (2) directors or one-third (1/3) of its Board (whichever is higher) are independent directors. If the number of directors is not three (3) or multiple of three (3), then the number nearest to one-third (1/3) must be used. If a vacancy in Board results in non compliance with the required composition, the vacancy must be filled within three (3) months (paragraph 15.02 of Main Market Listing Requirement (“Listing Requirements”)).
2.3 The Board shall establish and maintain a Nominating Committee to regularly review the number, mix and effectiveness of Directors on the Board so as to determine whether the Board remains appropriate and effective, subject to any applicable regulatory constraints.
2.4 Due to the relatively small size of the Group, the current size and composition of the Board is optimum and well balanced, and caters effectively to the scope of the Group’s operations. The Board does not intend to appoint an Independent Chairman to the Board. The Board shall identify a Senior Independent Non-Executive Director to facilitate communications with any stakeholders whom concerns could not be appropriately be dealt with by the Managing Director and/or the Executive Director.
3.0 ROLE AND RESPONSIBILITIES OF THE BOARD
3.1 The Board’s role is to represent and serve the interests of shareholders by overseeing and appraising the Company’s strategies and policies and monitoring management’s implementation of them. The Board’s principal objective is to maintain and increase shareholder value while ensuring that the Group’s overall activities are properly managed.
3.2 The Board is answerable to shareholders generally, and specifically to General Meetings of shareholders.
3.3 The list below are matters specifically reserved for the Board’s decision:
3.3.1 Any substantial change in existing businesses and/or the entry and diversification into new and unrelated businesses by the Company and Group.
3.3.2 The change in name of the Company or any of its subsidiary companies.
3.3.3 The change in the share capital of the Company or any of its subsidiary companies.
3.3.4 The acquisition or sale of intangible assets such as trademarks, intellectual property or licenses except in the ordinary course of business.
3.3.5 The licensing out of the group’s trademarks or intellectual property except in the ordinary course of business.
3.3.6 The entry into related party transactions with a value exceeding 0.25% of any of the percentage ratios as defined in Chapter 10 of Listing Requirements or more than RM500,000.
3.3.7 The acquisition of any properties, quoted or unquoted securities.
3.3.8 The appointment and changes of the Company’s cheque signatories and their associated limits of authority.
3.3.9 The appointment and changes of the Company’s corporate representatives.
3.3.10 The Group’s annual operating and capital expenditure budget and business strategies associated therewith.
3.3.11 The Company’s official communications to the public and/or shareholders, including Press Releases, Announcements, Annual Reports, Letters and Circulars.
3.3.12 The calling of General Meetings of the Company except where such meetings have been properly called by shareholders independently of the Board as provided for in the Company’s Articles of Association.
3.3.13 The recommendation of dividend payments for shareholders’ approval and the dates for closure of books.
3.3.14 The entry into or termination of any contract that is likely to have a material impact on the financial performance of the Group.
3.3.15 Changes to the composition of the Board of Directors and Board Committees.
3.3.16 Changes to the composition of the Board of Directors and Board Committees.
3.3.17 Changes to the corporate structure of the Group involving movement in shareholding structures including the incorporation of new subsidiary or associated companies, divestment of subsidiaries or associated companies and entry into joint ventures.
4.0 BOARD AUTHORITY AND POWER
4.1 The Board shall have authority on the corporate decisions stated in the Companies Act, Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) and the Articles of Association of the Company that require the passing of ordinary or special resolutions by the Board.
4.2 The Board shall also have the power to delegate specific functions and authority to its Board Committees to assist in the discharge of its responsibilities.
4.3 The Board has full, unrestricted and timely access to all information pertaining to the Group’s business affairs. All members of the Board have access to the advice and services of the Company Secretaries and are entitled to obtain professional opinions or advice from external consultants when the need arises at the expense of the Group. The Company Secretary attends all Board meetings and is responsible for ensuring that Board procedures as well as statutory and regulatory requirements relating to the duties and responsibilities of the Directors are complied with.
5.0 ROLE OF MANAGING DIRECTOR, EXECUTIVE DIRECTOR & NON-EXECUTIVE DIRECTORS.
5.1 The Managing Director holds the primary executive responsibility for the Group’s business performance and manages the Group in accordance with the strategies and policies approved by the Board. He leads the Executive Directors in making and implementing day-to-day operational business decisions, managing resources and risks in pursuing the corporate objectives of the Group. He brings material and other relevant matters to the Board, motivates employees, and drives change/innovation and growth within the Group.
5.2 Executive Directors are involved in leadership roles overseeing the day-to-day operations within their specific area of expertise or assigned responsibility. They represent the company at the highest level and are decision makers on matters within their scope of works. They liaise frequently with the Managing Director and with each other to lead the management to drive the Group forward.
5.3 Non-Executive Directors are not involved in the day-to-day running of the Group, but contribute their particular expertise and wealth of experience to developing the business strategy. They have various roles in the Board Committees and contribute significantly, especially in the enhancement of the corporate governance and controls of the Group. They must be individuals of high calibre, sound reputation and standing and bring independent judgment to the Board’s decision making.
6.0 BOARD MEETINGS
6.1 Frequency of meetings
6.1.1 The Board shall meet quarterly and at any such times as it deems necessary to fulfill its responsibilities. The director should attend of at least 50% of all Board of Directors and Board Committee meetings, or as determined from time to time by the Board.
6.2 Quorum of meetings
6.2.1 A quorum for a meeting shall be at least two (2) members.
6.3 The Board is provided with an agenda and comprehensive board papers on a timely basis prior to board meetings. This is to ensure the Directors to discharge their duties and responsibilities competently and in a well-informed manner. The Company Secretary records all the deliberations including pertinent issues, the substance of inquiries and responses, Board members’ suggestions and the decision made in the Minutes of the Board meetings. The Minutes of every Board meeting are also circulated to the Directors for their perusal prior to confirmation of the Minutes at the following Board meeting.
6.4 Company Secretary
6.4.1 The company secretary shall be responsible for the preparation of meeting agendas and the distribution of relevant Board papers to all Board members. He/she ensures that all Board procedures, applicable rules and regulations are complied with.
7.0 BOARD COMMITTEES
7.1 The Board shall establish Board committees as appropriate and necessary to assist in matters that require particular review. The following are Board committees:
7.1.1 Audit Committee
7.1.2  Nominating Committee
7.1.3  Remuneration Committee
7.2 The duties of these committees are specified in their own Terms of Reference which are reviewed from time to time and made available on the Company’s website.
7.3 The Board may also delegate specific function to ad hoc committees as and when need dictates.
8.0 DIRECTORS’ TRAINING AND EDUCATION
8.1 All newly appointed Directors must complete the Mandatory Accreditation Programme and to undergo suitable orientation training, followed by regular seminars and briefings as reviewed and/or recommended by the Nominating Committee to continuously upgrade their knowledge and understanding of their role and responsibilities, the economic scenario and the industry climate.