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Board Charter

  1. Board Structure
    • The number of directors shall not be less than 2 nor more than 12 as set out in the Company’s Articles of Association.
    • In accordance with the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company must ensure that at least 2 directors or 1/3 of the Board, whichever is the higher, are independent directors.
    • Pursuant to the Company’s Articles of Association, one-third (1/3) of the Directors or the number nearest to one-third (1/3) shall retire from office at each Annual General Meeting. A retiring Director is eligible for re-appointment. Any new or additional Director appointed by the Board during the year shall hold office until the next Annual General Meeting and shall then be eligible for re-election. The election of each Director is voted separately.
  2. Roles and Responsibilities of Board
    1. Role of Board
      The functions of the Board are to:

      • Set the Group’s strategy, performance target and long term goals of the business and ensure that resources are available to meet its objective.
      • Review the Group’s progress against its strategy, performance target and long term goals.
      • Identify principal risks and ensure the implementation of appropriate systems to manage these risks.
      • Review the adequacy and integrity of the Group’s internal control systems including compliance with applicable laws, regulations, rules, directives and guidelines.
      • Establish such committees, policies and procedures to effectively discharge the Board’s roles and responsibilities.
      • Review financial reporting processes and financial position.
    2. Role of Chairman/Deputy ChairmanThe Chairman is responsible to:
      • Ensure the integrity and effectiveness of the governance processes of the Board.
      • Ensure adequate information to facilitate decision making is delivered to the Board on timely manner.
      • Facilitate all Board meetings and general meetings and ensure the appropriate level of interaction among members.
      • Ensure a balance composition of skills, knowledge and experience within the Board.
    3. Role of Executive Director
      The Executive Director is responsible to:

      • Develop and recommend to the Board the long-term strategy and vision of the Company.
      • Develop and recommend to the Board the annual business plans, budgets, actions plans and policies.
      • Ensure management of day-to-day business affairs, continuous improvement and development, implementation and achievement of corporate policies and strategies sanctioned by the Board.
      • Ensure that the Company has an effective management team and structure, management development program and succession plans.
      • Ensure that effective internal controls and governance measures are deployed.
      • Keep Board fully informed of all important aspects of the Group’s operations and ensuring information is distributed to the Board members.
      • Develop and maintain effective relations with significant external agencies such as regulatory bodies, government agencies, investing public and other trade associations and institutions.
      • Serve as chief spokesperson of the Company and Group.
    4. Role of Board CommitteesThe Committees established and their function are as follows:
      1. Audit Committee
        1. to review the following and report the same to the Board of directors of the Company:-
          1. with the external auditor, the audit plan
          2. with the external auditor, his evaluation of the system of internal controls
          3. with the external auditor, his audit report;
          4. the assistance given by the employees of the Company to the external auditor;
          5. the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary authority to carry out its work;
          6. the internal audit programme, processes, the results of the internal audit programme,
            processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
          7. the quarterly results and year end financial statements, prior to the approval by the Board of directors, focusing particularly on:-
            1. changes in or implementation of major accounting policy changes;
            2. significant and unusual events; and
            3. compliance with accounting standards and other legal requirements;
          8. any related party transaction and conflict of interest situation that may arise within the Company or group including any transaction, procedure or course of conduct that raises questions of management integrity;
          9. any letter of resignation from the external auditors of the Company; and
          10. whether there is reason (supported by grounds) to believe that the Company’s external auditor is not suitable for re-appointment.
        2. to recommend the nomination of a person or persons as external auditors.
        3. to perform any other functions, responsibilities and/or duties as may be imposed by Bursa Malaysia Securities Berhad or any other relevant authorities from time to time; and
        4. to perform such other functions as may be agreed to by the Audit Committee and the Board of Directors.
      2. Nomination Committee
        • Recommend to the Board the candidates for all directorships to be filled by the shareholders or the Board.
        • Recommend to the Board the Directors to fill the seats on Committees of Directors.
        • Review the required mix of skills and experience and other qualities including core competencies which Non-Executives should bring to the Board.
        • Assess the effectiveness of the Board as a whole, the Committees of Directors and the contribution of each Director.
      3. Remuneration Committee
        • To recommend to the Board the remuneration packages of the executive directors of the Company in all its forms, drawing from outside advice as necessary. The determination of remuneration packages of non-executive directors, including non-executive chairman, should be a matter for the board as a whole; and
        • To perform such other functions as may be agreed by the Remuneration Committee and Board of Directors.
          1. TERMS OF REFERENCE OF THE AUDIT COMMITTEE
          2. Memberships
          3. Members of the Audit Committee shall be from amongst its directors which fulfills the following requirements:-
            1. the Audit Committee must be composed of no fewer than three (3) members;
            2. all the Audit Committee members must be non-executive directors, with a majority of them being independent directors; and
            3. at least one (1) member of the Audit Committee:-
              1. must be a member of the Malaysian Institute of Accountants; or
              2. if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working experience and:-
                1. he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
                2. 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
              3. fulfills such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.
          4. No alternate director shall be appointed as a member of the Audit Committee.
          5. The members of the Audit Committee shall elect a chairman from among their number who shall be an independent director.
          6. If a member of the Audit Committee resigns, dies or for any reason ceases
            to be a member which results in the number being reduced below three (3), the vacancy must be filled within three (3) months.
          7. The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board at least once every three (3) years.
          1. Meetings
          2. The Audit Committee shall meet at least four (4) times in a year or a frequency to be decided by the Committee.
          3. A quorum shall be two (2) members with a majority of members present must be independent directors.
          4. The Chairman of the Audit Committee shall, upon the request of
            the external auditor, convene a meeting to consider any matter the external audito believes should be brought to the attention of the directors or shareholders.
          5. Other directors and employees may attend any particular Audit Committee meeting only at the Audit Committee’s invitation, specific to the relevant meeting.
          6. The Company Secretary shall be the Secretary of the Committee.
  3. Board Duties and Processes
    • The Board meets at least 4 times every year based upon a schedule set on yearly basis.Apart from the pre-scheduled Board meetings, the Board may for the purpose of urgent matters, convenes ad-hoc Board meetings at any time during the year.The quorum necessary for the transaction of business of the Directors shall be fixed by the Directors from time to time and unless so fixed, the quorum shall comprise two (2) Directors.
    • Questions arising at any Board meeting shall be decided by a majority of votes, each Director having one vote and in case of an equality of votes, the Chairman or Deputy Chairman shall have a second or casting vote except when only two Directors are present and form a quorum or only two are competent to vote on the question at issue, the Chairman shall not have a casting vote.
    • A resolution in writing signed by a majority of the Directors for the time being entitled to receive notice of a meeting of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held.
    • In discharging the Directors’ duties, the Directors have free access to all other members of management and employees of the Company and in their discretion, the Directors may consult with independent professionals at the Company’s expense in the furtherance of their duties.
    • The Directors must observe the provisions of the ACE Market Listing Requirements, Company’s Articles of Association and all relevant legal and regulatory requirements.
    • The Directors remain committed to undergoing continuing education training programmes to upgrade and enhance their business acumen and professionalism in discharging their duties to the Group.
  4. Review of Board Charter
    The Board Charter will be reviewed by the Board from time to time 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.netx.com.my.