At OCR Group, we are committed to our shareholders and we understand the importance of keeping our shareholders informed with the latest development of the company.
|ANNUAL AUDITED ACCOUNT|
|30/4/2019||Annual Report 2018|
|20/11/2017||Annual Report 2017|
|30/12/2016||Annual Report 2016|
|30/11/2015||Annual Report 2015|
|03/12/2014||Annual Report 2014|
|27/11/2013||Annual Report 2013|
|27/11/2012||Annual Report 2012|
|29/11/2011||Annual Report 2011|
|02/12/2010||Annual Report 2010|
|26/11/2009||Annual Report 2009|
|28/11/2008||Annual Report 2008|
|07/12/2007||Annual Report 2007|
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THIS CHARTER HAS BEEN ADOPTED BY THE BOARD TO:
- Provide a guidance and guidelines on the manner in which its constitutional powers and responsibilities will be exercised and discharged; and
- Outline the core principles of corporate governance to which the Company adopts and to which each Director or the Directors collectively, as the case may be, should strive for.
A. BOARD RESPONSIBILITIES
The Board of Directors (“Board”) is responsible for the proper stewardship of the Company and its subsidiaries (collectively “Group”). The Board is to aim for the maximization of shareholders’ value and safeguarding stakeholders’ interests including securing sustainable long-term financial results and increasing shareholders’ value, without compromising on social and environmental considerations. Hence, the Board should collectively have sound and sufficient knowledge and expertise to enable effective governance and oversight.
The Board has the following major responsibilities, which facilitate the discharge of the Board’s stewardship in the pursuit of the best interests of the Company:
- Maintain good corporate governance standards;
- Formulating a strategic plan for the Company and tailoring the same from time to time by taking practical and realistic approaches;
- Overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed and sustained;
- Identifying principal risks and ensuring the implementation of appropriate systems to manage these risks;
- Reviewing the adequacy and integrity of the Company’s internal control systems for compliance with applicable laws, regulations, rules and guidelines.
B. BOARD COMPOSITION
It is intended that the composition of the Board be determined using the following principles:
- The Board as a collective unit is responsible to determine the appropriate size of the Board;
- At least two (2) directors or one third of the Board, whichever is higher, shall be independent directors. The tenure of an independent director should not exceed a cumulative term of nine (9) years. Upon completion of the 9 years, an independent director may continue to serve on the Board subject to the director’s re-designation to non-independent director. Otherwise, the Board must justify and seek shareholders’ approval at Annual General Meeting in the event it retains the director as an independent director.
If the Board continues to retain the independent director after twelfth (12) year, the Board shall seek annual shareholders’ approval through a two-tier voting process;
- The Chairman of the Board shall be a non-executive member of the Board and where the Chairman of the Board is not an independent director, the Board shall comprise a majority of independent directors.
- Where possible, the position of Chairman and Chief Executive Officer of the Company shall be held by different individuals.
- On boardroom diversity, the Board is supportive of the gender boardroom diversity as recommended by Malaysian Code of Corporate Governance 2012. The Board shall endeavor to have at least one (1) female Director at all times to possibly provide alternative views where applicable;
- The Board shall comprise of directors with an appropriate range and mix of skills, experience, expertise and diversity that will enable the Board to effectively function. It is suggested that the Board shall where possible, at all times endeavor to have at least a member with financial background and experience and another with corporate legal background and experience.
As part of its Board induction programme, new board members shall be given a copy of the Charter and be briefed on the terms of their appointment, their duties and obligations and on the operations of the Group. The Board will ensure its members have access to appropriate continuing education programmes.
Board Members may hold shares in the Company. When buying or selling shares in the Company, Board Members must strictly observe the provisions of the Articles of Association and all relevant legislative and regulatory requirements.
C. BOARD STRUCTURES AND PROCEDURES
The Board may delegate specified matters to individual members or committees of the Board to oversee critical or major functional areas and to address matters which required detailed review or in-depth consideration.
There shall be established the following committees:
- Audit Committee;
- Nominating Committee;
- Remuneration Committee; and
- Any other Committee where required.
D. KEY RESPONSIBILITIES
In particular, the following are responsibilities and functions of the Board:
- Appointment, terms of appointment, delegation of authority to, review of performance of and removal of the Executive officers;
- Succession planning for the Board, Chief Executive Officer and his/her direct reports and seeking to ensure effective execution of the succession planning;
- The appointment, review of performance, and where appropriate, the removal of, the Company Secretary and any other corporate service providers; and
- Ratification of the terms of appointment of senior management- ie the Chief Executive Officer’s direct reports;
- Formulation, review and ratification of the organization chart for senior management;
- Ratification of evaluation and reward of senior management (including ratification of remuneration and incentive policies);
- Requiring that there is continuing education and information provided to directors regarding:
- The Company’s various businesses; and
- The role of the Board and its functions and obligations.
- Approval of budgets and the strategic plan to promote sustainability;
- Evaluating the performance of the Company against strategies and business plan and the evolving environment it operates in;
- Approval of the capital and operating expenditure budget and any alterations to it;
- Approval and review from time to time the utilization of proceeds pursuant to any capital raising exercise;
- Approval of significant mergers, acquisitions and divestitures of the Group;
- Approval of expenditure and/or commitments that are in excess of budget or the Chief Executive Officer’s delegation;
- Approval of interim and annual financial statements;
- Approval for the release of financial announcements and any other significant announcements;
- Approval of the Annual Directors’ report and Statutory Accounts;
- Approval of interim dividends, the recommendation of final dividends and the making of any other distribution;
- Adoption of accounting policies;
- Reviewing the effectiveness of the Group’s system of internal control and establishment of a sound framework to mitigate risks. The function is delegated to the Audit Committee which will in turn report to the Board on its findings;
- The granting of powers of attorney by the Company;
- The entering into of any indemnities or guarantees;
- Recommendations for the alteration of the Memorandum and Articles of Association of the Company;
- Alteration of the accounting reference date, registered office and name of the Company;
- Purchase of own shares by the Company;
- Issue of any debt instruments;
- Scheme of reconstruction or restructuring;
- Any other significant business decision;
- Any other matters requiring the convening of a general meeting of shareholders or any class of shareholders;
- Any other matters as may be required by the laws or the governing authorities.
E. REVIEW OF BOARD PERFORMANCE
The Chairman keeps under review, informally, the contributions made by Board Members. The Nomination and Remuneration Committee (“NRC”) is given the task to review annually the activities and effectiveness of the Board and the Board Members. The Chairman of the NRC oversees the overall evaluation process.
F. RELATIONSHIP BETWEEN THE BOARD AND SHAREHOLDERS, INSTITUTIONAL INVESTORS, STAKEHOLDERS, PRESS, CUSTOMERS, ETC
The Board will use its best endeavours to familiarize itself with issues of concern to shareholders.
The Board believes that Management speaks for the Group, Nevertheless, individual board members may, from time to time at the request of the Management, meet or otherwise communicate with various constituencies that are involved with the Group. Comments from the Board, if appropriate in most circumstances, shall come from the Chairman/CEO.
The Company shall aim to ensure that shareholders are well informed of all major developments affecting the state of affairs of the Company. To achieve this, the Company has implemented the following procedures:
- Shareholders can gain access to information about the Group, including media releases, communication with shareholders and key policies through the Company’s at website http://www.ocrberhad.com.
- The Company encourages full participation of shareholders at General Meetings to ensure a forum is available for the discussion of the Group’s strategies and goals.
G. INTEGRITY, STANDARDS & CODE OF CONDUCT
As a matter of Board policy, directors and management are expected to conduct themselves with the highest integrity standards and to comply with the Company’s Memorandum and Articles of Association and this Board Charter shall at times be subject to the Company’s Memorandum and Articles of Association as may be amended from time to time. All directors, executives and staff are expected to be professional at all times and thereby protect and promote the reputation of the Company.
All of the Company’s directors, executives and staff are expected to:
- Act honestly and fairly in all their business dealings and not to allow themselves to be placed in a position of conflict of interest;
- Comply with the law and regulations set by relevant authorities;
- Be diligent and professional in the execution of their duties; and
- Work together to promote a safe, ethical and professional workplace.
All stakeholders (Including but not limited to, employees, customers, suppliers, government bodies and financial institutions) are encouraged to raise genuine concerns about possible improprieties in matters of financial reporting, compliance and other malpractices at the earliest opportunity, and in an appropriate way.
This Policy is designed to:
a) Support the company’s values and code of conduct;
b) Ensure stakeholders can raise concerns without fear of reprisals and safeguard such person’s confidentiality;
c) Protect a whistle-blower from reprisal as consequence of making a disclosure;
d) Provide a transparent and confidential process for dealing with concerns. This policy not only covers possible improprieties in matters of financial reporting, but also:
- Corruption, bribery or blackmail;
- Criminal offences;
- Failure to comply with a legal or regulatory obligation;
- Miscarriage of justice;
- Endangerment of an individual’s health and safety; and
- Concealment of any, or a combination, of the above.
The principles underpinning the Policy are as follows:
a) internal procedures to facilitate necessary whistle-blowing, in a timely and responsible manner, are in place and made known to all employees of the company;
b) all disclosures will be treated fairly and properly, and addressed in an appropriate and timely manner;
c) the Company will not tolerate harassment or victimisation of anyone raising a genuine concern;
d) the identity and personal information of the whistle-blower will be protected and kept confidential, unless the individual agrees otherwise or unless otherwise required by law;
e) the whistle-blower and the alleged wrongdoer will be treated fairly. The wrongdoer will be informed of the status of his disclosure and the alleged wrongdoer will be given an opportunity to respond to all allegations at an appropriate time (not necessarily at the start, or during, the investigation);
f) personal information, including the identity, of the whistle-blower and the alleged wrongdoer shall only be revealed on a ‘need-to-know’ basis; and
g) the company will ensure no one will be at risk of suffering some form of reprisal as a result of raising a concern even if the individual is mistaken. The company, however, does not extend this assurance to someone who maliciously raises a matter he knows is untrue.
A disclosure relating to, but not limited to, either of the following concerns or wrongdoings by any person in the conduct of the business shall be reported:
a) corruption, bribery and fraud (including financial statement fraud);
b) criminal offence or any breach of the laws of Malaysia;
c) acceptance of gifts/ favour beyond the threshold allowed by the company;
d) misuse and/or misappropriation of the company’s funds or assets;
e) impropriety (including financial and operational, etc.) within the company;
f) gross mismanagement within the company (including serious potential breach to the interest of society and environment);
g) breach of code of conduct of the company, including sexual, physical or other abuse of human rights; and
h) act or omission jeopardising the health and safety of the company’s employees or the public.
If any stakeholder believes reasonably and in good faith that malpractices exist in the Company, the stakeholder should report this immediately to the head-of-department.
However, if for any reason the stakeholder is reluctant to do so, then the stakeholder should report the concerns to the Audit Committee Chairman.
Employees concerned about speaking to another member of staff can communicate, in confidence, to the Audit Committee Chairman by email his/her concern to the Audit Committee Chairman. Any anonymous disclosure will not be entertained. However, the Audit Committee Chairman reserves his/her right to investigate into any anonymous disclosure.
These concerns will be managed by the Audit Committee Chairman and he/she shall have the right to decide whether to inform the Management or the Board of Directors or relevant enforcement authority(ies)(if the Audit Committee Chairman concluded that such incidents to be reported, based on the facts gathered), depending on the seriousness of the reported incident(s) and on need-to-know basis, without revealing the identity of the whistle-blower. The Audit Committee Chairman, at the cost to be borne by the Company, shall have the right and authority(ies) to decide on the next course of actions with the advice of the external professionals or experts, if required.
Whistle-blowers’ identity will not be disclosed without prior consent. Where concerns cannot be resolved without revealing the identity of the whistle-blower raising the concern (i.e. if the evidence is required in court), a dialogue will be carried out with the whistle-blower concerned as to whether and how the matter can progress further.
Consequences of Wrongdoing or Wrongful Disclosure
If the Person (i.e. the whistle-blower) has, or is found to have:
- committed a wrongdoing;
- taken serious risks which would likely cause a wrongdoing to be committed;
- made a disclosure not in accordance with the requirements of this policy (for instance, dishonest, mischievous or malicious complaints); or
- participated or assisted in any process pursuant to this policy otherwise than in good faith,
The corrective actions to be taken against that Person will be determined by the Audit Committee Chairman and the Managing Director or the Senior Management (if they are not the whistle blower nor the subject of the whistle-blowing), which may include, disciplinary measures, formal warning or reprimand, demotion, suspension or termination of employment or services or monetary or other forms of punishment.
Any attempt to retaliate, victimize or intimidate against anyone (whistle-blower) making report in good faith is a serious violation of the Policy and shall be dealt with serious disciplinary actions and procedures.
The identity and personal information of the whistle-blower will be protected and kept confidential, unless the whistle-blower agrees otherwise or unless otherwise required by law.
The whistle-blower will be protected from reprisal, including any form of harassment and victimisation, as a consequence of his disclosure.
If a whistle-blower reasonably believes that he is being subjected to reprisal, including harassment and victimisation, as a consequence of whistle-blowing, he may consult or report to the Audit Committee Chairman.
This Policy is administered by the Audit Committee with the assistance of the Management and overseen by the Board of Directors.
Mr. Yap Sing Khon
Audit Committee Chairman
The principal objectives of the Remuneration Committee is to assist the Board of Directors in their responsibilities in assessing the remuneration packages of the executive directros.
The members of the Remuneration Committee are:-
• Tunku Azudinshah Ibni Tunku Annuar (Chairman)
• Ong Kah Hoe
• Tee Tze Chern
• Hj Abdullah Bin Abdul Rahman
• Lim Teck Seng
3. Composition of members
The Board of Directors shall elect the Remuneration Committee members from amongst themselves, composed wholly or mainly of non-executive directors. The term of office of the Remuneration Committee shall be for a period of 3 years and may be re-nominated and appointed by the Board of Directors from time to time.
The Chairman of the Remuneration Committee shall be elected from amongst the Remuneration Committee members. The Chairman of the Committee shall be approved by Board of Directors.
The Secretary of the Remuneration Committee shall be the Company Secretary of the Company.
The Remuneration Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings, at least once a year or more frequently as deemed necessary. The Chairman may call for additional meetings at any time at the Chairman’s discretion.
The Secretary shall on the requisition of the members of the Remuneration Committee summon a meeting of the Remuneration Committee except in the case of an emergency, reasonable notice of every Remuneration Committee meeting shall be given in writing.
In the absence of the Chairman, the members can elect from amongst themselves the Chairman of the meetings.
A quorum shall consist of two (2) members, one of whom shall be the Chairman of the Committee.
The Remuneration Committee shall, in accordance with a procedure or process to be determined by the Board of Directors and at the expense of the Company,
• shall review, assess and recommend to the Board of Directors the remuneration packages of executive directors in all forms, with other independent professional advice or outside advice as necessary.
• Shall be entitled to the services of a company secretary who must ensure that all decisions made on the remuneration packages of the executive directors be properly recorded and minuted in the minutes book.
9. Duties and Responsibilities
The duties and responsibilities of the Remuneration Committee are as follows:
• To review and assess the remuneration packages of the executive directors in all forms, with or without other independent professional advice or other outside advice.
• To ensure the levels of remuneration be sufficiently attractive and be able to retain directors needed to run the Company successfully.
• To structure the component parts of remuneration so as to link rewards to corporate and individual performance and to assess the needs of the Company for talent at Board level at a particular time.
• To recommend to the Board of Directors the remuneration packages of the executive directors.
• To act in line with the directions of the Board of Directors.
• To consider and examine such other matters as the Remuneration Committee considers appropriate.
TERMS OF REFERENCE OF AUDIT COMMITTEE
The Committee shall be appointed by the Board of Directors from amongst their number and shall consist of not less than three (3) members, a majority of whom shall be Independent Directors. All members of the Audit Committee shall be Non-Executive Directors. No Alternate Director is appointed as a member of the Committee and at least one (1) member of the Committee:-
- Shall be a member of the Malaysian Institute Accountants; or
- If he is not a member of the Malaysian Institute Accountants, he must have at least three (3) years’ working experience and:-
- He must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
- He must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountant Act
- Shall be a degree/masters/doctorate in accounting or finance and at least 3 years’ post qualification experience in accounting or finance ;or
- Shall be at least 7 years’ experience being a chief financial officer of a corporation or having the function of being primarily responsible for the management of the financial affairs of a corporation;or
- Shall be persons who are members of professional accountancy organisations which have been admitted as full members of the International Federation of Accountants and who at least 3 years’ post qualification experience in accounting or finance;or
- Fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad
The Audit Committee shall, in accordance with a procedure to be determined by the Board of Directors and at the cost of the Company: –
- Have authority to investigate any matter within its terms of reference;
- Have the resources which are required to perform its duties;
- Have full and unrestricted access to any information pertaining to the company;
- Have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity (if any);
- Be able to obtain independent professional or other advice;and
- Be able to convene meetings with the external auditors, excluding the attendance of the executive members of the committee, whenever deemed necessary
Where the Committee is of the view that a matter reported by it to the Board of Directors of the Company has not been satisfactorily resolved resulting in a breach of the Listing Requirements of Kuala Lumpur Stocks Exchange, the Audit Committee shall promptly report such matter to the KLSE.
The Audit Committee shall meet at least each quarter of a financial year and such additional meetings as the Chairman shall decide in order to fulfill its duties. The Company Secretary or any person appointed by the Audit Committee shall act as Secretary of the Audit Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and other supporting explanatory documentation for circulation to the Committee Members prior to each meeting. The Secretary will also responsible for keeping the minutes of the meetings of the Audit Committee, and circulating them to Committee Members and to other members of the Board of Directors. The Chairman of the Audit Committee shall convene a meeting of the audit committeetoconsideranymattertheexternalauditorbelievesshouldbebroughttothe attention of the directors or shareholders. Other directors and employees must attend any particular Audit Committee meeting only at the Audit Committee’s invitation specific to the relevant meeting.
A quorum shall consist of a majority of members present who must be independent directors.
The functions of the Audit Committee are as follows:
- Reviewing the following and report the same to the Board of Directors of the Company: –
- The audit plan with the externalauditors
- With the external auditor its evaluation of the system of internal controls
- The audit report with the external auditors
- The assistance given the employees of the Company to the external auditors
- The adequacy of the scope, function and resources of the internal auditors’ functions and that it has the necessary authority to carry out its
- 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.
- The quarterly results and year ended financial statements, prior to the approval by the board of directors, focusing particularly on
- Changes in or implementation of major accounting policy changes
- Significant and unusual events and
- Compliance with accounting standards and other legal requirements
- Any related party transaction and conflict of interest situation that may arise within the company or group including any transaction, procedures or course of conduct that raises questions of management
- Any letter of resignation from the external auditors of the company;
- Whether there is reason (supported by grounds) to believe that the company’s external auditor is not suitable for re-appointment;and
To recommend the nomination of a person or persons as external auditor
TERMS OF REFERENCE OF NOMINATION COMMITTEE
The principal objectives of the Nomination Committee is to assist the Board of Directors in their responsibilities in nominating new nominees to the Board of Directors. The Nomination Committee shall also assess the Directors of the Company on an on-going basis.
The members of the Nomination Committee are: –
- Tunku Azudinshah Ibni Tunku Annuar(Chairman)
- Hj Abdullah Bin Abdul Rahman
- Lee Chin Cheh
- Composition of members
The Board of Directors shall elect the Nomination Committee members from amongst themselves, composed exclusively of non-executive directors, a majority of whom are independent. The term of office of the Nomination Committee shall be for a period of 3 years and maybe re-nominated and appointed by the Board of Directors from time to time.
The Chairman of the Nomination Committee shall be elected from amongst the Nomination Committee members. The Chairman of the Committee shall be approved by Board of Directors.
The Secretary of the Nomination Committee shall be the Company Secretary of the Company.
The Nomination Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings, at least once a year or more frequently as deemed necessary. The Chairman may call for additional meetings at anytime at the Chairman’s discretion.
The Secretary shall on the requisition of the members of the Nomination Committee summon a meeting of the Nomination Committee except in the case of an emergency, reasonable notice of every Nomination Committee meeting shall be given in writing.
In the absence of the Chairman, the members can elect from amongst themselves the Chairman of the meetings.
A quorum shall consist of two (2) members, one of whom shall be the Chairman of the Committee.
The Nomination Committee shall, in accordance with a procedure or process to be determined by the Board of Directors and at the expense of the Company,
- Shall annually review the required mix of skills and experience and other qualities, including core competencies which non-executive and executive directors should have.
- Shall assess on an annual basis, the effectiveness of the Board as a whole, the committees of the Board and for assessing the contribution of each individual Directors.
- Shall been titled to the services of a company secretary who must ensure that all appointments are properly made, that all necessary information is obtained from Directors, both for the company’s own records and for the purposes of meeting statutory obligations, as well as obligations arising from the Listing Requirements of the Kuala Lumpur Stock Exchange or other regulatory requirements.
- Duties and Responsibilities
The duties and responsibilities of the Nomination Committee are as follows:
- To recommend to the Board of Directors, candidates for all directorships to be filled by the Shareholders or the Board of
- To consider, in making its recommendation, candidates for directorships proposed by the Chief Executive Officer and, within the bounds of practicability, by any other senior executive or any Director or Shareholder.
- To recommend to the Board of Directors the nominees to fill the seats on Board Committees.
- To assess the effectiveness of the Board of Directors as a whole and each individual Directors/ committees of the Board.
- To act in line with the directions of the Board of Directors.
- To consider and examine such other matters as the Nomination Committee considers appropriate.
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OCR Group (formerly known as O&C Resources Berhad) is involving in property development and construction business.
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