SECTION 1: THE BOARD OF DIRECTORS

Composition of the Board

The Company recognises the contribution of Non-Executive Directors as equal Board members to the development of the Group’s strategy as well as their role in representing the interests of public shareholders and providing a balanced and independent view to the Board. No individual or group of individuals dominates the Board’s decision making and the number of directors reflects fairly the interest of the shareholders.

 

Board Balance and Board Effectiveness

All Board members are individuals of calibre and credibility. The composition of the Board not only reflects the broad range of experience, skills and knowledge required to successfully direct and supervise the Group’s business activities, but also the importance of independence in decision-making at the Board level.

There is also a balance in the Board because of the presence of Independent Non-Executive Directors. These Independent Non-Executive Directors are independent of the management and free from any business or other relationship that could materially interfere with the exercise of their independent judgement. They have the capability to ensure that the strategies proposed by the Management are fully deliberated and examined in the long-term interest of the Group, as well as the shareholders, employees, customers, suppliers and the many communities in which the Group conducts its businesses.

The Nomination Committee constantly reviews the core competencies and experience of the Directors in order to enhance the Directors’ participation in the Board to suit the ever-changing standards of corporate governance. (The Board Diversity Policy is Stated in Appendix I)

 

Board Membership

The Board considers the appointment of new director upon recommendation from the Nomination Committee. In making these recommendations, the Nomination Committee will consider the skills, knowledge, expertise and experience, professionalism, integrity and their ability to discharge such responsibilities/functions as expected from independent non-executive directors. 

MCCG 2017 recommends the tenure of an independent director not to 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. The Board must justify and seek shareholders’ approval in the event it retains as an independent director, a person who has served in that capacity for more than nine years.

MCCG 2017 recommends that if the chairman is not an independent director, then the Board should comprise a majority of independent directors to ensure balance of power and authority on the board. The Board (through the Nominating Committee) shall undertake an annual assessment of the independence of the independent directors. (The Board Assessment Policy is Stated in Appendix G)

 

New Directorship at Other Organisation

All Board members shall notify the Chairman of the Board before accepting any new directorships in any other organisation. Similarly, the Chairman of the Board shall also do likewise before taking up any additional appointment of directorships. The notification shall include an indication of time commitment required under the new appointment.

 

Roles and Responsibilities of the Board

The roles of Chairman and Group Managing Director are currently held by Datuk Sum Kown Cheek. The Board is aware that it is not compliance with the best practices of the MCCG 2017 on the separation of the roles of the Chairman and GMD.

However, The Board considers this combined position to be in the best interests of the Group in view of Datuk Sum’s entrepreneurship, business acumen and vast experience in the publishing industry. The presence of the independent directors, though not forming a majority of the Board members, is sufficient to provide the necessary checks and balances on the decision making process of the Board. The significant contributions of the independent directors in the decision making process is evidenced in their participation as members of the various committees of the Board. Vincent Wong, the Senior Independent Director was appointed to provide a sounding board for the Chairman and to serve as an intermediary for the other directors where necessary.

Many of the responsibilities of the Board are delegated to the management. For instance, Authorities govern by Limit of Authority Manual (LOAM) are given to the senior management team to segregate the duties of Group Managing Director. Independence from the management of the Group is a key principle to the effective functioning of the Board. The Chairman of the Board is responsible for overall management of Board activities and ensuring that the Board discharges its previously defined responsibilities.

 

Roles and Responsibilities of the Chairman/Group MD

The Chairman/GMD will chair all Board meetings and general meetings for the Company. The Chairman/GMD is responsible for formulating the Board’s strategic direction and planning process. Assisted by the Executive Directors and Senior Management team, he also holds primary executive responsibilities for the Group’s business performance and strategic plans, in accordance with the strategies and policies approved by the Board. He brings material and other relevant matters to the Board, for discussion or constructive debates and decision makings.

 

Roles and Responsibilities of the Board

The Board assumes, amongst others, the following roles and responsibilities:

  1. Reviewing and adopting a strategic plan for the Group, with objectivity and has taken into account all appropriate considerations;

  2. Ensuring the Group’s long term strategic plans promote sustainability, with attention to the aspects of environmental, social and governance (ESG);

  3. Overseeing the conduct of the Group’s business to determine whether the business is being properly managed. The Board also ensures measurements are in place against which management’s performance can be assessed;

  4. Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures;

  5. Establishing a corporate culture which engenders ethical conduct that is being practiced across the Group (Summary of the Code of Conduct is set out on the corporate website)

  6. Succession planning, by ensuring appointed senior management positions are of sufficient calibre and programmes are in place for orderly succession of senior management;

  7. Developing and implementing effective shareholder communications policy for the Group. This includes ensuring feedback from all stakeholders are being considered when making business decisions.

  8. Reviewing the adequacy and the integrity of the management information and internal controls system of the Group

  9. Reviewing, adopting and implementing appropriate corporate disclosure policies and procedures (The Corporate Disclosure Policy is Stated in Appendix F)

  10. All duties outlined in Schedule of Matters Reserved to the Board (The Schedule Of Matters Reserved to the Board is stated in Appendix A)

 

Company Secretary

The Board is supported by the Company Secretary who facilitates overall compliance with the MMLR and Companies Act, 2016 and other relevant laws and regulations. In performing this duty, the Company Secretary carries out, among others, the following tasks:

  1. Statutory duties as specified under the Companies Act, 2016 and MMLR;

  2. Attending Board and Board Committee meetings and ensuring that the Board meetings are properly convened and proceedings are properly recorded;

  3. Ensuring timely communication of Board level decisions to Management;

  4. Ensuring that all appointments to the Board and Committees are properly made;

  5. Maintaining records for the purposes of meeting statutory obligations;

  6. Facilitating the provision of information as may be requested by the Directors from time to time;

  7. Supporting the Board in ensuring adherence to Board policies and procedures.

 

Supply of Information

The Directors are provided with an agenda and a compilation of Board papers prior to the due date of each Board Meeting. 

At every Board Meeting and at any time at all, members of the senior management make themselves available to brief the Board on any specific matter essentially to assist the Directors in undertaking their duties for the Group. 

All Directors have full and unrestricted access to all information of the Group, and to the advice and services of the Company Secretary who is responsible for ensuring that Board Meeting procedures are adhered to and that applicable rules and regulations are complied with. The Board assumes full responsibility in ensuring that the appointed Company Secretary is capable in discharging its duties. The Board has the liberty to seek external independent professional advice if so required.

 

Board Meetings

The Board shall conduct at least four (4) scheduled meetings a year. Additional Board Meetings are held as and when required. When it is not possible to hold any meeting, a circular resolution will be passed by the Board.

Reasonable notice of meetings and the business to be considered shall be given to members of the Board. The proceedings of the Board will be governed by the Company’s Articles of Association. The Chairman, at his discretion, may invite the senior management or other senior executives or professional advisers to attend and to be heard at the Board meetings.

Nomination Committee

The Board has established a Nomination Committee which is responsible for recommending and nominating new Directors for appointment by the Board.

The Nomination Committee should meet not less than once a year. The primary objectives of the Nomination Committee are to ensure that the Directors bring characteristics to the Board, which provide a required mix of responsibilities, skills and experience. The Nomination Committee will also assist the Board in reviewing the appropriate balance and size of Non-Executive participation on an annual basis. The Nomination Committee will also establish procedures and processes for the annual assessment of the effectiveness of the Board as a whole, the Committee of the Board and contribution of each individual Director.

The Committee has full and unrestricted access to the Company's records, properties and personnel. The Nomination Committee may use the services of professional recruitment firms to source for the right candidate for the Directorship.

(Terms of Reference for Nomination Committee is Stated in Appendix C)

 

Directors’ Training

The Group acknowledges the fact that continuous education is vital for the Board members to gain insight into the state of economy, technological advances in our core business, latest regulatory developments and management strategies. Therefore, the Directors are encouraged to evaluate their own training needs on a continuous process and to determine the relevant programmes, seminars and briefings that would enhance their knowledge to enable the Directors to discharge their responsibilities more effectively.

 

appendix a

Schedule of Matters Reserved to the Board

appendix g

Board Assessment Policy

appendix b

Terms of Reference for Audit Committee

appendix h

Board Remuneration Policy

appendix c

Terms of Reference for Nomination Committee

appendix i

Board Diversity Policy

appendix d

Terms of Reference for Remuneration Committee

appendix j

Auditor Assessment Policy

appendix e

Terms of Reference for Board Risk Management Committee

appendix k

RRPT & Conflict of Interest Policy

appendix f

Corporate Disclosure Policy