TRC SYNERGY
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BOARD CHARTER
 

BOARD CHARTER

I. PURPOSE
 
The Board of Directors of TRC Synergy Berhad (“TRCS” or “the Company”) is ultimately responsible for the stewardship of the Company. It does not manage but rather oversees the day-to-day management delegated to the Managing Director and Executive Director and the other officers of the Company.
 
II. GENERAL ROLE AND MANDATE
 
As part of the overall stewardship responsibility, the Board of Directors assumes responsibility for the following matters:

1. Initially adopt and annually review a strategic planning process and strategic directions arising thereform, taking into account, among other things, the opportunities and risks of the business of the Company, as well as review annually the critical assessment of these directions, of the actions taken to achieve them and the results of such actions.
 
2. Identify the principal risks inherent in the activities of the Company and assessing the implementation of appropriate systems to manage these risks.
 
3. Oversee succession planning, including the appointment, training and monitoring of the Senior Management of the Company.
 
4. Together with the Executive Directors, approve corporate goals and objectives that the Executive Directors are responsible for meeting and assess the Executive Directors against these goals and objectives.
 
5. Establish and review annually corporate communication policies with respect to the following: how the Company interacts with analyst, investors, other key stakeholders and the public and measures for the Company to comply with its continuously and timely disclosure obligations and to avoid selective disclosure.
 
6. Adopt measures for receiving feedback from shareholders.
 
7. Oversee the integrity of internal controls and management information systems.
 
8. With input from the Remuneration Committee review the adequacy and form of the compensation of executive officers and directors, with such compensation realistically reflecting the responsibilities and risks of such positions.
 
9. Adopt budgets and financial results of the Company, monitor compliance with accounting standards and the integrity and adequacy of financial information disclosure.
 
10. Implement structures and procedures that ensure that the Board of Directors can function independently of management.
 
11. For each member of the Board of Directors, act as representatives of the Company in : i) enhancing the organization’s public image, firm reputation and credibility, ii) providing contacts/network to the Company, iii) being loyal to the Company, iv) supporting the decision of the majority the Board of Directors, and v) identifying, evaluating and carrying out profitable business opportunity for the Company, as well as providing the Company with information on the market in which it operates.
 
12. Assess the effectiveness of the Board of Directors as a whole, the committees of the Board and the contribution of each director, establish along with senior management and update selection criteria for directors and yearly formulate a proposition with respect to the number of directors to be elected and nomination of nominees to the various director positions on the Board of Directors.
 
13. The Board of Directors must ensure that each of its directors, chief executive (if any), chief financial officer and chief operating officer has character, experience, integrity, competence and time to effectively discharge his role as a directors, chief executives, chief financial officer or chief operating officer as the case may be, of the Company.
 
14. Ensure that all new directors receive comprehensive orientation to fully understand the role of the Board of Directors and its committees, as well as the contribution individual directors are expected to make (including, in particular, the commitment of time and energy that the Company expects form its directors) and the nature and operation of the Company’s business.
 
15. Upon the Audit Committee’s recommendation, i) select the external auditors to be nominated for appointment by the shareholders of the Company, and ii) approve fees and other compensation to be paid to the external auditors.
 
16. Expressly assume responsibility for, or assign to a committee the general responsibility for, developing the Company’s approach to governance issues, including developing a set of corporate governance principles, guidelines and practices that are specifically applicable to the Company.
 
17. Examine annually its size and composition, with a view to facilitating effective decision-making
 
18. Determine the appropriateness of declaring dividends and the declaration of dividends, where appropriate.
 
19. Appoint committees of the Board of Directors, determine their mandates and select their members and chairman.
 
20. Perform and carry out any other duties assigned to the Board of Directors pursuant to the Company’s Memorandum and Articles of Association, Bursa Malaysia Listing Requirements, by-laws, governing law and other applicable statutes, regulations, rules and norms as amended from time to time.
 
21. Keep records of its activities, meetings, at the office of the Company Secretary.

In discharging its mandate, the Board of Directors may engage the services of outside advisors at the expense of the Company. The Board also allows any Board committee or director to engage the services of an outside advisor at the expenses of the Company, to adequately carry out such Committee’s duties, where the circumstances so warrant, the whole subject to the Board of Directors’ approval.
 
III. COMPOSITION
 
The Board of Directors is comprised of a minimum of three (3) directors in accordance with the Articles of the Company and applicable laws, but its quorum must at all times be comprised of at least two independent directors.

The Board of Directors should be constitute with at least two (2) directors or 1/3rd of the board of directors of the Company are independent directors as stipulated in Chapter 15 of the Listing Requirements.
 
IV. MEETINGS
 
To efficiency discharge its duties, the Board of Directors meets periodically (at least once per quarter) and the committees of the Board of Directors meet between these meetings as circumstances dictate.

The Board of Directors holds, at least in every quarter a meeting with the management of the Company specifically to discuss and to be briefed on the operational aspect of the Company.


APPROVED BY THE BOARD OF DIRECTORS ON 1ST APRIL 2015.