TRC SYNERGY
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CORPORATE GOVERNANCE
 

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.



BOARD OF DIRECTORS CODE OF CONDUCT

1) Board of Directors Code of Conduct

We, the Directors of TRC Synergy Berhad (“TRCS” or “the Company”), understand this responsibility and are committed to this responsibility. We believe that each Director, by agreeing to serve as a Director, has agreed to read, understand and adhere to this Code of Conduct for the Company Directors (the "Code").

2) Accuracy of Business Records

Honest and accurate recording and reporting of information is extremely important. Investors count on the Company to provide accurate information about its affiliates and to make responsible business decisions based on reliable records.

Appropriate members of management must properly authorize all payments and transactions. All financial books, records and accounts must accurately reflect transactions and events, and conform both to generally accepted accounting principles and to TRCS’s system of internal controls. Undisclosed or unrecorded funds or assets are not allowed.

It is unacceptable, for example, to make false claims on an expense report. No entry may be made that intentionally hides or disguises the true nature of any transaction.

3) Recording Business Information

Almost all business records may become subject to public disclosure in the course of litigation or governmental investigations. Records are also often obtained by outside parties or the media. Directors should therefore attempt to be as clear, concise, truthful and accurate as possible when recording any information. Avoid exaggeration, colorful language, guesswork, legal conclusions, and derogatory characterizations of people and their motives.

4) Protecting Company Assets

Directors may be entrusted with the Company assets in connection with their responsibilities as Directors. This includes assets such as equipment, inventory, supplies and intellectual property.

Company resources should be used only to conduct company business or for purposes authorized by management. Any act by the Company Director that involves theft, fraud, unauthorized disclosure, embezzlement, or misappropriation of any property is prohibited. Each Director is responsible for the assets under their control. Each Director must follow security procedures to protect assets and must be alert to situations that could lead to loss or misuse of assets.

5) Protecting Confidential Information

Directors must safeguard confidential information by keeping it secure, limiting access to those who have a need to know in order to do their job, and avoiding discussion of confidential information in public areas. The obligation to preserve the Company's confidential information is ongoing, even after service ends.

6) Conflicts of Interest

Directors’ actions must be based on sound business judgment, not motivated by personal interest or gain. Directors cannot compete with the Company or use corporate opportunity for personal gain. Any situation that creates or appears to create a conflict of interest must be avoided.

7) Family Members and Close Personal Relationships

A conflict of interest may arise when doing business with or competing with organizations that employ or are partially owned by family members or close personal friends. Family members include, but are not limited to, spouse, children, parents, and siblings. Directors should disclose any such relationships to the Chairman of the Board to determine the best course of action.

8) Personal Investments

Directors may not own, either directly or indirectly, a substantial interest in any business entity that does or seeks to do business with or is in competition with the Company without providing advance notice to the Chairman of the Board.

A conflict of interest may also arise if a Director's outside employment activities are so demanding that they interfere with his or her ability to fulfill his or her responsibilities to the Company.

9) Inside Information' and Securities Trading

Confidential information may not be used for personal benefit. It is prohibited to trade securities or to tip others to trade securities of the Company or other companies on the basis of material information before it is made publicly available to ordinary investors through appropriate media. Such information includes news about acquisitions, investments, new business relationships, financial results, important management changes, and other information that has the potential to affect the share price of the Company or another company.

Directors, may purchase the Company’s securities and exercise options granted to them in accordance with the applicable arrangements, as long as they are not basing decisions on inside information.

10) Providing or Accepting Gifts

The Company aspires to achieve the highest standards of integrity in its business activities. Therefore, the Company Directors shall not accept gifts from external parties or give personal gifts to external parties which may create conflict of interest in business dealing of the Company.

11) The Law

The first and foremost obligation of responsible citizenship is to obey the laws of the countries and communities in which the Company does business. The fact that in some countries certain standards of conduct are legally prohibited but are not enforced in practice, or their violation is not subject to public criticism or censure will not excuse an illegal action by the Company Director.

12) Other Responsibilities

The Company Directors to endeavor to deal fairly with the Company's customers, suppliers, competitors and employees and to not take unfair advantage of any such person through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

13) Reporting, Enforcement and Questions

Any complaint and report against misconduct of the Company Directors can be made to the Chairman of the Board. The Chairman may initiate the necessary actions as he deems fit to address such complaint and report.

Any Director with a concern or question about applicable provisions of the Code, or about conduct that may violate these provisions, should contact the Chairman of the Board. Such persons shall also be responsible for enforcing the applicable provisions of the Code.

TERMS OF REFERENCE OF AUDIT COMMITTEE

1. Members of the Audit Committee

The Audit Committee of the Company comprises of the following members. All of them are Independent Non Executive Directors.

Chairman : General (R) Tan Sri Dato’ Seri Mohd Shahrom Bin Dato' Hj Nordin
(Senior Independent Non-Executive Director)
 
Member : i) Noor Zilan bin Mohamed Noor (Independent Non-Executive Director)
 
Member : i) Abdul Rahman Bin Ali (Independent Non-Executive Director)
(Member of the Malaysian Institute of Accountants)
 
Secretary : Abdul Aziz Bin Mohamed
(Company Secretary)


2. Terms of Reference

i. Composition
The Board of Directors shall elect an Audit Committee from amongst themselves (pursuant to a resolution of the Board of Directors) and must be comprised of not less than three (3) members all of them must be Non-Executive Directors with a majority of them being Independent Directors. An Alternate Director (if any) shall not be appointed as a member of the Audit Committee.

The members of the Audit Committee shall elect a Chairman from amongst themselves. All members of the Audit Committee, including the Chairman, will hold office only so long as they serve as Directors of the Company. Should any member of the Audit Committee cease to be a Director of the Company, his membership in the Audit Committee would cease forthwith.

If the members of the Audit Committee for any reason be reduced to below three (3), the Board of Directors shall within three (3) months of that event, appoint such number of the new members as may be required to make up the minimum number of three (3) members.

All members of the Audit Committee are Independent Non-Executive Directors and one of them namely Abdul Rahman Ali is a member of the Malaysian Institute of Accountants (MIA).

ii. Objectives
The primary objectives of the Audit Committee are:
  1. To provide assistance to the Board in fulfilling its fiduciary responsibilities particularly relating to business ethics, policies and practices and financial management and control.
  2. To provide greater emphasis on the audit functions by increasing the objectivity and independence of external and internal auditors and providing a forum for discussion that is independent of the management.
  3. To maintain through regularly scheduled meetings a direct line of communication between the Board and the external auditors, internal auditors and financial management.

iii. Duties and responsibilities
The duties and responsibilities of the Audit Committee shall be:
  1. To consider the appointment of the external auditors, audit fee and any questions of resignation or dismissal.
  2. To discuss with the external auditor before the audit commences the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved.
  3. To review the quarterly results and year-end financial statements before submission to the board, focusing particularly on:
    1. any changes in accounting policies and practices
    2. major judgmental areas
    3. significant adjustments resulting from the audit
    4. the going concern assumption
    5. compliance with accounting standards
    6. compliance with the stock exchange and legal requirements
  4. To discuss problems and reservations arising from the interim and final audits, and any matters the auditor may wish to discuss (in the absence of management where necessary).
  5. To review the internal audit programme, consider the major findings of internal audit investigations and management’s response, and ensure co-ordination between the internal and external auditors.
  6. To keep under review the effectiveness of the internal control systems and in particular review the external auditor’s management letter and management’s response.
  7. to review any related party transactions and conflict of interest situations that may arise within the Group including any transactions, procedure or course of conduct that raises questions of management integrity.
  8. To carry out such other functions as stipulated in the Bursa Malaysia Securities Listing Requirements and other functions as may be agreed to by the Audit Committee and the Board of Directors.

iv. Authority
The Committee is authorised by the Board to investigate any activity within the terms of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

The Committee is empowered by the Board to retain persons having special competence as necessary to assist the Committee in fulfilling its responsibilities.

v. Meeting and Minutes
The Audit Committee shall not hold less than three (3) meetings a year and the quorum for each meeting shall be two (2) members.

Minutes of each meeting shall be kept at the registered office and distributed to each member of the Committee and also to the other members of the Board. The Committee Chairman shall report on each meeting to the Board.

The Company Secretary acted as the secretary for the Committee at all the meetings held. Other Directors and senior management of the Group were also present at the meeting upon invitation. The Committee also invited the representative of the External Auditors to attend the meeting whenever necessary so that private session independent of the management could be held.