Investor Relations - Board Charter

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Summarised Version
The enhancement of corporate governance standards is vital towards achieving the objectives of transparency, accountability and effective performance for Digistar Corporation Berhad (“Digistar” or the “Company”) and its subsidiaries (the “Group”). It is with the aim of enshrining the concepts of good governance as promulgated by the Malaysian Code on Corporate Governance 2012 (the “MCCG 2012”) that this Board Charter (the “Charter”) is established.

The Charter serves as a reference point for Board activities and should not be construed as a blueprint for Board operations. Just as each organisation has its own corporate culture, the dynamics of each Board are unique. The dynamics shift as the composition of the Board changes, and the Directors of the Company should always be open to new opportunities and ready to confront new challenges brought about by the changes.

This Charter is designed to provide guidance and clarity for Directors and Management regarding the role of the Board and its Committees, the requirements of Directors in carrying out their stewardship role and in discharging their duties towards the Company as well as the Board’s operating practices. This Charter does not overrule or pre-empt the statutory requirements of Directors enshrined in the Companies Act 1965, the Income Tax Act 1967 or other relevant statutes, including the conduct of the Board as stipulated in the Articles of Association of the Company.
The Company’s Board Charter addresses, inter-alia, the following salient aspects of Board’s responsibilities and activities, in addressing the objectives of the Board in meeting the Company’s needs and objectives:
  • The role of the Board, including its principal responsibilities under the MCCG 2012;
  • The balanced composition and mix of the Board as envisaged under the MCCG 2012, including Board diversity and code of conduct;
  • Criteria deployed on the selection of Directors;
  • The role of the Board Chairman;
  • The role of Executive Directors (and the Group Managing Director) and Non-Executive Directors, including Independent Non-Executive Directors;
  • Tenure of Directors, including the 9-year tenure of Independent Directors;
  • The role of the Company Secretary;
  • The relevant terms of reference of Board Committees, comprising the Audit Committee, Nominating Committee, Remuneration Committee, Executive Committee and Risk Management Unit. The various terms of reference are explicit on the roles and responsibilities of the Committees concerned, including areas where they have the authority to approve and others which just require them to recommend to the Board for ultimate decision;
  • Shareholder and stakeholder relationship, including corporate disclosure policies;
  • Board processes (including conduct of Board meetings, agenda, Board papers, etc.);
  • Access to information by Directors;
  • Appointment, vacation of office and removal of Directors;
  • Induction process and training programmes for Directors;
  • Assessment of performance of the Board, Board Committees and individual Directors;
  • Assessment of the independence of Independent Directors;
  • Directors’ external commitment, related party and conflict of interest situations;
  • Procedures for Directors to obtain independent professional advice; and
  • Company’s corporate representative.

The Charter has been approved by the Board of Digistar Corporation Berhad to provide structured guidance to Directors in the discharge of their fiduciary duties and stewardship roles in the Company. Any changes to the Charter require the approval of the Board in writing.
The full Board Charter of Digistar is available to stakeholders upon request in writing submitted to the Company Secretary.

 



 

 
 
 
     

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