{"id":2723,"date":"2026-10-16T12:43:40","date_gmt":"2026-10-16T04:43:40","guid":{"rendered":"https:\/\/www.emits.com.my\/?page_id=2723"},"modified":"2026-10-16T14:05:30","modified_gmt":"2026-10-16T06:05:30","slug":"board-charter","status":"publish","type":"page","link":"https:\/\/www.emits.com.my\/index.php\/board-charter\/","title":{"rendered":"Board Charter"},"content":{"rendered":"\t\t
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1. INTRODUCTION <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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The Board of Directors (\u201cBoard<\/strong>\u201d) of Emits Berhad (\u201cthe Company<\/strong>\u201d) collectively leads and is responsible for the success of the Company and its subsidiaries (\u201cthe Group<\/strong>\u201d) by providing entrepreneurial leadership and direction as well as supervision
of the management. The Board has primary responsibility for the governance and management of the Company, and fiduciary responsibility for the financial and organisational health of the Company.<\/p>

This Board Charter (\u201cCharter<\/b>\u201d) serves as a reference point for the Board activities and should not be construed as an exhaustive blueprint for the Board operations. The objectives of this Charter are to ensure that all the Board members are aware of their duties and responsibilities and the various legislations and regulations affecting their conduct and that the Principles, Practices and Guidance of corporate governance are applied in all their dealings for and on behalf of the Group.<\/p>

This Charter is governed by, where applicable, the Constitution of the Company, the Companies Act 2016 (\u201cthe Act<\/b>\u201d), the Malaysian Code on Corporate Governance (\u201cMCCG<\/b>\u201d), the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (\u201cBursa Securities<\/b>\u201d) (\u201cACE LR<\/b>\u201d), applicable regulatory and legislative requirement and other good practices on corporate governance.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/details>\n\t\t\t\t\t\t

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2. BOARD STRUCTURE <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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2.1. Board Composition <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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2.1.1. The Board should consist of qualified individuals with diverse sets of skills, experiences and knowledge and cultural background that are necessary and relevant to the Group\u2019s business operations.\u00a0<\/p>

2.1.2. The Board acknowledges the importance to promote gender diversity and the requirements of the MCCG where it shall comprise at least 30% women directors. The Board discloses in the annual report of the Company its policy on gender diversity for the Board and senior management.\u00a0<\/p>

2.1.3. The Group must ensure that at least two (2) directors or one-third (1\/3) of the Board, whichever is the higher, are Independent Directors. Independent Directors shall have the meaning as defined under Rule 1.01 of the ACE LR. In addition, in line with best practice under Practice 5.2 of MCCG, the Board shall endeavour that at least half of its board comprises Independent Directors.\u00a0<\/p>

2.1.4. In the event of any vacancy in the Board, resulting in the non-compliance with Clause 2.1.3 above, such vacant position must be filled within three (3) months. Further, the appointment of a new member to the Board is only made after consultation with the Nomination Committee.\u00a0<\/p>

2.1.5. Each Board member must not hold more than five (5) directorships in public listed companies and shall notify the Board\u2019s Chairman (vide the Company Secretary) before he\/she accepts any new directorships.\u00a0<\/p>

2.1.6. The Independent Directors provide independent judgement, experience and objectivity without being subordinated to operational considerations. The views of the Independent Directors should carry significant weight in the Board\u2019s decision-making process. Further, Independent Directors help to ensure that the interests of all the shareholders, and not only the interests of a particular fraction or group, are indeed taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.\u00a0<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/details>\n\t\t\t\t\t\t

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2.2. Duties and Responsibilities of the Board <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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The Board should objectively discharge their fiduciary duties and responsibilities at all times in the interests of the Company. The Board must act with integrity, led by example, keep abreast of its responsibilities and of the conduct, business activities and development of the Company. Together with senior management, the Board promote good corporate governance culture within the company which reinforces ethical, prudent and professional behaviour. The duties and responsibilities of the Board are as follows:-\u00a0<\/p>

(i) to provide leadership and oversee the overall conduct of the Group\u2019s businesses to ensure that the businesses are being properly managed;\u00a0<\/p>

(ii) to review and adopt strategic plans for the Group to support long-term value creation and includes strategies on economic, environmental, social and governance (EESG) consideration underpinning the sustainability of the Group in the Group\u2019s strategies, business plans, major plans of action and risk and opportunity management and to ensure that such strategic plans and the risk, performance and sustainability thereon are effectively integrated and appropriately balanced;\u00a0<\/p>

(iii) to review, challenge and decide on management\u2019s proposals for the company, and monitor its implementation by management;\u00a0<\/p>

(iv) to review and adopt corporate governance best practices in relation to risk management, legal and compliance management and internal control systems\u00a0 to safeguard the Group\u2019s reputation and the employees and assets and to ensure compliance with applicable laws and regulations;\u00a0<\/p>

(v) to ensure there is a sound framework for internal controls and risk management, and to set the risk appetite within which the Board expects management to operate, supported by an appropriate framework to identify, analyse, evaluate, manage, and monitor significant financial and non-financial risks;\u00a0<\/p>

(vi) to understand the principal risks of the company\u2019s business and recognise that business decisions involve the taking of appropriate risks;\u00a0<\/p>

(vii) to ensure that the Company has effective Board committees as required by the applicable laws, regulations, rules, directives and guidelines and as recommended by the Malaysian Code on Corporate Governance;\u00a0<\/p>

(viii) to review and approve the annual business plans, financial statements and annual reports;\u00a0<\/p>

(ix) to monitor the relationship between the Group and the management, shareholders and stakeholders, and to develop and implement an investor relations programme or shareholders\u2019 communications policy for the Group;\u00a0<\/p>

and\u00a0<\/p>

(x) to appoint the Board committees, to delegate powers to such committees, to review the composition, performance and effectiveness of such committees and to review the reports prepared by the Board committees and deliberate on the recommendations thereon.\u00a0<\/p>

2.2.1. The Board reserves full decision-making powers on the following matters:-\u00a0<\/p>

(a) Appointment of the Chairman;\u00a0<\/p>

(b) Appointment and removal of Director(s);\u00a0<\/p>

(c) Appointment of Director(s) to fill a casual vacancy or as additional director(s);\u00a0<\/p>

(d) Approval of annual business plan or budget;\u00a0<\/p>

(e) Acquisition and disposal or closure of business(es);\u00a0<\/p>

(f) Any corporate restructuring matters;\u00a0<\/p>

(g) Material acquisitions and disposition of tangible assets not in the ordinary course of business(es);\u00a0<\/p>

(h) Conflict of interest or potential conflict of interest issues relating to a substantial shareholder or a Director or key senior management;\u00a0<\/p>

(i) Authority levels;\u00a0<\/p>

(j) Treasury or investment policies and matters;\u00a0<\/p>

(k) Risk management policies;\u00a0<\/p>

(l) Human resource matters relating to senior management; and\u00a0<\/p>

(m) Any other specific matters nominated by the Board from time to time.\u00a0<\/p>

2.2.2. In overseeing the conduct of the Group\u2019s businesses and sustainability issues relevant to the Company and its business (including climate-related risks and opportunities) and evaluate whether the businesses and sustainability issues are being properly managed and targets set are achieved, the Board shall ensure that an appropriate financial planning, operations and reporting framework as well as an embedded risk management framework is established. Elements under this combined framework include the strategic business plan and budget, financial statements, performance review reports and risk management reports.\u00a0<\/p>

2.2.3. The Directors have unrestricted access to information from the Management, the Company Secretary, the outsourced Internal Auditors as well as the External Auditors of the Group in furtherance of their duties. If the need arises, the Board as well as any Director may seek independent professional advice relating to the affairs of the Group or his\/her responsibilities as a Director, at the Company\u2019s expense. If a Director considers such advice as necessary, for the benefit of the Company, such Director shall first discuss it with the Chief Executive Officer (\u201cCEO<\/b>\u201d) \/ Group Managing Director (\u201cGMD<\/b>\u201d) and having done so, shall be free to proceed, where appropriate. The Director must also ensure that it is practicable and the cost is reasonable.\u00a0<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/details>\n\t\t\t\t\t\t

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2.3. Chairman and CEO <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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The Board recognises the importance of having a clearly accepted division of power and responsibilities by the head of the Company to ensure a balance of power and authority. Therefore, the positions of the Chairman and the CEO\/GMD must be held by different individuals. The Chairman must be an independent non-executive member of the Board and must not be a member of the Audit and Risk Management Committee, Nomination Committee or Remuneration Committee. Having the same person assume the positions of Chairman of the Board, and Chairman of the Audit and Risk Management Committee, Nomination Committee or Remuneration Committee gives rise to the risk of self-review and may impair the objectivity of the Chairman and the Board when deliberating on the observations and the recommendations put forth by the Board.\u00a0<\/p>

2.3.1. Role of Chairman<\/b>\u00a0<\/p>

The Chairman is responsible for the following:-\u00a0<\/p>

(a) Provide leadership for the Board so that the Board can perform its responsibilities effectively, with the assistance of the Board committees and Management;\u00a0<\/p>

(b) The efficient organisation and conduct of the Board\u2019s function, chairing Board meetings and encouraging all the Directors to play an active role in Board activities;\u00a0<\/p>

(c) Encourage active participation and allowing dissenting views to be freely expressed;\u00a0<\/p>

(d) Taking the lead in setting the values and standards, adopting and implementing good corporate governance practices in the Company\/Group;\u00a0<\/p>

(e) Setting the board agenda and ensuring complete and accurate information is furnished to Board members on a timely basis to facilitate decision-making;\u00a0<\/p>

(f) Together with the assistance of the Company Secretary, set the Board meeting agendas and ensure adequate time is allocated for discussion of issues tabled to the Board for deliberation;\u00a0<\/p>

(g) Chairing general meetings of shareholders and ensuring orderly conduct and proceedings of such meetings;\u00a0<\/p>

(h) Ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole;\u00a0<\/p>

(i) Managing the interface between the Board and Management; and\u00a0<\/p>

(j) Facilitating the contribution of Non-Executive Directors and ensuring constructive relations are maintained between Executive and Non-Executive Directors.\u00a0<\/p>

2.3.2. Role of the CEO<\/b>\u00a0<\/p>

The position of the CEO\/GMD in essence is to ensure the effective implementation of the Group\u2019s business plan and policies established by the Board as well as to manage the daily conduct of the businesses and affairs to ensure its smooth operation.\u00a0<\/p>

Generally, the CEO\/GMD is responsible to the Board for the following key functions:-\u00a0<\/p>

(a) Develop and implement corporate strategies and business development for the Group;\u00a0<\/p>

(b) Manage the team such that they deliver the strategies and plans as approved by the Board;\u00a0<\/p>

(c) Ensure the Company has an effective management team and structure as well as develop management skills and putting in place an effective management succession plan to sustain continuity of operations. The succession planning, including ensuring that processes are in place to recruit senior management with the highest standards of integrity and competence, and to train, develop and retain them;\u00a0<\/p>

(d) Coordinates business plans with the Head of Departments, coordinates management issues through the Board, and oversees divisional function groups and cost containment process in consultation with the Financial Director\/Head of Finance\/Chief Financial Officer;\u00a0<\/p>

(e) Ensure the efficiency and effectiveness of the operations for the Group and that the businesses and affairs of the Group are carried out in an ethical manner and in compliance with the relevant laws and regulations;\u00a0<\/p>

(f) Achievement of Company\u2019s goals and observance of management authorities delegated by the Board;\u00a0<\/p>

(g) Be the official spokesman for the Company and responsible for regulatory, governmental and business relationships;\u00a0<\/p>

(h) Ensure that the financial management practice is performed at the highest level of integrity and transparency; and\u00a0<\/p>

(i) Ensure that effective internal controls for the Group are instituted.\u00a0<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/details>\n\t\t\t\t\t\t

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2.4. Appointments <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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2.4.1. The appointment of a new director or re-appointment of a retiring director is a matter for consideration and a decision by the full Board upon appropriate recommendation from the Nomination Committee. The Board shall also provide a statement in the Annual Report as to whether it supports the appointment or re-appointment of the candidate and the reasons why. Such Director must also declare their fit and properness to act or continue to act as Director of the Company, in line with the Directors\u2019 Fit and Proper Policy of the Company.\u00a0<\/p>

2.4.2. New directors are expected to have such expertise so as to qualify them to make a positive contribution to the Board performance of its duties and to give sufficient time and attention to the affairs of the Company.\u00a0<\/p>

2.4.3. The Company Secretary has the responsibility of ensuring that relevant procedures relating to the appointments of new directors are executed in accordance with regulatory requirements.\u00a0<\/p>

2.4.4. Upon the appointment of a new director, the Company Secretary advises the Director of his\/her principal duties and responsibilities and explains the restrictions to which he\/she is subject to in relation to price-sensitive information and dealings in the Company’s securities. Thereafter, all Directors are provided with appropriate briefings on the Company’s affairs and up-to-date corporate governance materials published by the relevant bodies.\u00a0<\/p>

2.4.5. The Company has adopted an induction programme for newly appointed directors. The induction programme aims at communicating to the newly appointed directors on the Company’s vision and mission, its philosophy and nature of business, current issues within the Company, the corporate strategy and the expectations of the Company concerning input from Directors. Induction of new director may include, but not limited to, the following:-\u00a0<\/p>

(a) provision of a copy of this Charter, recent Board minutes, relevant company policies, most recent annual and interim reports to shareholders and information on the time commitment needed, as well as specific information about the Group;\u00a0<\/p>

(b) meetings with relevant management; and\u00a0<\/p>

(c) site visits to major operating locations.\u00a0<\/p>

2.4.6. The Company has adopted educational\/ training programmes to update the Board in relation to new developments pertaining to the laws and regulations and changing commercial risks which may affect the Board and\/or the Company.\u00a0<\/p>

2.4.7. In addition to the Mandatory Accredited Programme (\u201cMAP<\/b>\u201d) (now divided into Parts I and II) as required by the Bursa Securities, Directors are required to attend relevant training courses\/seminars at periodic intervals to keep them abreast with the latest development pertaining to the oversight function of Directors as well as updates on technical matters. The Board shall assess the training needs of the Directors and ensure its members have access to appropriate continuing education programmers. Training courses\/seminars attended by the Directors during the financial year concerned will be disclosed in the annual report.\u00a0<\/p>

2.4.8. All Directors are expected to make proper and timely disclosure of new directorships in public companies to the Company Secretary.\u00a0<\/p>

2.4.9. The Nomination Committee shall conduct an annual assessment on the effectiveness and independence of individual Directors in accordance with the MCCG, and table its findings and recommendations to the Board. The Board shall, after due consideration of the Nomination Committee\u2019s assessment, determine the independence of each Director.\u00a0<\/p>

2.4.10. The Board should undertake a formal and objective annual evaluation to determine the effectiveness of the Board, its committees and each individual director. The Board should disclose how the assessment was carried out, its outcome, actions taken and how it has or will influence Board composition.\u00a0<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/details>\n\t\t\t\t\t\t

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2.5. Tenure of director <\/div><\/span>\n\t\t\t\t\t\t\t\n\t\t\t<\/path><\/svg><\/span>\n\t\t\t<\/path><\/svg><\/span>\n\t\t<\/span>\n\n\t\t\t\t\t\t<\/summary>\n\t\t\t\t
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2.5.1. The Nomination Committee should ensure that the composition of the Board is refreshed periodically. The tenure of each Director should be reviewed by the Nomination Committee and annual re-election of a Director should be contingent on satisfactory evaluation of the Director\u2019s performance and contribution to the Board by the Nomination Committee.\u00a0<\/p>

2.5.2. The tenure of an Independent Director should not exceed a term limit of nine (9) years. Upon completion of the nine (9) years, an Independent Director may continue to serve on the Board as a Non-Independent Director. If the Board intends to retain an Independent Director beyond nine (9) years, the Board should justify and seek annual shareholders\u2019 approval through a two-tier voting process, as follows:-\u00a0<\/p>