Board meetings are scheduled in advance at the end of the prior calendar year to enable the Board members to plan their schedules accordingly.
A minimum of four (4) meetings a year shall be planned and additional meetings will be called at any time, as and when required.
The notice containing the agenda of the meeting and the relevant board papers shall be circulated by the Company Secretary to every member of the Board a week prior to the meeting.
All Board meetings shall be chaired by Chairman of the Board. Where the Chairman is absent, the Directors present shall elect one (1) of their members to be the Chairman of the meeting.
The quorum for each meeting shall be at least two (2) Directors8.
In the absence of a meeting, issues shall be resolved by way of circular resolutions, signed by majority of directors present in Malaysia9.
The Management team are responsible to furnish the requisite reports containing all necessary and essential information for the purpose of the meeting for the compilation and circulation by the Company Secretary prior to the meeting.
The appropriate key Senior Management personnel of the Company or its subsidiaries and external advisers shall attend such meeting based on invitation basis where their presence is considered appropriate as determined by the Chairman or the Executive Directors.
Minutes of all proceedings of the Board meetings signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting shall be evidence of the proceedings to which it relates.
Where a potential conflict of interest arises, the Director concerned shall declare his or her interest and abstain from the decision making process.
- 8 Article 101 of the AoA
- 9 Article 107 of the AoA