The Board Charter sets out the composition, roles and responsibilities and processes of
The Board of Directors (the “Board”) of Rexit Berhad (the “Company”) is committed in ensuring the
highest standards of corporate governance and regards corporate governance as important principles
and practices to be upheld. The Company and its subsidiaries (collectively “Group”) continuously
strive to ensure that good corporate governance is implemented and carried out by the Group, with
the ultimate objective of adopting good governance practices as an integral part of its business
The Board Charter affirms the Board’s commitment and remains fully resolved to employing the
principles of integrity, transparency and professionalism to ensure the practice of good corporate
governance that will safeguard and enhance shareholders’ investment and value and at the same time
protect the interests of its stakeholders, by embedding sustainability policies in its business.
The Board shall actively strive and be collectively responsible to promote the success of the Group
by directing and supervising its business and affairs.
In addition to fulfilling its commitment for increased shareholder value, the Board shall endeavour
to uphold the interests of the Group’s customers, employees, suppliers and to the communities where
it operates, but bearing in mind the circumstances and requirements for successful business. The
Board has a formal schedule of matters reserved to itself for decisions, including the overall Group
strategy and direction as well as significant financial matters. There is a clear division of
responsibilities between the Chairman, Chief Executive Officer and Independent Non-Executive
The duties, powers and functions of the Board are governed by the Constitution of the Company, the
Companies Act 2016, and other regulatory guidelines and requirements that are in force.
3.2 Roles and Responsibilities
Having regard to its commitments, the Board is expected to direct and supervise the management of its
business by fulfilling the following responsibilities:-
Ensure that the Group‘s goals are clearly established.
Review and approve strategies, business plans and significant policies and to monitor its
implementation and performance thereof.
Observe its legal and fiduciary obligations that affect the business by adopting performance
Ensure a competent management by establishing policies for strengthening the performance of the
with a view to proactively build the business through innovation, initiative, technology, new
and the development of its business capital.
Evaluate whether the business is being properly managed, ensure the solvency of the Group and
ability to meet contractual obligations, and safeguard the Group’s assets.
Ensure that the Group has appropriate business risk management framework and processes
adequate control environment, systems for compliance with applicable laws and regulations, and
in areas of significant financial and business risks.
Establish various Board Committees and ensure their effectiveness to address specific issues, by
considering recommendations of the various Board Committees and acting on their reports.
Ensure that the statutory accounts of the Company and Group are fairly stated and otherwise
to the relevant regulations including acceptable accounting policies that result in balanced and
understandable financial statements.
Ensure that there is an appropriate succession plan for members of the Board and senior
Ensure that the Group adheres to high standards of ethics and corporate behaviour including
transparency in the conduct of its business, and Directors are required to comply with the
Directors’ Code of Best Practice.
Ensure that there is an appropriate investor relations and communications policy.
Directors should consult the Company Secretary and / or the Chairman, as required, for any
clarifications on their responsibilities and duties and any dealings from which potential
conflict of interest situation may arise.
3.3 Matters Reserved for the Board
The following are matters which are specifically reserved for the Board:-
Approval of major corporate plans, policies and programmes.
Approval of major capital commitments.
Approval of new ventures.
Approval of material acquisitions and disposals of undertakings and properties.
Changes to the management and control structure within the Company and its subsidiaries (“the
Group”), including key policies, delegated authority limits.
Appointment and removal of Director.
Establishment of Board Committees.
Appointment and removal of Secretary.
Remuneration of Directors' fee for Non-Executive Directors.
Executive Directors' Remuneration packages.
3.4 Roles of Chairman
The Chairman of the Board is an Independent Non-Executive Director. He is primarily responsible for
the leadership, effectiveness, conduct and governance of the Board. The responsibilities of the
Chairman, amongst others, are as follows:-
Leading the Board in setting the values and ethical standards of the Company.
Chairing the Board Meetings and stimulating debates on issues and encouraging positive
contributions from each Board Member.
Consulting with the Chief Executive Officer and Company
Secretary in setting agenda for Board Meetings and ensuring that all relevant issues are on the agenda.
Maintaining a relationship of trust with and between the Executive and Non-Executive Directors.
Ensuring the provision of accurate, timely and clear information to Directors.
Ensuring effective communication with shareholders and relevant stakeholders.
Arranging evaluation of performance of Board Members, its Committees and individual Directors,
including assessment of the independence of Independent Directors.
Facilitating effective contribution of Non-Executive Directors and ensuring constructive
discussions at Board Meetings.
Ensuring that, in determining policy-related matters, the following are carried out:-
All directors are properly briefed on issues arising at Board Meetings.
There is sufficient time allowed for discussion on complex or contentious issues.
Appropriate arrangement for informal meetings beforehand to enable thorough preparations.
Allowing every Board Resolution to be voted on and ensuring the will of the majority prevails.
Casting his votes in accordance with the prescribed Constitution of the Company.
Together with the Chief Executive Officer, representing the Company and/or Group to external
groups such as major shareholders, creditors, consumer groups, and other stakeholders.
Ensuring that all Board Members, upon taking up their office, are fully-briefed on the terms of
their appointment, time commitment, duties and responsibilities, and the business of the Group.
Acting as liaison between the Board and Management, and between the Board and the Chief
3.5 Roles of Chief Executive Officer
The Chief Executive Officer has executive responsibilities for the day-to-day operations of the
company’s business and shall implement policies, strategies and decisions approved by the Board. He
shall be accountable and responsible for the management functions of the Company and/or Group
including conduct and discipline, and for its results and performance thereof.
The role of the Chief Executive Officer can be summarised as follows:-
With Regard to the Board and Company:-
To develop and recommend to the Board a long-term strategy and vision for the Company
and/or Group that leads to the creation of long-term prosperity and shareholder value.
To develop and recommend to the Board the operational plan and budget that support the
Company’s and/or Group’s long-term strategy.
To foster a corporate culture that promotes ethical practices, encourages individual
integrity and the fulfillment of the Company’s corporate social responsibilities.
To maintain a positive and ethical working environment that is conducive to attracting,
retaining and motivating a diverse work-force at all levels.
With regard to the Management and business operation:-
To recommend suitable management structure and operating authority levels which include
delegations of responsibilities to the management.
To ensure an effective management team below the level of the Chief Executive Officer and
develop an active succession plan.
To formulate and oversee implementation of major corporate policies.
To be accountable to the Board for the financial management and reporting, including
forecasts and budgets of the Company and/or Group.
To make reports to the Board periodically on its financial positions, key performance
indicators, market conditions and business development from time to time.
To ensure continuous improvement in quality and value of the Company’s products and
To serve as spokesperson for the Group.
To refer to Board Committees on matters as requested from time to time.
4.1 Attributes and Composition
The Board shall consist of individuals who possess diverse experiences, knowledge, qualifications,
and expertise besides having high standards of professionalism and integrity. The size of the Board
should facilitate the making of informed and sound decisions. At all times, the Board shall have a
balanced composition of Executive Directors and, with one-third (1/3) Independent Non-Executive
Directors, as required by the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa
The Independent Directors shall provide independent judgment and objectivity without being
to operational considerations. The Independent Directors help to uphold the interests of all
shareholders and not only the interests of a particular group, and that all relevant matters and
are objectively and impartially considered by the Board. The views and opinions of the Independent
Directors shall carry significant weight in the Board’s decision-making process.
The Board assesses the independence of the Independent Directors annually by taking into
of their disclosed interests and having regard to the criteria for assessing the independence of
Directors under the annual Board Assessment. A separate assessment for Independent Directors is also
undertaken when any new interest or relationships develops.
The tenure of an Independent Director shall not exceed a cumulative term of twelve (12) years. Upon
completion of the 12 years, an Independent Director may continue to serve on the Board subject to
Director’s designation as a Non-Independent Director. Otherwise, the Board must justify and seek
shareholders’ approval at the Company’s Annual General Meeting in the event it retains the Director
an Independent Director.
4.3 Procedure for Appointment
Candidates for appointment to the Board and Senior Management are selected after taking into
consideration the mix of skills, experience and strength that would be relevant for the effective
discharge of the Board’s responsibilities. For appointment as Director, potential candidates are
evaluated by the Nominating Committee and, if recommended by the Nominating Committee, subsequently,
the Board based on their respective profiles as well as their character, integrity, professionalism,
independence and their ability to commit sufficient time and energy to the Company’s matters.
of candidates to be considered for appointment as Directors is facilitated through recommendations
the existing Directors, management, major shareholders or independent sources.
Newly appointed Directors are expected to declare their time commitment to the Board, and if anyone
Director is appointed to sit in other listed corporations as a Director, then the said Director
inform the Chairman of the Board.
The number of directorships in listed corporations held by any Board Member at any one time shall
with the Listing Requirements of Bursa Securities.
The Company Secretary shall be responsible in ensuring that all relevant procedures and compliances
fulfilled relating to the appointment of new Directors.
4.4 Induction and Training for Board Members
The Board shall ensure compliance with Bursa Securities mandatory accredited programme
for newly appointed Directors and assess further training programme needs of the Directors
on an-on-going basis, based on the criteria as determined by the Nominating Committee.
Appropriate in-house induction programme for newly-appointed Directors
shall be carried out as advised by the Company Secretary with appropriate assistance from other Senior Executive Directors.
The Board shall adopt a continuous educational and training programme to update Board Members on new developments in
risks control, laws, regulations and other business and management-related subjects that may affect the company’s
business and compliance requirements.
4.5 Retirement by Rotation
All Directors shall be subject to retirement by rotation in accordance with the Listing Requirements
4.6 Policy on Gender Diversity
The Company does not practice any form of gender biasness as both genders shall be given fair and
Any new appointments to the Board shall be based on merits instead of fulfilling any gender quotas.
The Company shall provide all Directors with timely and quality information and in the form and
manner appropriate for them to discharge their duties effectively. Where necessary, the Directors at
the expense of the company may consult with experts and professionals for advice.
5.1 Board Meetings
The Board shall meet at least once every quarter throughout the year. The Chairman, assisted by the
Company Secretary and Chief Executive Director, shall assess the type of information to be furnished
at Board Meetings. At each scheduled meeting, a full and comprehensive Board Paper shall be
circulated to all Board Members, giving ample time for reading and preparation.
In convening the Board Meetings, all procedures to meet the requirements of a valid Board Meeting
shall follow the Company’s Constitution. All proceedings in Board Meetings are recorded as minutes
and signed by the Chairman of the meeting or Chairman of the next meeting, in accordance with the
provisions of the Companies Act 2016. Minutes of the Board Meetings will include a record of the
decision and resolution of the Board Meetings and are properly maintained by the Company Secretary.
5.2 Codes of Conduct
The Company Code of Conduct and Ethics is to be observed by all Directors and employees of the Group.
5.3 Board’s Access to External Independent Professional Advice
The Board is entitled to obtain external independent professional advice at the Company’s cost based
on proper guidelines set up by the Board. An external independent advice shall exclude those of
personal interests such as the Director’s personal disputes, where they do not affect the Board or
Company as a whole.
The Board may from time to time establish Committees as is considered appropriate to assist in
carrying out its duties and responsibilities. The Board delegates certain functions to the following
Committees to assist in the execution of its responsibilities:-
Audit & Risk Management Committee
The Committees shall operate under clearly defined terms of reference. The Committees are authorized
by the Board to
deal with and to deliberate on matters delegated to them within their terms of reference. The
Chairman of the
respective Committees reports to the Board on the outcome of the Committee meetings.
The Board shall at all time exercise collective oversight of the Committees and Management and would
matters to the Committees or Management to an extent that would significantly hinder or reduce the
Board’s ability to
discharge its functions. Regular reviews on the roles and responsibilities of the Committee would be
conducted, when the
need arises, to ensure that the Company is able to adapt to changing business circumstances.
The Board through the Nominating Committee, shall undertake a formal and rigorous annual evaluation
of its own
performance and effectiveness, including the assessment on the Board as a whole, Board committees,
members and individual Directors.
The Board assesses the independence of the Directors annually by taking into consideration of their
and having regards to the criteria for assessing the independence of Directors through the
Assessment of Independence of
The Nominating Committee and the Board will consider the assessment results from the annual
evaluation to determine the
re-election and/or re-appointment of Directors, as well as for further development of the Directors.
The Board evaluation shall be facilitated by a professional independent party as and when the Board
deem necessary, in
order to achieve a greater objectivity to the assessment by providing an unbiased perspective on a
performance and contribution.
The objectives of the Group’s policy on Directors’ remuneration are to ensure that the Group attracts
and retains Directors of caliber and integrity to the run the Group successfully. The Executive
Directors’ and senior management’s remuneration will be reviewed by Remuneration Committee annually
and recommended for Board’s approval after taking into consideration all relevant factors including
the function, workload, responsibilities, contribution and commitment of the Executive Directors and
In the case of the Non-Executive Directors, the level of remuneration reflects the contribution and
level of responsibilities undertaken by the particular Non-Executive Director. The fee which is
subject to the approval of the shareholders shall be fixed in sum and not by a commission or on
percentage of profits/turnover.
The Board aims to present a balanced and comprehensible assessment of the Group’s financial position
and prospects, and ensures that the financial statements are a reliable source of information for
shareholders and other stakeholders.
8.1 Sound Risk Management Framework and Internal Control System
The Board ensures that there is an ongoing process for identifying and managing significant risks
faced by the Group.
The Chief Executive Officer reports to the Board on significant changes in the business and the
environment which could significantly affect the business risk. In the internal control and
operational level, the
Management carries out continuous risk assessment review on the Company’s and Group’s operations,
which covers all
aspects of its business activities. The risk profiles including its tolerance level thereof, and
risk registers are
shared regularly by the Risk officer, with the Audit & Risk Management Committee. The Chairman of
the Audit & Risk
Management Committee reports the significant risks and controls issues to the Board for its
consideration, as and when
8.2 Enhancement to System of Internal Control
The internal audit function provides assurance on the efficiency and effectiveness of the internal
control systems. The adequacy and effectiveness of the internal control is assessed by adopting a
systematic approach in reviewing the Group’s business and operational control, risk management and
8.3 Internal Audit Function
The Group has an in-house internal audit function. It adopts a risk-based approach and prepares its
audit strategy and plans based on the updated risk profile of the Company.
Its objectives are to independently review the system of internal control as established by the
Management, the adequacy of such internal control system and make appropriate recommendations for
improvement. The Management shall carry out internal audit according to the audit plan or as
required, and findings from the internal audit shall be communicated to the Audit & Risk Management
Committee for review and endorsement.
The Audit & Risk Management Committee considers the report from the Risk Officer’s audit function and
the Management’s responses before reporting and making recommendations to the Board to strengthen
the risk management and internal control systems.
The Board shall take reasonable steps to encourage shareholders participation at general meetings by
serving notices for meetings as required by law and regulation, and disclosing all relevant
information so that they could vote accordingly. To facilitate greater shareholder participation,
the Board may consider adopting electronic voting
The Board acknowledges the need for effective investor relation and communication with shareholders
and to provide them with all relevant information affecting the Company; as such, it adopts an open
and transparent policy. The Board shall also endeavor to ensure timely release of information to
The Annual Report has comprehensive and timely information pertaining to the Group, while various
disclosures on quarterly financial results that provide investors with up-to-date financial
information can be found on the Company’s corporate website.
As a corporate citizen, the Board is cognizant of the need to formulate strategies that promote
sustainability and stakeholders’ interests through internal policies, which are, among others:-
Employees are invaluable assets of the Company and play a vital role in helping the Company achieve
its vision and mission. In this respect, the Group constantly invest in its employees by sending
them for relevant training courses and workshops to upgrade their skills and knowledge. The Board
endeavors to provide a conducive working environment and adopts a comprehensive and documented
policies and procedures regarding Occupational Safety and Health.
11.2 Community and Social Responsibility
The Board acknowledges that the Company should play an important role in contributing towards the
welfare of the community in which it operates, and shall continuously identify opportunities to
support charitable causes and initiatives in community development projects.
In promoting good corporate governance, the Board Charter sets out the principles and guidelines that
are to be applied by the Board and the Board Committees, as well as identifying their roles,
responsibilities and functions in the Company and/or Group.
The Board Charter shall be made public in the Company’s corporate website and disclosed in its Annual
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