Board Charter

Board Composition

    • The position of Chairman and Managing Director should be held by different individuals.
    • The Chairman must be a non-executive member of the Board.
    • The Board must comprise a majority of independent directors where the Chairman is not an independent director.

Role of Board

    • The Board is primarily responsible for ensuring that the Group commits to and practices a high standard of corporate governance which is embedded and cultivated into our organizational culture, thereby creating and protecting shareholders’ value.

Role of Chairman

    • Overseeing the Board in the effective discharge of its supervisory role;
    • The efficient organisation and conduct of the Board’s function and meetings;
    • Committing the time necessary to discharge effectively his role as Chairman.

Role of Managing Directors

    • Overseeing the day-to-day management of the Group with all powers, discretions and delegations authorised by the Board from time to time.


    • The Board of Directors delegates certain responsibilities to the Board committees, namely the Audit Committee, the Nomination Committee and the Remuneration Committee.
    • All committees have written terms of reference and operating procedures, and the Board receives reports of their proceedings and deliberations. The Chairman of the respective committees will brief the Board on the matters discussed at the committee meetings and minutes of these meetings are circulated to the full Board.

Code of Conduct

    • The Directors and management of the Group are committed to observing the highest standards of integrity and behaviour in all its activities.
    • The code of conduct spelled out a set of rules to be adhered by all Directors and employees when they represent the Group.

Risk Management Framework

    • The Group fully supports the contents of the Internal Control Guidance and through the Audit Committee, continually reviews the adequacy and effectiveness of the risk management process in order to identify, evaluate and manage significant risks faced by the Group.
    • The Risk Management Policies manual outlines the risk management framework for the Group and provides practical guidance to all employees on risk management issues.
    • As part of the risk management framework, the Risk Management Committee is tasked to identify, assess and monitor the on-going risk faced by the Group.

Environment, Social & Governance (“ESG”)

    • The Group must be always mindful of its responsibility towards the environmental, social and governance aspects of business which underpin corporate sustainability.
    • The Group’s manufacturing activities must be carried out in accordance with the relevant Occupational Safety and Health (“OSH”) legislative requirements.
    • The Group should endeavour to reach out to the communities in which it carries out its business activities.

Stakeholder Communication

    • The Group should make available various channels of communication for its stakeholders such as an up-to-date corporate website and corporate email.
    • For shareholders and investors, there is an Investor Relations column in the corporate website where they are constantly updated of the Group’s latest corporate activities.
    • The Group has nominated a Senior Independent Non-Executive Director whom the shareholders may convey their concerns.

Succession Planning

    • The Group must be always mindful of the importance of succession planning by identifying and developing human talents to fill key business leadership positions in the Group.

Directors’ Assessment

    • The Nomination Committee reviews the effectiveness of the Board, its Committees and the contributions of each individual Director, including independent non-executive directors, on an annual basis.
    • The results of assessment are reported to the Board for continuous improvement.

Directors’ Selection & Induction

    • The Nomination Committee is empowered by the Board and its terms of reference to bring to the Board recommendations as to the appointment of new Directors.
    • The Board through the Nomination Committee ensures that only individuals with the proper knowledge, experience, caliber, professionalism and integrity to fulfill the duties of a Director are recruited to the Board.
    • For newly appointed Directors, the Company conducts a briefing on the ceramic tile industry, organisation structure and business of the Group, including a tour of the factory’s operation and meetings with senior management staff.
    • New Directors must complete the Mandatory Accreditation Program conducted by Bursa Malaysia Training Sdn Bhd.

Directors’ Training & Development

    • In order to keep abreast of the latest development of the various issues in the continuously changing environment in which the Group operates, the Board prescribes minimum Continuing Education Programs (“CEP”) points per annum to be attained by each Director.

Board Meetings

    • The Board must meet at least 4 times in a financial year.
    • All Directors must comply with the minimum attendance at Board meetings as stipulated by the Bursa Securities Listing Requirements.

Committee Meetings

    • The Audit Committee must meet 4 times in a financial year while the Nomination and Remuneration Committees must meet twice in a financial year.

Financial & Non-Financial Reporting

    • The Group must comply with the all the relevant reporting & non-reporting requirements as prescribed by the Listing Requirements of the Bursa Malaysia Securities Berhad.