- The Board Charter sets out the role, composition and responsibilities of the Board of Directors (“the Board”) of K-One Technology Berhad
(“K-One” or “the Company” or “the Group”).
- The Board is tasked to:
- Actively oversee and direct the Management of the business and affairs of K-One towards enhancing business prosperity and corporate accountability with the ultimate objective of realising long term shareholder value and safeguarding the interests of stakeholders.
- Formulate policies and strategies, including overseeing and monitoring Management’s performance in implementing them.
The Articles Of Association Of The Company
- The Articles of Association is K-One’s key governance document. The Board ensures that it and the Company complies with the provisions of the Articles.
Compliance With Laws
- As a public company listed on the ACE Market of Bursa Malaysia Securities Berhad, K-One must comply with the Companies Act, the Listing Requirements as well as all other applicable laws.
- As the Group operates in numerous jurisdictions, K-One must ensure that it is aware of and complies with all applicable laws in those jurisdictions.
Composition Of The Board
- The Board shall strive to achieve an optimum balance and dynamic mix of competencies and diverse skill sets amongst its Board members.
- The Board comprises of:
- the Chairman;
- the Chief Executive Officer;
- One (1) Non-Independent Non-Executive Director; and
- Four (4) Independent Non-Executive Directors
- At least 2 Directors or one-third of the Board, whichever is the higher, shall be Independent Directors. If the number of directors is not 3 or a multiple of 3, then the number nearest one-third shall be used.
- The Company’s Articles of Association provides that one third (1/3) or nearest to one-third (1/3) of the Directors, for the time being, shall retire from office and be eligible for re-election provided always that all the Directors shall retire from office at least once in every three (3) years, but shall be eligible for re-election.
Responsibilities And Duties
- The Board is responsible for setting the strategic direction of K-One and monitoring the implementation of the defined strategies by the Management, including:
- oversight of the Group, including its control and accountability systems;
- appointing and removing the Company Secretary;
- Board and senior Management development and succession planning;
- conducting a formal and objective annual evaluation to determine the effectiveness of the Board, Board Committees and individual Director;
- initiating follow-up action to deal with issues arising from the Board and/or Directors’ annual evaluation and arrange for Directors to attend courses, seminars and participate in development programs as the Board judges appropriate;
- reviewing and final approval of corporate strategy;
- reviewing and final approval of the annual operating budgets (including the capital expenditure and management budgets);
- approving and monitoring the progress of major capital expenditure, capital management and acquisitions/divestitures;
- monitoring compliance with all relevant legal, tax and regulatory obligations;
- reviewing and monitoring systems of risk management and internal compliance and controls, codes of conduct, continuous disclosure, legal compliance and other significant corporate policies;
- reviewing the effectiveness of K-One’s implementation of its risk management system and internal control framework;
- monitoring Senior Management’s performance and implementation of strategies and policies, including assessing whether appropriate resources are available;
- approving and monitoring financial and other pertinent reports to the market, shareholders, employees and other stakeholders and appointment, re-appointment or replacement of the external auditor;
- promoting sustainability through appropriate environmental, social and governance considerations in K-One’s business strategies and ensure that the strategic plan of the Company supports long term value creation and includes strategies on economic, environmental and social considerations underpinning sustainability; and
- ensuring that K-One and its officers act legally, ethically and responsibly on all matters.
- In discharging his/her duties, each Director must:
- exercise care and diligence;
- act in good faith in the best interests of K-One;
- not improperly use his/her position or misuse information of K-One; and
- commit the time necessary to discharge effectively his/her role as a Director.
- All Directors are entitled to be heard at all Meetings and should bring an independent judgment to bear in decision-making.
- At least once each year, the Directors will review the Board’s performance in the previous 12 months.
- To assist the Board in fulfilling its duties and responsibilities, K-One has established three Board Committees, namely:
- Audit and Risk Management Committee;
- Nomination Committee; and
- Remuneration Committee.
- Each Committee has a formal Terms of Reference and has been granted certain delegations.
- The Chairman of the Board shall not be a member of the Board Committees.
- The Chairman is responsible for:
- leadership of the Board;
- overseeing the Board in the effective discharge of its supervisory role;
- facilitating the effective contribution of all Directors;
- briefing of all Directors in relation to issues arising at Meetings;
- committing the time necessary to discharge effectively his role as Chairman;
- where the Chairman is an Executive Chairman, to carry on any relevant executive roles, especially participation in, representation of and decisions on high level matters regarding the relations between the Company and external parties, such as the government, regulators, other parties as well as major commercial and business partners such as financiers, major customers and suppliers, joint venture partners, foreign governments and regulators and any other parties that may have an impact on the Group’s business and operations whether current or future.
Chief Executive Officer
- The Chief Executive Officer is responsible for:
- the efficient and effective day-to-day management of the Group with all powers, discretions and delegations authorised by the Board;
- establishing and implementing the strategic direction of the Group as approved by the Board;
- recruiting, mentoring, coaching, and guiding the Senior Management team of the Group to ensure optimal performance as well as implementation of strong succession planning;
- making recommendations to the Board relating to the business and operations of the Group; and
- identifying and ensuring all material matters affecting the Group are brought to the attention of the Board.
- The Chief Executive Officer is to have a formal Employment Agreement describing his/her term of office, duties, rights and responsibilities and entitlements on termination.
Independence Of Directors
- Independent Directors are those who have the ability to exercise their duties unfettered by any business or other relationship and are willing to express their opinions at the Board table free of concern about their position or the position of any third party.
- A director is deemed not independent for the purpose of service on the Board and the Board Committee if he/she:
- is a substantial shareholder of K-One, or an officer of, or otherwise associated directly with, a substantial shareholder of K-One;
- has, within the last three years, been employed in an executive capacity by the Group;
- has, within the last three years, been a principal of a material professional adviser or a material consultant to the Group or an employee materially associated with the service provided;
- is a material supplier or customer of the Group, or an officer of or otherwise associated directly or indirectly with, a material supplier or customer;
- has any material contractual relationship with the Group other than as a Director; or
- is not free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of K-One.
- The materiality thresholds taken into account when considering the independence of Non-Executive Directors are:
- for Directors:
- relationship that accounts for more than 10% of the Director’s gross income (other than Director’s fees paid by the Group); and
- when the relationship is with a firm, company or entity, in respect of which the Director (or any associate) has more than a 20% shareholding if it is a private company or 2% shareholding if it is a listed company.
- for K-One:
- in respect of advisers or consultants – where fees paid exceed RM500,000 per annum;
- in respect of suppliers – where goods or services purchased by the Group exceeds 2% of K-One’s annual consolidated gross revenue (other than banks, where materiality must be determined on a case by case basis); and
- in respect of customers – where goods or services supplied by the Group exceeds 2% of K-One’s annual consolidated gross revenue.
- for Directors:
- Family ties and cross-directorships may also be relevant in considering interests and relationships which may compromise the independence and should be disclosed by Directors to the Board.
- Any Director on the board of another entity is expected to excuse themselves from any meeting where that entity’s commercial relationship with K-One is directly or indirectly discussed.
- The above guidelines must be applied with common sense. Directors are best able to determine if they have an interest or relationship which is likely to impact on their independence. As such, each Director is expected to advise the Chairman immediately if he/she believes that they may no longer be independent. Should the Chairman or any other Director have any concern about the independence of a Director, they must immediately raise the issue with that Director and, if the issue is not resolved, with the Board.
- Should the Chairman have any concern about his/her own independence, he/she must immediately raise the issue with the Board.
- Each Director must immediately disclose to the Chairman (with a copy to the Company Secretary) all information relevant for determining whether the Director is independent, including details of entities in which the Director has a material direct or indirect shareholding (or other interest), is an executive officer or is a director.
- Directors are to inform the Chairman prior to accepting any new appointment to any entity’s board.
- Where the independent status of a Director is lost, this is to be disclosed to the Exchange.
- The tenure of an Independent Director shall not exceed a term limit of nine years. Upon completion of the nine 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 years, it should provide justifications and seek annual shareholders’ approval through a two-tier voting process.
- The quorum for Meetings shall be three (3) members of which one (1) must be independent. A duly convened Meeting of a Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretion vested in or exercisable by the Board.
- The Board shall meet at least on a quarterly basis. Meeting of the Board shall be called by the Secretary of the Board at the request of the Chairman. Unless otherwise agreed, notice of each Meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Board no later than fourteen (14) working days before the date of the Meeting. Board papers are issued seven (7) working days prior to the Board Meeting to enable the Directors to review and consider the agenda to be discussed in the Meeting.
- Each member of the Board is entitled to one (1) vote in deciding the matters deliberated in the Meeting. The decision that gained the majority votes of the Board shall be the decision of the Board.
- In the event of an equality of votes, the Chairman of the Board shall be entitled to a second or casting vote. The Chairman shall not have a casting vote if there are only two (2) Directors (being competent to vote) forming the quorum of a Meeting.
- A member of the Board may participate in Meeting of the Board by means of telephone or video conference or any other means of audio-visual communications and the person shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly.
- The Company Secretary shall minute the proceedings and resolutions of all Meetings, including the names of those present and in attendance.
Access To Information, Independent Advice And Continuing Development
- The Management must provide the Board and Board Committees with information in a form, timeframe and quality that enables them to effectively discharge their responsibilities and duties. All Directors are to receive copies of Board/Board Committee Papers.
- Directors are entitled to request and receive such additional information as they consider necessary to support informed decision-making. Any Director has the authority to seek any information he/she requires from any employee of the Group and all employees must comply with such requests. Any significant issues raised by a Director are to be communicated to the Chairman, Chief Executive Officer or Company Secretary.
- Any Director may take such independent legal, financial or other advice as they consider necessary. Any Director seeking independent advice must first discuss the request with the Chairman who will facilitate obtaining such advice and, where appropriate, disseminate the advice to all Directors.
- The Board should understand the Group structure and operations and key developments affecting the Group and may receive periodic presentations to assist in achieving such an understanding.
Code Of Conduct
- The K-One Code of Conduct and Ethics is to be observed by all Directors, employees, consultants and any other person when they represent the Group.
Review Of Charter
- The Board Charter will be periodically reviewed and updated in accordance with the needs of the Group and any new regulations that may have an impact on the discharge of the Board’s responsibilities. The current Board Charter was updated on 26 May 2022.