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ANNOUNCEMENTS TO
BURSA MALAYSIA
  • Monday, 29 April 2019

    General Meetings: Notice of Meeting

  • Monday, 29 April 2019

    Annual Report & CG Report - 2018

  • Wednesday, 03 April 2019

    Others

Board of Directors

Ir. Edwin Lim Beng Fook co-founded K-One Technology Berhad in 2001. He was appointed as an Executive Director on 20 February 2001 and has been the Executive Chairman since its inception in 2001.

He holds a Bachelor of Science (Hons) in Engineering with Business Studies from Sheffield Hallam University, United Kingdom and a Master of Science in Mechanical Engineering from the University of Alberta, Canada. He is a professional engineer registered with the Board of Engineers, Malaysia and a corporate member of the Institution of Engineers, Malaysia. He is also a Chartered Engineer registered with the Institution of Engineering & Technology, United Kingdom.

He is a member of the Remuneration Committee.

Ir. Edwin Lim Beng Fook was awarded the Entrepreneur of the Year Award by the Malaysia-Canada Business Council in 2004 and the Alumni Award of Excellence by the University of Alberta in 2005. He was also the winner of the EY Entrepreneur of the Year Malaysia 2016 (Technology Category) organized by Ernst & Young.

His career spans almost 20 years with three multinationals, namely; Mobil Oil (Malaysia) Sdn Bhd, Renold (Malaysia) Sdn Bhd and AMP Products (Malaysia) Sdn Bhd (now known as TE Connectivity). His global experience in the electronics industry stems from him leading AMP as its Country General Manager in 1992, building up the Malaysian operation from a sales outfit to establishing from greenfield AMP's manufacturing facility and Research & Development Centre. In addition to his Country General Manager's role, he also held the dual role of being the Director, Automotive Industry responsible for the ASEAN region for a period of time.

His directorships in other companies in the K-One Group are EMB Technology Sdn Bhd, K-One Industry Sdn Bhd, BIG'ant (M) Sdn Bhd, K-One Resources Sdn Bhd, K-One Manufacturing Sdn Bhd, K-One Electronics Sdn. Bhd. and K-One Venture Sdn. Bhd.

Ir. Edwin Lim Beng Fook
Executive Chairman
K-One Technology Berhad
Board of Directors Panel
  • Bod 1

    Dato' Martin
    Lim Soon Seng

    Chief Executive Officer

    Dato' Martin Lim Soon Seng, a co-founder was appointed as the Chief Executive Officer in December 2001 and Executive Director of K-One Technology Berhad on 29 July 2002.

    Bod 1
    Bod 1

    Bjørn Bråten

    Non-Independent Non-Executive Director

    Bjørn Bråten co-founded K-One Technology Berhad in 2001 and was appointed as an Executive Director on 20 February 2001. He became a Non-Independent Non- Executive Director on 19 December 2008.

    Bod 1
    Bod 1

    Dato' Martin
    Lim Soon Seng

    Chief Executive Officer

    Dato' Martin Lim Soon Seng, a co-founder was appointed as the Chief Executive Officer in December 2001 and Executive Director of K-One Technology Berhad on 29 July 2002.

    He holds both the Bachelor of Engineering (Hons) in Electronics Engineering and Master of Engineering in Electronics Engineering from the University of Hull, United Kingdom. He also holds a Master of Business Administration from the University of Coventry, United Kingdom. He is a registered Chartered Engineer of the Institution of Engineering & Technology, United Kingdom.

    He is a member of the Employees' Share Option Scheme Committee.

    He worked in the UK as an engineer in a precision plastic moulding company after graduation, followed by career progression as an engineer, manager and finally Chief Executive Officer of TFP Precision Industries Sdn Bhd (a local/European joint venture) spanning a period of about 14 years. He is adept with electro-mechanical product design, development and manufacturing of Bluetooth devices, RFID devices, mobile phone accessories, audio and imaging products. He has extensive business development experience in Europe and the US.

    His directorships in other companies in the K-One Group are EMB Technology Sdn Bhd, K-One Industry Sdn Bhd, K-One Resources Sdn Bhd, K-One Manufacturing Sdn Bhd, K-One Electronics Sdn. Bhd and K-One International Ltd.

    Bod 1
    Bod 1

    Bjørn Bråten

    Non-Independent Non-Executive Director

    Bjørn Bråten co-founded K-One Technology Berhad in 2001 and was appointed as an Executive Director on 20 February 2001. He became a Non-Independent Non-Executive Director on 19 December 2008.

    He has a Diploma in Engineering from the Telecom College, Norway and Bachelor of Economics and Master in Management from the Norwegian School of Management, Norway.

    He is a member of the Audit & Risk Management Committee and Nomination Committee.

    Bjørn has been involved in the communications industry for more than 20 years and has served in a variety of leadership roles including Director of Marketing, Vice President and President/CEO for various international companies. Bjørn has worked closely with senior executives on projects worldwide including establishing greenfield and joint venture operations globally.

    Bod 1
  • Bod 2

    Goh Chong Chuang

    Independent Non-Executive Director

    Goh Chong Chuang was appointed as an Independent Non-Executive Director of K-One Technology Berhad on 3 February 2005.

    Bod 2
    Bod 2

    Loi Kim Fah

    Independent Non-Executive Director

    Loi Kim Fah was appointed as an Independent Non-Executive Director of K-One Technology Berhad on 3 February 2005.

    Bod 2
    Bod 2

    Goh Chong Chuang

    Independent Non-Executive Director

    Goh Chong Chuang was appointed as an Independent Non-Executive Director of K-One Technology Berhad on 3 February 2005.

    He holds a Certificate in Electrical Engineering from City & Guild of London, United Kingdom, Certificate in Mechanical Engineering from Collier MacMillan School, Australia and Certificate Advance Manufacturing Co-Ordinator from Sanno Institute of Business Administration, Japan.

    He is the Chairman of the Nomination Committee and Remuneration Committee and a member of the Audit & Risk Management Committee.

    He started his career with Naito Electronics (M) Sdn Bhd, a Japanese semiconductor assembly plant in 1974. He had proven himself to be assigned to key positions as the Manufacturing Superintendent, Production Manager and finally Engineering Manager over a 14 year tenure. In 1988, he joined Alps Electric (Malaysia) Sdn Bhd, a Japanese multinational where he assumed the positions of Product Manager, Plant Manager, Deputy General Manager, Executive Director and finally Advisor over a period of 12 years until 2000, thereafter venturing out as an entrepreneur. He was the Chairman of the Federation of Malaysian Manufacturers (FMM) Negeri Sembilan branch, a position he held between 1998 to 2006.

    Bod 2
    Bod 2

    Loi Kim Fah

    Independent Non-Executive Director

    Loi Kim Fah was appointed as an Independent Non-Executive Director of K-One Technology Berhad on 3 February 2005.

    He holds a Bachelor of Accounting from the University of Malaya. He is a member of the Malaysian Institute of Certified Public Accountants, Malaysian Institute of Accountants and the Malaysian Institute of Taxation respectively. He is currently the principal of Loi & Co, an audit firm.

    He is the Chairman of the Audit & Risk Management Committee and a member of the Remuneration Committee and Nomination Committee.

    He has been in public practice since 1991 with initial engagements with international accounting firms prior to starting his own practice in 1996. Over the years, he has been involved in the audit of companies in various industries which include securities, banking, finance, construction, aquaculture and manufacturing. He has also been engaged in business advisory assignments in the like of merger and acquisition, internal control review, accounting system consultation, feasibility study, listing exercise and business planning.

    Bod 2
  • Bod 3

    Anita Chew Cheng Im

    Independent Non-Executive Director

    Anita Chew Cheng Im was appointed as an Independent Non-Executive Director of K-One Technology Berhad on 11 April 2016.  She is the member of the Audit & Risk Management Committee.


    Bod 3
    Bod 3

    Dato' Azlam Shah Alias

    Independent Non-Executive Director

    Dato’ Azlam Shah Alias was appointed as an Independent Non-Executive Director of K-One Technology Berhad on 2 February 2017.


    Bod 3
    Bod 3

    Anita Chew Cheng Im

    Independent Non-Executive Director

    Anita Chew Cheng Im was appointed as an Independent Non-Executive Director of K-One Technology Berhad on 11 April 2016.

    She holds a Bachelor of Economics, majoring in Accounting from Monash University, Australia.

    She started her career as an audit assistant at KPMG, Melbourne in 1990. She left KPMG in September 1991 to return to Malaysia. While in KPMG, she was engaged in the audit of the media, retail and mining industries.

    In 1992, she joined the Corporate Finance Department of Bumiputra Merchant Bankers Berhad (now known as Alliance Investment Bank Berhad after merging with Amanah Bank Berhad) and was with the investment bank for approximately 5 years. Subsequently, she held the position of Director, Corporate Finance at Alliance Investment Bank Berhad from 1997 to 2003. From 2003 to 2007, she worked at HwangDBS Investment Bank Berhad as the Senior Vice President, Equity Capital Market.

    She was mainly involved in corporate finance and related matters during her 15 year tenure in the various investment banks, having advised clients on numerous IPOs, fund raising and corporate and debt restructuring exercises.

    She is currently an Independent Non-Executive Director of Notion Vtec Berhad, MK Land Holdings Berhad and Yi-Lai Berhad.

    Bod 3
    Bod 3

    Dato' Azlam Shah Alias

    Independent Non-Executive Director

    Dato’ Azlam Shah Alias was appointed as an Independent Non-Executive Director of K-One Technology Berhad on 2 February 2017.  He is the member of the Audit & Risk Management Committee.

    He holds a Diploma in Business Studies from Mara Institute of Technology and a Bachelor of Business Administration, majoring in Finance from Eastern Michigan University, United States of America.

    Upon his return from the USA, he embarked on a career journey in 1987 as a Retail Development Representative with Mobil Oil Malaysia Sdn Bhd and later in 1992, moved on as a Retail Development Senior Associate with Esso Malaysia Berhad handling site research on petrol and service stations, retail acquisitions, retail management and divestment portfolios. Subsequently, in 1999, he was posted to ExxonMobil Asia Pacific Private Limited based in Singapore as the Regional Real Estate Sourcing Manager, responsible for managing the outsourcing of Asia Pacific real estates and its rationalization during the merger years of Exxon and Mobil.

    In 2001, he returned to Malaysia to join Tesco Malaysia as its Regional Property Director. As part of Tesco’s business expansion strategy in Malaysia, Dato’ Azlam Shah Alias was tasked to lead the Government and Corporate Affairs functions in 2002, to help deliver business expansion plans by developing local supply networks, hypermarkets and superstores and a sustainable distributive network. His portfolio included stakeholder and media engagement while implementing business social responsibility initiatives.

    He has been a key member of Tesco Malaysia’s Leadership Board, Legal Compliance and Risk Management and Property Acquisition Committees together with various other internal and external functions.

    Dato’ Azlam Shah Alias currently serves as an independent director reporting to the Chief Executive Officer and also the Chairman of Tesco Halal Council. He continues with active involvement in industry advocacy work representing Malaysian International Chambers of Commerce and Industry (MICCI), British-Malaysia Chambers of Commerce and Malaysian Retailers Association (MRA) in various dialogues with the authorities. He was previously on the Boards of European Union-Malaysia Chambers of Commerce and Industry (EU-MCCI) and MRA.

    Bod 3

    Corporate Governance

    The Board of Directors of K-One Technology Bhd has adopted the principles and best practices prescribed in the Malaysian Code on Corporate Governance 2012 in managing and directing the Board matters and business of the Group. The Board believes that good corporate governance would result in sustainable growth, stronger safeguard of the interests of all stakeholders, enhancement of shareholders' value and last but not least, provide improved transparency on the Group's financial performance.

    • Board Charter


      OBJECTIVE

        1. 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").
        2. The Board is tasked to:
          1. 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.
          2. formulate policies and strategies, including overseeing and monitoring Management's performance in implementing them.

      THE ARTICLES OF ASSOCIATION OF THE COMPANY

        1. 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

        1. 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.
        2. 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

        1. The Board shall strive to achieve an optimum balance and dynamic mix of competencies and diverse skill sets amongst its Board members.
        2. The Board comprises of:
          1. the Chairman;
          2. the Chief Executive Officer;
          3. One (1) Non-Independent Non-Executive Director; and
          4. Four (4) Independent Non-Executive Directors
        3. 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.
        4. 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

        1. The Board is responsible for setting the strategic direction of K-One and monitoring the implementation of the defined strategies by the Management, including:
          1. oversight of the Group, including its control and accountability systems;
          2. appointing and removing the Chief Executive Officer;
          3. appointing and removing the Company Secretary;
          4. Board and senior Management development and succession planning;
          5. initiate a Board self-evaluation program and follow-up action to deal with issues arising and arrange for Directors to attend courses, seminars and participate in development programs as the Board judges appropriate;
          6. input into and final approval of corporate strategy;
          7. input into and final approval of the annual operating budgets (including the capital expenditure and management budgets);
          8. approving and monitoring the progress of major capital expenditure, capital management and acquisitions/divestitures;
          9. monitoring compliance with all relevant legal, tax and regulatory obligations;
          10. reviewing and monitoring systems of risk management and internal compliance and controls, codes of conduct, continuous disclosure, legal compliance and other significant corporate policies;
          11. at least annually, reviewing the effectiveness of K-One's implementation of its risk management system and internal control framework;
          12. monitoring senior Management's performance and implementation of strategies and policies, including assessing whether appropriate resources are available;
          13. approving and monitoring financial and other reporting to the market, shareholders, employees and other stakeholders; and
          14. appointment, re-appointment or replacement of the external auditor.
        2. In discharging his/her duties, each Director must:
          1. exercise care and diligence;
          2. act in good faith in the best interests of K-One;
          3. not improperly use his/her position or misuse information of K-One; and
          4. commit the time necessary to discharge effectively his/her role as a Director.
        3. All Directors are entitled to be heard at all Meetings and should bring an independent judgement to bear in decision-making.
        4. At least once each year, the Directors will review the Board's performance in the previous 12 months.

      BOARD COMMITTEES

        1. To assist the Board in fulfilling its duties and responsibilities, it has established three Board Committees, namely:
          1. Audit Committee;
          2. Nomination Committee; and
          3. Remuneration Committee.
        2. Each Committee has a formal Charter and has been granted certain delegations

      CHAIRMAN

        1. The Chairman is responsible for:
          1. leadership of the Board;
          2. overseeing the Board in the effective discharge of its supervisory role;
          3. the efficient organisation and conduct of the Board's function and Meetings;
          4. facilitating the effective contribution of all Directors;
          5. briefing of all Directors in relation to issues arising at Meetings;
          6. the promotion of constructive and respectful relations between Board Members and between the Board and Management;
          7. committing the time necessary to discharge effectively his role as Chairman;
          8. scheduling regular and effective evaluations of the Board's performance; and
          9. 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

        1. The Chief Executive Officer is responsible for:
          1. the efficient and effective day-to-day management of the Group with all powers, discretions and delegations authorised by the Board;
          2. establishing and implementing the strategic direction of the Group as approved by the Board;
          3. recruiting, mentoring, coaching, and guiding the senior Management team of the Group to ensure optimal performance as well as implementation of strong succession planning;
          4. making recommendations to the Board relating to the business and operations of the Group; and
          5. identifying and ensuring all material matters affecting the Group are brought to the attention of the Board.
        2. 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

        1. 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.
        2. The Board does not believe it is possible to draft a list of criteria which are appropriate to characterise, in all circumstances, whether a Non-Executive Director is independent. It is the approach and attitude of each Non-Executive Director which is critical and this must be considered in relation to each Director while taking into account all other relevant factors, which may include whether the Non-Executive Director:
          1. is a substantial shareholder of K-One, or an officer of, or otherwise associated directly with, a substantial shareholder of K-One;
          2. has, within the last three years, been employed in an executive capacity by the Group;
          3. 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;
          4. 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;
          5. has any material contractual relationship with the Group other than as a Director; or
          6. is 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.
        3. The materiality thresholds taken into account when considering the independence of Non-Executive Directors are:
          1. for Directors:
            1. relationship that accounts for more than 10% of the Director's gross income (other than Director's fees paid by the Group); and
            2. 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.
          2. for K-One:
            1. in respect of advisers or consultants - where fees paid exceed RM500,000 per annum;
            2. 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
            3. in respect of customers - where goods or services supplied by the Group exceeds 2% of K-One's annual consolidated gross revenue.
        4. Family ties and cross-directorships may also be relevant in considering interests and relationships which may compromise independence and should be disclosed by Directors to the Board.
        5. 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.
        6. 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.
        7. Should the Chairman have any concern about his/her own independence, he/she must immediately raise the issue with the Board.
        8. 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.
        9. Directors are to inform the Chairman prior to accepting any new appointment to any entity's board.
        10. Where the independent status of a Director is lost, this is to be disclosed to the Exchange.

      BOARD MEETING

        1. 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.
        2. 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.
        3. 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.
        4. 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.

      ACCESS TO INFORMATION, INDEPENDENT ADVICE AND CONTINUING DEVELOPMENT

        1. The Management must provide the Board and 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/Committee Papers.
        2. 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.
        3. 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.
        4. 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

        1. 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

      1. 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 February 2018.
       
    • Board Diversity Policy


      OBJECTIVE

      1. The objective of this policy is to enhance the effectiveness of the Board and standard of corporate governance by embracing diversity in the boardroom.

      PRINCIPLE

      1. The Board sees diversity as an important advantage in the planning and deployment of its business strategy. Accordingly, the Board would not discriminate any board member and potential candidate on the grounds of race, age, gender, nationality, religion, sexual orientation and family status.

      BOARD APPOINTMENT

      1. Board appointments had and will continue to be made based on merit. Candidates will be considered based on a set of objective criteria, such as experience, talent, qualification and other credentials.
      2. In carrying out the responsibility for identifying suitably qualified candidates to become board members, the Nomination Committee shall give adequate consideration to this Policy and balance the Group's business model and specific needs from time to time.

      REVIEW AND DISCLOSURE

      1. This Policy will be reviewed annually to ensure its continued effectiveness. The Board will disclose details of this Policy and its deliberation when there is change of board composition in its Corporate Governance Statement set out in its Annual Report.
    • Code of Conduct & Ethics


      The foundation for success of K-One Technology Berhad (K-One) is based upon the following:

      • Integrity and honesty;
      • Openness and respect for others;
      • Execution and accountability;
      • Passion for customers, partners and technology; and
      • Commitment to personal excellence and self-improvement

      K-One affirms to conduct its business with professional ethics and integrity. We are committed to operate in the best interest of our Customers, Employees, Suppliers, Communities and in the long term interests of our Group. Towards this end, K-One has voluntarily adopted the Electronic Industry Citizenship Coalition (EICC) Code of Conduct. The K-One Code of Conduct and Ethics' policies and procedures address the following:

      1. Labour Standard – upholding the human rights of workers and treating them with dignity and respect.

      2. Health and Safety Standards – providing a safe and healthy work environment.

      3. Environmental Standard – maintaining an Environmental Management System in accordance with ISO 14001 Environmental Management Systems.

      4. Ethical Standard – meeting corporate social responsibilities, protecting personal identity, following fair business practices, respecting intellectual property rights and promoting business integrity.

      5. Quality Standard – maintaining an ISO 9001 Quality Management System which provides quality products and services that consistently meet or exceed the requirements of our customers.

      6. Supplier Management Practices – encouraging our Supply Chain to adopt the Electronic Industry Citizenship Coalition (EICC) Code of Conduct principles and policies.

      7. Conflict of Interest – ensuring Directors and employees are not engaged in business activities directly or indirectly that compete or are in conflict with the interest of the Group, amongst other conflict of interest situation.

       

    • Terms of Reference of Nomination Committee


      In line with the best practice of Corporate Governance, the Nomination Committee is governed by the following terms of reference:-

      1. Objectives

      The Board of Directors (the “Board”) established the Nomination Committee on 24 February 2006 and is delegated with the following specific tasks:

      1. To recommend to the Board, candidates for directorships to be filled;
      2. To consider, in making its recommendations, candidates for directorships proposed by the Executive Directors and within the bounds of practicality, by any other senior executive or any Director or shareholder;
      3. To recommend to the Board, Directors to fill the seats of Board Committees;
      4. To annually review the required mix of skills, experience and other qualities, including core competencies which Executive Directors should bring to the Board; and
      5. To assess Directors on an on-going basis, the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director, including Independent Non-Executive Directors, as well as the Chief Executive Officer. All assessments and evalutions carried out by the Nomination Committee in the discharge of all its functions shall be documented.

      2. Composition

      The members of the Nomination Committee shall be appointed by the Board and a majority of the members shall be Independent Non-Executive Directors. The Nomination Committee shall comprise of at least three (3) members.

      The Board shall appoint the Chairman of the Nomination Committee (“Nomination Committee Chairman”) who should be an Independent Non-Executive Director.

      In the absence of the Nomination Committee Chairman, the remaining members present shall elect one of themselves to chair the meeting. The Chairman of the Board shall not chair the Nomination Committee when it is dealing with the matter of succession to the chairmanship.

      If a regular member is unable to act due to absence, illness or any other causes, the Board may appoint another Director of the Company to serve as an alternate member, having due regard to maintaining the required majority of independent members.

      3. Attendance and Frequency of Meeting

      The Nomination Committee shall meet at least once in each financial year although additional meetings may be called at any time at the discretion of the Nomination Committee Chairman.

      The quorum for a meeting shall be two (2) members, both of whom must be Independent Non-Executive Directors. A duly convened meeting 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 Committee.

      The Nomination Committee may request other Directors, Management and consultants as applicable to participate in the meetings, as necessary, to carry out the Nomination Committee’s responsibilities, provided, however, that no Director shall be entitled to vote at such meetings or be counted as part of the quorum for any meeting of the Nomination Committee unless he or she is a member of the Nomination Committee.

      4. Procedures of Meetings

      1. The Nomination Committee Chairman shall preside at all meetings. In his absence, the Nomination Committee members present shall elect among themselves an Independent Director to be the Chairman of the meeting.
      2. The Nomination Committee may call for a meeting with a minimum seven (7) days’ notice. Nevertheless, a shorter notice is permitted subject to agreement by all Nomination Committee members.
      3. The Company Secretary shall be the Secretary of the Nomination Committee and shall be responsible, in conjunction with the Nomination Committee Chairman, for drawing up the agenda and circulating it to the Nomination Committee members prior to each meeting.
      4. All decisions are determined by a majority of votes. In case of equality of votes, the resolution shall be deemed not to have been passed, whereupon the question in issue shall be tabled at the next meeting of the Nomination Committee or referred to the Board of Directors depending on whichever is more appropriate.
      5. A Nomination Committee member may participate in a Nomination Committee meeting 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.
      6. A resolution in writing signed by a majority of the Nomination Committee members and constituting a quorum shall be effective as a resolution passed at a meeting of the Nomination Committee.

      5. Minutes of Meetings

      1. The Company Secretary shall minute the proceedings and resolutions of all meetings, including the names of those present and in attendance.
      2. Draft minutes of Nomination Committee meetings shall be circulated promptly to all members of the Nomination Committee. Once approved, minutes should be circulated to all other members of the Board unless in the opinion of the Nomination Committee Chairman it would be inappropriate to do so.

      6. Authority

      1. The Board has constituted the Nomination Committee with the authorities necessary to perform the duties set out in these terms of reference.
      2. The Nomination Committee, within the scope of its assigned duties, is authorised to seek any information it requires from employees, company officials and external parties.
      3. The Nomination Committee may engage advisers or otherwise obtain such independent legal or other professional services, as it requires, at the expense of the Company, with prior consent of the Board.
      4. The Board will provide the Nomination Committee with sufficient resources to undertake its duties, including access to the company secretariat.

      7. Functions

      The functions of the Nomination Committee shall include the following:-

      1. Board/Board Committee Composition
        1. Reviewing regularly the structure, size and composition of the Board (including the balance of skills, experience, independence and knowledge of the Non-Executive Directors) and making recommendations to the Board with regard to any changes.
        2. Making recommendations to the Board on the composition of the Audit, Nomination and Remuneration Committees.
      2. Board Appointment and Commitments
        1. Identifying , assessing and recommending to the Board, candidates for appointment as Executive or Non-Executive Directors of the Company (including appointments as Chairman and Chief Executive Officer), giving full consideration to succession planning and the leadership needs of the Group;
        2. Reviewing proposals for changes in responsibilities of Board members;
        3. Making recommendations to the Board concerning any matter relating to the continuation in office of any Director at any time;
        4. Making recommendations to the Board as to the appropriate processes for the appointment of Board members; and
        5. Making recommendations to the Board as to the policy on the terms of appointment of Non-Executive Directors.
      3. Succession Planning
        1. Reviewing annually succession plan of the Board.
      4. Board Evaluation
        1. Considering and setting criteria for the performance review of each Non-Executive Director;
        2. Ensuring that an annual performance evaluation is undertaken on the effectiveness of the Board, each committee of the Board and the contribution of each Director;
        3. Reviewing the results of the board evaluation processes that relate to the Board composition; and
        4. Reporting the conclusions and recommendations of annual board evaluation and individual performance evaluations to the Board.

      8. Reporting Responsibilities

      The Committee Chairman shall report the outcome of the Nomination Committee meetings to the Board and seek for approval or decision, if required.

      These terms of reference was reviewed and approved by the Nomination Committee and Board on 21 February 2017.

       

    • Terms of Reference of Remuneration Committee


      In line with the best practice of Corporate Governance, the Remuneration Committee is governed by the following terms of reference:-

      1. Objectives

      The Board of Directors (“the Board”) established the Remuneration Committee on 24 February 2006 and is delegated with the following specific tasks:-
      1. To establish policies on the remuneration of Executive Directors;
      2. To recommend to the Board the remuneration of Executive Directors in all its form, drawing from outside advice as necessary;

      2. Composition

      1. The Board shall appoint a Remuneration Committee Chairman who shall be an Independent Non-Executive Director. In the absence of the Remuneration Committee Chairman, the remaining members present shall elect one among themselves to chair the meeting who would qualify under these terms of reference to be appointed to that position by the Board. The Chairman of the Board shall not be the Remuneration Committee Chairman.
      2. The Remuneration Committee shall comprise of at least three (3) members. A majority of the members of the Remuneration Committee members shall be Independent Non-Executive Directors.
      3. The members of the Remuneration Committee shall be appointed by the Board, on the recommendation of the Nomination Committee.

      3. Attendance and Frequency of Meeting

      1. A member of the Remuneration Committee shall excuse himself/herself from the meeting during discussions or deliberations of any matter which gives rise to an actual or perceived conflict of interest situation for him/her. Where this causes a lack of quorum, the Remuneration Committee shall appoint another candidate(s) who meets the membership criteria.
      2. The Remuneration Committee may invite any persons to attend meetings to assist in its deliberations, however, they shall not be entitled to vote during meetings or be counted as part of the meeting quorum.
      3. The quorum for a meeting shall be two (2) members.
      4. The Remuneration Committee shall meet at least once in each financial year although additional meetings may be called at any time at the discretion of the Remuneration Committee Chairman.

      4. Procedures of Meetings

      1. The Remuneration Committee Chairman shall preside at all meetings.
      2. The Remuneration Committee may call for a meeting with a minimum seven (7) days’ notice. Nevertheless, a shorter notice is permitted subject to agreement by all Remuneration Committee members.
      3. The Company Secretary shall be the Secretary of the Remuneration Committee and shall be responsible, in conjunction with the Remuneration Committee Chairman, for drawing up the agenda and circulating it to members prior to each meeting.
      4. All decisions are determined by a majority of votes. In case of equality of votes, the Remuneration Committee Chairman shall have a casting vote.
      5. A resolution in writing signed by a majority of the Remuneration Committee members and constituting a quorum shall be effective as a resolution passed at a meeting of the Remuneration Committee.

      5. Minutes of Meetings

      1. The Company Secretary shall minute the proceedings and resolutions of all meetings, including the names of those present and in attendance.
      2. Draft minutes of Remuneration Committee meetings shall be circulated promptly to all members of the Remuneration Committee. Once approved, minutes should be circulated to all other members of the Board unless in the opinion of the Remuneration Committee Chairman it would be inappropriate to do so.

      6. Authority

      1. The Board has constituted the Remuneration Committee with the authorities necessary to perform the duties set out under these terms of reference.
      2. The Remuneration Committee has full and unrestricted access to all information and documents it requires for the purpose of carrying out its duties and responsibilities.
      3. The Remuneration Committee may engage advisers or otherwise obtain such independent legal or other professional services, as it requires, at the expense of the Company, with prior consent of the Board.

      7. Functions

      The functions of the Remuneration Committee shall include the following:-

      1. Assisting the Board in determining the policy and structure for the remuneration of the Executive Chairman, CEO and Executive Directors;
      2. Reviewing and recommending to the Board for approval, the Executive Chairman’s/CEO’s/Executive Director’s individual remuneration packages and benefits including pension, share based remuneration (including option schemes), service contracts and compensation payment as well as other terms of employment. The Remuneration Committee must ensure that this is linked to, inter alia, the individual’s, Company’s, and Group’s annual performance, relative shareholder return and the value of similar incentive awards at comparable companies.
      3. Reviewing and recommending compensation commitments/severance payments for the Executive Chairman/CEO/Executive Directors in the event of early termination of the employment/service contracts.

      8. Reporting Responsibilities

      The Remuneration Committee Chairman shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

      These terms of reference was reviewed and approved by the Remuneration Committee Committee and Board on 21 February 2017.

    • AUDIT COMMITTEE : Terms of Reference


      In line with the best practice of Corporate Governance, the Audit Committee is governed by the following terms of reference:-

      1. Composition

      The Board of Directors (the “Board”) established the Audit Committee on 3 February 2005.

      The Audit Committee shall be appointed by the Board from amongst its Directors, on the recommendation of the Nomination Committee and in consultation with the Chairman of the Audit Committee (“Audit Committee Chairman”).

      The Audit Committee shall comprise of at least three (3) members. All the Audit Committee members must be Non-Executive Directors, with a majority of them being Independent Directors. No Alternate Director shall be appointed as a member of the Audit Committee.

      The Audit Committee Chairman, who shall be elected by the Audit Committee, shall be an Independent Director.

      All the Audit Committee members should be financially literate and at least one (1) member of the Audit Committee:

      1. Must be a member of the Malaysian Institute of Accountants (“MIA”); or
      2. If he/she is not a member of MIA:
        1. He/she must have at least three (3) years’ working experience; and:
          1. He/she must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act, 1967; or
          2. He/she must be a member of one (1) of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act, 1967; or
        2. He/she must have a degree/masters/doctorate in accounting or finance and at least three (3) years’ post qualification experience in accounting or finance; or
        3. He/she must have at least seven years’ experience as a chief financial officer of a corporation or having the function of being primarily responsible for the management of the financial affairs of a corporation; or
        4. He/she fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.

      The Nomination Committee must review the terms of office and performance of the Audit Committee and each of its members every year to determine whether the said Audit Committee and its members have carried out their duties in accordance with their terms of reference.

      In the event of any vacancy with the result that the number of members is reduced to below three (3), the vacancy shall be filled within three (3) months. Therefore, any member of the Audit Committee who wishes to retire or resign shall provide sufficient written notice to the Company so that a replacement may be appointed before he/she leaves.

      2. Attendance and Frequency of Meeting

      1. The Audit Committee shall meet at least four (4) times in each financial year although additional meetings may be called at any time at the discretion of the Audit Committee Chairman.
      2. The quorum for a meeting shall be two (2) members of the Audit Committee.
      3. The majority of members present at the meeting shall be Independent Directors. The Head of Finance, the Head of Internal Audit and a representative of the External Auditors shall normally attend the meetings. Other Board members may attend such meetings upon the invitation of the Audit Committee. The Audit Committee may choose to meet with the External Auditors without the presence of any Executive Board member if it sees fit and necessary.

      3. Procedures of Meetings

      1. The Audit Committee Chairman shall preside at all meetings. In his absence, the Audit Committee members present shall elect among themselves an Independent Director to be the Chairman of the meeting.
      2. The Audit Committee may call for a meeting as and when required with reasonable notice as the Audit Committee deem fit.
      3. The Company Secretary shall be the Secretary of the Audit Committee and shall be responsible, in conjunction with the Audit Committee Chairman, for drawing up the agenda and circulating it to the members prior to each meeting.
      4. All decisions are determined by a majority of votes. In case of equality of votes, the Audit Committee Chairman shall have a casting vote.
      5. A resolution in writing signed by a majority of the Audit Committee members and constituting a quorum shall be effective as a resolution passed at a meeting of the Audit Committee.

      4. Minutes of Meetings

      1. The Company Secretary shall be responsible for keeping the minutes of meetings of the Audit Committee and circulating them to the Audit Committee members. The Audit Committee members may inspect the minutes of the Audit Committee at the Registered Office or such other place as may be determined by the Audit Committee.

      5. Authority

      The Audit Committee shall:-

      1. Have the authority to investigate any matter within its terms of reference.
      2. Have the resources which are required to perform its duties.
      3. Have full and unrestricted access to any information pertaining to the Company.
      4. Have direct communication channels with the External Auditors and person(s) carrying out the internal audit function or activity.
      5. Be able to obtain independent, professional or other advice.
      6. Be able to convene meetings with the External Auditors, the Internal Auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary.

      6. Functions

      The Audit Committee provides by way of regular meetings, a line of communication relating to the Group’s management of internal controls, risk management, accounting policies and financial reporting between the Board and the Group’s Internal and External Auditors.

      The functions of the Audit Committee shall include the following:-

      1. Reviewing with the External Auditors on the following and report the same to the Board:
        1. audit plan, its scope and nature;
        2. audit report;
        3. results of their evaluation of accounting policies and system of internal controls within the Group;
        4. management letter and management’s response; and
        5. major audit findings arising from interim and final external audits, audit report and assistance given by the Group’s officers to the External Auditors.
      2. Performing the following in relation to the internal audit function:-
        1. review adequacy of scope, functions, competency and resources and setting of performance standards of the internal audit function;
        2. review internal audit, processes, results of internal audit or investigation undertaken and whether or not appropriate action has been taken on the recommendations of the internal audit function;
        3. review major findings of internal audit investigations and management’s response and ensure that appropriate actions are taken on the recommendations of the internal audit function;
        4. review any appraisal or assessment of the performance of members of the internal audit function; and
        5. review and approve any appointment or termination of senior staff members of the internal audit function and take cognisance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.
      3. Reviewing with Management, External Auditors and Internal Auditors of the Company’s general policies and procedures to reasonably assure the adequacy of internal accounting and financial reporting controls.
      4. Reviewing risk management development under the internal audit function.
      5. Reviewing with Management:
        1. the audit reports and the implementation of audit recommendation; and
        2. interim financial information.
      6. Reviewing related party transactions (if any) entered into by the Company or the Group to be undertaken on an arm’s length basis and normal commercial terms and on terms not more favourable to the related parties than those generally available to the public and to ensure that the Directors report such transactions annually to shareholders via the Annual Report and to review conflict of interest situations that may arise within the Company or the Group including any transaction, procedure or course of conduct that raises questions of management integrity.
      7. Reviewing quarterly results and annual financial statements prior to approval by the Board, focusing on:-
        1. changes in or implementation of major accounting policies;
        2. significant and unusual events;
        3. the going concern assumption; and
        4. compliance with accounting standards and other legal requirements.
      8. Reviewing and reporting to the Board any letter of resignation from the External Auditors of the Group as well as whether there is any reason (supported by grounds) to believe that the Group’s External Auditors are not suitable for re-appointment.
      9. Making recommendations concerning the appointment of External Auditors and their remuneration to the Board.
      10. Verifying the allocation of options for compliance with the criteria pursuant to the Employees’ Share Option Scheme of the Company.
      11. Promptly reporting to Bursa Malaysia Securities Berhad on any matter reported by the Audit Committee to the Board which has not been satisfactorily resolved resulting in a breach of the Listing Requirements.

      7. Reporting Responsibilities

      The Audit Committee Chairman shall formally report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities as well as how it has discharged its responsibilities. This report shall include:-

      1. the significant issues that it considered in relation to the financial statements and how these were addressed;
      2. its assessment of the effectiveness of the external audit process and its recommendation on the appointment or reappointment of the External Auditor; and
      3. any other issues on which the Board has requested the Audit Committee’s opinion.

      These terms of reference were reviewed and approved by the Audit Committee and the Board on 21 February 2017.

    • Whistle Blowing Policy


      The Board is committed to maintain and achieve a high standard of corporate integrity and ethics.
      Towards this end, the Board has defined and provided this whistle blowing policy and procedure to guide the staff and stakeholders to whistle blow any unethical wrongdoings. At the same time, the Board aims to assure protection to the whistle-blower(s).

      UNETHICAL WRONGDOINGS

      1. The following unethical wrongdoings committed by any staff in the conduct of business shall be reported:
        1. Fraud;
        2. Corruption, bribery or blackmail;
        3. Breach of legal or regulatory obligations and common code of ethics;
        4. Conflict of interest;
        5. Sexual harassment;
        6. Misuse of confidential information and property of the Group;
        7. Criminal offences; and
        8. Concealment of any or a combination of the above.

        PRINCIPLES

      2. The general principles governing this whistle blowing policy are as follows:
        1. All reports or complaints would be treated with strictest confidence;
        2. The identity of the whistle-blower(s) will remain anonymous during the investigation;
        3. The whistle-blower(s) will be informed of the investigators handling the matter and its status;
        4. Whistle-blower(s) are protected against any detrimental action in reprisal for whistle blowing unethical conducts. However, this protection would not be extended to someone who maliciously raises matter he/she knows is untrue; and
        5. The Board reserves its right to amend this policy as and when needed.

        WHISTLE BLOWING CHANNEL

      3. Whistle-blower(s) who believe reasonably and in good faith that violation or malpractice of unethical wrongdoings exist should report the wrong doing to the Board Chairman or the Audit Committee Chairman by emailing to corp@k-one.com or post to 66 & 68, Jalan SS 22/21, Damansara Jaya, 47400 Petaling Jaya, Selangor, Malaysia.
      4. Whistle-blower(s) are required to identify himself or herself in order for the Board Chairman to accord the necessary protection to him or her. However, the Board reserves its right not to investigate any allegation communicated by anonymous whistle-blower(s).


        ACTION

      5. All alleged unethical wrongdoings will be investigated, except those from anonymous whistle-blower(s), wherein, the Board reserves the right not to investigate. The Internal Auditors shall review each claim and pursue it to the extent that the information and evidence received allows. The Internal Auditors shall begin preliminary investigations to establish whether the claim has merit and can be substantiated and reported to the Chairman of the Audit Committee for further action.
      6. The Board Chairman or the Audit Committee Chairman may seek assistance from other resources within and outside the Group when conducting its investigation at the cost of the Group.
      7. Upon completion of investigation, the Board Chairman or the Audit Committee Chairman shall decide the appropriate actions for:
        1. Informing the whistle-blower(s) the status of the findings;
        2. Initiating disciplinary action against any persons who has committed unethical conducts;
        3. Making a police report where the unethical conduct constitutes a criminal offence; and
        4. Recommending steps to be implemented to prevent a similar situation from repeating in the future.
      8. The Internal Auditors shall maintain a record of the alleged unethical wrongdoings received and on quarterly basis, prepare a summary report to be presented to the Audit Committee.
    • Management Succession


      OBJECTIVE

      1. Succession planning is a crucial element of business continuity planning. The key objective of succession planning is to ensure that:
        1. A transition plan is in place to mitigate the impact in the event of "loss" of key senior management/technical personnel through resignation or retirement or otherwise;
        2. Strategic corporate and/or technical knowledge is retained and transferred within the organization; and
        3. The operation of the Group continues to run with minimal interruption.

      BOARD'S RESPONSIBILITY

      1. It is the Board's responsibility to ensure that all candidates who are appointed to senior management or technical positions are capable enough and to satisfy themselves that there are programmes in place to provide orderly succession.
      2. Annually, the Board shall work with the Nomination Committee in reviewing the succession plan established by the Management to ensure that the objective of succession planning is achieved. In this respect, when reviewing/appraising the executive directors' performance, the Nomination Committee shall consider the management succession plan as part of its review of the performance of the top executives.
      3. When deliberating the management succession, the Board, in consultation with the Executive Directors and Nomination Committee, shall:
        1. Determine the critical positions, the employees' age profile and years of service and the expected vacancies;
        2. Identify the current and future competencies and the gaps in the current employees' competency levels;
        3. Identify from the pool of internal staff suitable candidates and develop individual development plans which include coaching and mentoring for these high potential employees;
        4. When the internal pool of candidates is insufficient, the Board shall activate plans to track and/or hire from the industry;
        5. Determine the leadership transition period and ensure that the resignation notice period of critical positions provides sufficient time for smooth transition;
        6. Consider interim measures of stepping in when replacement for critical positions, be it key senior management or technical has yet been identified; and
        7. Assess the effectiveness of the approaches used in corporate communication to manage expectations and avoid misunderstanding with stakeholders.

      MANAGEMENT'S RESPONSIBILITY

      1. In order to support and assist the Board in reviewing and assessing the effectiveness of implementing succession planning, the Executive Directors shall:
        1. Ensure that succession planning is integrated with human resource planning and business planning;
        2. Align appraisal, training, learning and development, staffing, recruitment, remuneration, diversity and employment equality with the Group's corporate/management succession plan;
        3. Inculcate awareness about the importance of effective succession planning with the senior management;
        4. Implement an appraisal process to facilitate feedback from multiple perspectives and sources for a fairer and transparent evaluation and assessment of candidates and employees;
        5. Develop sufficient pools of talent for key areas and positions to aid selection; and
        6. Report the development and programme of management succession planning to the Nomination Committee and propose adjustments, policies and actions where needed.

    Previous Year's
    Annual Reports

    • Annual Report 2017
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    • Annual Report 2016
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    • Annual Report 2015
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    • Annual Report 2014
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    Annual Report

    2018