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BOARD CHARTER

 

1. OBJECTIVE

The objectives of this Board Charter are to ensure that all Board members acting on behalf of the Company are aware of their fiduciary duties and responsibilities as members of the Board and the various legislations and regulations affecting their conduct and that the highest standards of Corporate Governance are applied in all their dealings in respect, and on behalf of the Company.


2. THE BOARD

The Board is firmly committed that accountability and transparency at every level of the organisation is essential in safeguarding assets, enhancing shareholders¡¯ value and maintaining strong financial performance.

(a) Board structure

The Group is headed by an effective Board with mixed knowledge, expertise and diverse academic background to effectively discharge its stewardship responsibilities in spearheading the Group¡¯s growth and future direction. The Board comprises six (6) members of which three (3) are Executive Directors, one (1) is Non-Independent Non-Executive Director and two (2) are Independent Non-Executive Directors.

The Board composition is appropriate in terms of its membership and size. The Board is of the view that the current mix of skills, experience and knowledge are well reflect the requirement in the paper packaging industry, and also professionals with diverse knowledge in the areas of accounting, legal and general management.

The Board is responsible for oversight of the Company. Key matters reserved for the board¡¯s approval include the following:

- Approval of financial results
- Dividend policy
- Issuance of new securities
- Annual business plan
- Annual financial budget
- Acquisition or disposal of material fixed assets
- Acquisition or disposal of group companies

To ensure the effective discharge of its function and responsibilities, the Board delegates some of the Board¡¯s authorities and discretion on the Executive Directors, representing the Management, as well as to properly constituted Board Committees.

(b) Board Committees

Board Committees are established to ensure that specific issues are discussed in depth by the Directors with the appropriate and relevant knowledge and insight.

The Board Committees are entrusted with specific responsibilities to oversee the Company¡¯s affairs, in accordance with their respective Terms of References.

The relevant Board Committees established are as follows:-

(i) Audit Committee
(ii) Nomination Committee
(iii) Remuneration Committee

The respective Committees¡¯ Terms of Reference are set out in the Appendices A, B and C.

(c) Evaluation of the Board

All newly appointed Directors must undergo an induction program, which aims at communicating to the newly appointed Directors, the Company¡¯s vision and mission, the philosophy and nature of the business, current issues within the Company, the corporate strategy and the expectations of the Company.

The Chairman must ensure that the Directors have assessed to the necessary training programs or materials that match up with the identified development areas.

The Board has to undertake an annual evaluation to access the effectiveness of the Board as a whole, the committees of the Board, and the contribution of each Director.

(d) Ensuring Effective Board Operations and Interactions

Board meetings

The Board meets quarterly to review its quarterly performances and discuss various issues. Additional meetings will be called when necessary.


General meetings

Annual General Meeting is the principal forum for dialogue with individual shareholders and investors, gathering views and answering questions on all issues relevant to the Group¡¯s business activities and prospects.

Dynamic interaction and open communication between the Board and Management

The Board delegates certain matters, such as day-to-day management of the Company to the Executive Directors and the Management Committee (¡°MC¡±). Such delegations are subject to strict approving authority limits. The MC comprises heads of departments within the Group.

The Executive Directors play a vital role in communicating the Board¡¯s expectation to the management. This is achieved, on a day to day basis, through his active participation in the operations of the business as well as attendance at various scheduled Management Committee meetings. The Executive Directors meet with the Departmental Managers weekly to discuss production, operational, sales and human resource issues and monitors the progress of these issues through daily interaction with the management team.


3. SHAREHOLDERS

The Board take responsibility to present a balanced, clear and meaningful report on the Group¡¯s financial positions and business prospects to its shareholders, investors and the regulatory authorities via timely release of quarterly reports, annual reports and regular announcements on material business matters.

The Company¡¯s website provides all relevant information on the Company and is accessible by the public. The Investor Relations section enhances the Investor Relations function by including analyst reports, all announcements made by the Company, annual reports as well as the corporate and governance structure of the Company.

The announcement of the quarterly financial results is also made via Bursa LINK immediately after the Board¡¯s approval. This is important in ensuring equal and fair access to information by the investing public.

The Annual Report is another main channel of communication between the Company and its stakeholders. The Annual Report communicates comprehensive information of the financial results and activities undertaken by the Group. As a listed issuer, the contents and disclosure requirements of the annual report are also governed by the Main Market Listing Requirements.

Another key avenue of communication with its shareholders is the Company¡¯s Annual General Meeting, which provides a useful forum for shareholders to engage directly with the Company¡¯s Directors. During the general meeting, shareholders are at liberty to raise questions or seek clarification on the agenda items of the general meeting from the Company¡¯s Directors.


4. COMPANY SECRETARY

The Company Secretaries are responsible for ensuring the Board procedures are followed, that the applicable rules and regulations for the conduct of the affairs of the Board are complied with and for all matters associated with the maintenance of the Board or otherwise required for its efficient operation. The Company Secretaries advise the Board on issues relating to corporate governance, compliance with laws, rules, procedures and regulatory requirements.

The Company Secretaries attend and ensure that all Board meetings are properly convened, and that accurate and proper records of the proceedings and resolutions passed are taken and maintained in the statutory register of the Company.

The Code of Ethics for Company Secretaries is adopted and the Board ensures that the Company Secretaries appointed have the relevant experiences and skills.
All the Directors are notified of the Board meetings within stipulated time prior to the meetings date. Board papers together with the agenda are circulated to all the Directors prior to Board Meetings. This is to ensure that the Directors are given sufficient time to read the Board papers before the Board Meetings and enable all Directors to discuss the issues to be raised at the meetings as well as discharge their duties appropriately.

All the Directors have direct access to the Senior Management and the services of the Company Secretary. In addition, the Directors may seek independent professional advice at the Company¡¯s expense on specific issues to enable it to discharge their duties in relation to matters being deliberated.

 

**Please download the following attchemnt for full statement:

ORNA-Board Charter 2013.doc

 
Copyright ?2003 Ornapaper Berhad (573695-W)