Board Charter

Objective


This charter is to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good Corporate Governance are applied in all dealings in respect, and on behalf of, the Company. The Board Charter will be periodically reviewed and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board's responsibilities.


  1. THE BOARD


    1.1 COMPOSITION

    The Board shall appoint an Audit Committee (from amongst its Directors) which shall consist of not less than three (3) members, all of whom should be Non-Executive Directors with a majority being Independent Directors. All members of the Committee should be fi nancially literate and at least one (1) member of the Committee must be a member of the Malaysian Institute of Accountants and if not, he/she must fulfill the criteria set out in the Listing Requirements of the Bursa Malaysia Securities Berhad.

    The Chairman of the Audit Committee shall be elected by the members of the Committee and he shall be an Independent Non-Executive Director, No alternate director of the Board shall be appointed as a member of the Committee.

    In the event of any vacancy in the Audit Committee resulting in the number of members becomes less than three (3), the Board shall fill the vacancy within three (3) months of such event.

    The Board shall review the terms of office and performance of the Committee and each of its members at least once in every three (3) years to determine whether such Committee and members have carried out their duties in accordance with the terms of reference.


    1.2 INDEPENDENCE OF DIRECTOR

    The Board, via the Nomination Committee undertakes an assessment of its Independent Directors annually to assess the independence of the Directors by taking into consideration of their background, economic, family relationship and disclosed interests and considers whether the Independent Directors can continue to bring independent and objective judgement to the Board's deliberation. The Directors will lose their independence status if they do not satisfy the independence criteria under the definition of independence in Paragraph 1.01 of the Listing Requirements.


    1.3 APPOINTMENT AND RE-ELECTION

    Board appointments are effected through the Nomination Committee, which is responsible for making recommendations to the Board on all new Board and Board Committee appointments based on a formalised transparent procedure. In making these recommendations, the Nomination Committee will consider the required mix of skills, experience and diversity, including gender, where appropriate.

    The Board recognizes the important of boardroom diversity. The Company's approach to ensure Board diversity include:-

    1. Recruiting from a diverse pool of candidates for the position of Director

    2. Reviewing succession plans to ensure an appropriate focus on diversity

    3. Engage professional consultants to assist in the hiring process by presenting diverse candidates to the Company for consideration.

    4. Developing programs to develop a broader pool of skilled and experienced board candidates.

    5. Promoting gender diversity by encouraging and supporting women's participating on the Board.


    1.4 NEW DIRECTORSHIP

    A director must not hold more than five (5) directorships in listed corporation. All Board members shall notify the Chairman of the Board or the Company Secretary before accepting any new directorship. The notification shall include an indication of time that will be spent on the new appointment.

    The Chairman shall also notify the Board if he has any new directorship or significant commitments outside the Company.


  2. ROLE OF THE BOARD


    2.1 DUTIES & RESPONSIBILITIES

    1. Reviewing and adopting a strategic plan for the Group

    2. Overseeing the conduct of the Group's business

    3. Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures

    4. Succession planning

    5. Overseeing the development and implementation of a shareholder communications policy for the Group

    6. Reviewing the adequacy and the integrity of the management information and internal controls system of the Group


    2.2 MATTERS RESERVED FOR THE BOARD

    1. Responsibility for the overall direction of the Group

    2. Approval of the Group's long term objectives and strategy, policies and annual budgets

    3. Oversight of the Group's operations and management including the extension of Group's activities into new business areas and to cease to operate all or any material part of the Group's business.

    4. Review of performance in the light of the Group's strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.

    5. Changes relating to the Group's capital structure, corporate structure, management and control structure.

    6. Approval of major capital projects, investments or contracts.


    2.3 CHAIRMAN AND CHIEF EXECUTIVE OFFICER

    The role of the Chairman and the Chief Executive Officer ("CEO") of the Company is distinct and separate with individual responsibilities. The Chairman is responsible for the effective conduct of the Board discussions whilst the CEO is responsible for the running of the day to day operations of the Group. Each of them has clearly defined duties and balance of power and authority.

    The CEO and the Executive Directors have a wide range of business and management experience relevant to the direction of the Group. Balance in the Board is further enhanced by the strong presence of Independent Non-Executive Directors. The role of Independent Non-Executive Directors is particularly important in ensuring that the long term interests of shareholders, employees, customers, suppliers and the many communities in which the Group conducts business are being looked after. The Independent Non-Executive Directors, together with the Chairman, are actively involved in Board Meetings and meetings of various Board Committees and provide unbiased, independent views and judgment to the Board's deliberation and decision making process. The composition of the Board also ensures that no individual or group of individuals can dominate the Board's decision-making. The Chairman and the CEO ensure the tone of good governance at Board level and below.


    2.4 BOARD COMMITTEES

    The Board may from time to time establish Committees as it considers necessary or appropriate to assist it in carrying out its responsibilities.

    The Board delegates certain functions to the following Committees to assist in the execution of its responsibilities:-

    1. Audit Committee

    2. Nomination Committee

    3. Remuneration Committee

    The powers delegated to these Committees are set out in the Terms of Reference of each of the Committees as approved by the Board.

    The Board may also delegate specific functions to ad hoc committees as and when required.


    2.5 BOARD MEETINGS

    The Board meetings are scheduled in advance before the beginning of the new financial year to enable directors to plan ahead and to fit the year's meetings into their respective schedules. The Board has at least five (5) scheduled meetings per annum with additional meetings convened as and when necessary. During the financial year ended 30 June 2015, the Board conducted six (6) board meetings and each Board member fulfi lled the required attendance of board meetings as required under Paragraph 15.05 of the Listing Requirements"). Details of the attendance of each Director are found on page 155.

    At Board meetings, the Directors deliberate and resolve signifi cant, strategic, operational, fi nancial, corporate and regulatory matters affecting the Group. The Board's relationship with the Management is defi ned through the CEO who communicates the Board's expectations to the Management of the Group and reports back to the Board on the Group's operation.


    2.6 DIRECTORS' TRAINING & CONTINUING EDUCATION

    The Board also acknowledges the need to continuously enhance the skills and knowledge of its members and to keep abreast with the developments in the industry and economy in order to remain relevant and progressive. All the Directors have completed the Mandatory Accreditation Programme ("MAP") and the Continuing Education Programme ("CEP") as prescribed by Bursa Malaysia Securities Berhad.

    During the year, all the Directors attended the briefing namely Introduction to GST and they also had individually participated in the seminar namely Buzan Brain Smart Techniques for Thinking Organisation, Tax Information for Directors & Asia Pacifi c Biologics Market Overview, Corporate Directors Advanced Programme (CDAP) 2014 'Ethics in Business – Creating Sustainable Value', Enhancing Internal Audit Practice and KPMG Tax Summit 2014.

    The Board of Directors will continue to evaluate and determine its training needs to enable the Directors to effectively discharge duties and sustain active participation in the Board's deliberation.


  3. DIRECTORS' REMUNERATION


    The Board believes that remuneration should be sufficient to attract, retain and motivate Directors with the necessary caliber, expertise and experience to ensure success of the Company. In line with this philosophy, remuneration for the Executive Director is aligned to individual and corporate performance. For Non-Executive Directors, the fees are commensurate with the level of experience and responsibilities shouldered by the respective Directors.

    The Remuneration Committee recommends the policy framework and is responsible for assessing the compensation package for the Executive Directors. The Executive Directors concerned play no part in the decision of their own remuneration but may attend the committee meetings at the invitation of the Chairman of the Committee if their presence is required. The remuneration of the Executive Directors consists of salary, bonus and benefits-in-kind.

    Remuneration for Non-Executive Directors is determined by the Board as a whole, with individual Director abstaining from discussion of their own remuneration. The Board, subject to a maximum sum as authorised by the Company's shareholders, determines fees payable to Non-Executive Directors. Non-Executive Directors are also entitled to meeting allowances and reimbursement of expenses incurred in the course of their duties as Directors.

    Directors' remuneration is aggregated and categorised into appropriate component and the number of Directors whose remuneration falls into the successive bands of RM50,000.00, distinguishing between Executive and Non-Executive Directors, are shown on pages 89 and 90.


  4. COMPANY SECRETARY


    The Company Secretary plays an important advisory role and also in supporting the Board by ensuring adherence to relevant laws, rules, Board policies and procedures, as well as best practices of governance. The Company Secretary advises the Board on its duties and the appropriate requirements and procedures to be complied with including the management of its meetings. Therefore, the Board recognises that the Board must be supported by a suitably qualified and competent Company Secretary.


  5. ACCESS TO INFORMATION AND INDEPENDENT ADVICE


    In order for the Board to discharge its stewardship responsibilities efficiently, the Board has unrestricted access to information required, regular and ad-hoc reports are provided to all Directors to ensure that they are updated on key strategic, financial, operational, legal, regulatory, corporate and social responsibility matters in a timely manner to enable them to make meaningful decisions.

    Procedures have been established concerning the content, presentation and timely delivery of papers for each Board and Board Committee meeting as well as for matters arising from meetings to ensure Directors are well informed and have the opportunity to seek additional information, and are able to obtain further clarification, should such need arises. Where necessary, the services of other senior management or external consultants will be arranged to brief and help the Directors to clear any doubt or concern.

    The Directors have access to the Company Secretary. The Secretary advises the Board on its duties and the appropriate requirements and procedures to be complied with in relation thereto including the management of its meetings. The Secretary also advises both the Directors and Management on the new statutory enactments as well as applicable rules, regulatory and corporate developments and on the implementation of corporate governance measures and compliance within the Group. The Directors may take independent professional advice at the Group's expense, in furtherance of their duties.

    Board papers are circulated on a timely manner prior to each Board meeting to enable the Directors to obtain further information and explanation before the meeting. In addition, there is a schedule of matters reserved specifi cally for the Board's decision.


  6. INVESTOR RELATIONS AND SHAREHOLDERS COMMUNICATION


    The Company recognises the importance of being accountable to its investors and as such has maintained an active and constructive communication policy that enables the Board and Management to communicate effectively with its investors, stakeholders and the public generally. The various channels of communications are through the quarterly announcements on financial results to Bursa Malaysia Securities Berhad, relevant announcements and circulars, AGM and through its website www.glbhd.com where shareholders have access to the corporate information, financial information, share prices and principal activities.


  7. REVIEW OF THE BOARD CHARTER


    The Board Charter has been adopted by the Board on 26 August 2013. The Board Charter will be periodically reviewed and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board's responsibilities.