The Board of Directors (The Board) of ATTA Global Group Bhd (the Company or ATTA) IS Committed to ensure that the highest standards of corporate governance are practiced throughout the Group and it is subsidiaries as fundamental part of discharging the Boards responsibility to protect and enhance long term shareholders value and the financial performance of the Group, whilst taking into account the interest of other stakeholders.
To assure all our valued customers of our continuing commitment to providing the highest quality of steel metal products and services at the most competitive prices and serving our customer needs on time every time.
Our corporate vision in a whole new horizon, the company advances towards a greater height with confidence to succeed
ROLE OF THE BOARD
The Board has overall responsibility on the strategic direction of the ATTA groups and plays an active role in directing Management in an effective and responsible manner. The management functions have been delegated to the executive directors. The Directors assume full responsibilities for the groups overall performance with its objectives, strategic planning, development and implementation, decision making, business performance. resources and standards of conducts for the assurance of the corporate goals.
The following are among the key responsibilities of the Board:
I) Approval of corporate and strategic directions of the Group
II) Overseeing the conduct of the business of the Group.
III) Material acquisitions and disposals
IV) Declaration of Dividends
V) Changes to the management and control structure within the Company and its subsidiaries
VI) Changes to Board members, Board Committee members, CFO and the Company Secretary
The current Board comprises seven (7) members, Comprising three (3) Executive Directors, one(1) Non-Independent Non-Executive Director and three (3) Independent Non-Executive Directors (INED) The current Board not only appropriately reflects the interest of substantial shareholders but also fairly represents the interest of minority shareholders in the Company.
The composition of the Board has complied with the Listing Requirements of Bursa Securities of having at least one-third (1/3) of the Board members as independent Non-Executives Directors
The Board opines that the existing Independent Non-Executive Directors are able to perform their duties objectively and independent and actively participate in the Boards discussions.
The Current size and composition of the Board is well-balanced taking into account that the Directors come from different backgrounds with commercial, financial and technical experience with their wide range of functional knowledge and skills.
The Board is able to bring in a broader perspective and depth to its decision -making process thereby ensuring efficiency and effectiveness in its management of the Group
The Independent Non-Executive Directors brings impartiality to Boards discussion and decisions and ensure that all issues are properly addressed taking into account the interest of all stakeholders.
The Nomination committee carry out the Directors assessment exercise annually. Self-assessment Evaluation Form to ensure that the Independent Non-Executive Directors (INED) were independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement or ability to act in the best interest of the Company.
For of declaration of independence, to facilitate the process of determining the Directors independence on an annual basis by each INED.
Recruitment and appointment of Directors
The Nominating Committee recommend to the Board candidates for all directorships by considering their skills, knowledge, Professionalism, expertise and Experience.
In the case of candidates for the position of independent non-executive, the Committee evaluates the candidates ability to discharge such responsibilities/function.
However, the Nominating Committee would also utilise independent resources to identify candidates for appointment of directors if the need arises.
Role of Chairman
The Chairman of Board leading the Board in establishing and monitoring good corporate governance practices that are transparent and consistently put into practice and committed to observing the MCCG and Listing Requirements of Bursa Securities and has ensured that a high standard of corporate governance is practised throughout the Group and it is subsidiaries to safeguard the Group Assets, operations and shareholder value.
To Providing Leadership for the Board so that the Board can perform its responsibilities effectively.
Encouraging active participation at board meeting and allowing dissenting views to be freely expressed.
The Chairman together with the Board take responsibility and perform an annual review on the Companys compliance and ensure all latest changes and updates in the MCCG during the year have been adopted and updated also maintained good manufacturing practices and adhere the government environment policies at all times.
Role of Executive Director
Executive director are involve in the day-to-day management of the company and Group, Responsible for the groups overall performance with its objectives, strategic planning, development and implementation, decision making, business performance.
Role of Non-Executive Directors
Non-Executive directors act as a bridge between management, shareholders and other stakeholders, Provide the relevant check and balances and acting in the interest of the company stakeholders and ensuring that high standards of corporate governance are applied.
Role of the Independent Non-Executive Director
Independent directors are playing an active role in various committees set up by company to ensure good governance.
to oversee the financial reporting process and disclosure of the company's financial information, ensure compliance with listing and other legal requirements, disclosure of related party transactions and qualification in the draft audit report.
Tenure of Directors
Pursuant to the Constitution of the Company, all Directors must retire at least once every three (3) years but shall be eligible for re-election.
The tenure of an Independent Director shall not exceed a cumulative term limit of nine (9) years.
If the Board intends to retain an Independent Director beyond nine (9) years must justify and Seek annual shareholders approval.
The Board recognises the fact that the Company Secretary should be qualified to act as Company Secretary under Section 235(2) of the Companies Act 2016.
The key role of the company secretary is to assist the Board in meeting regulatory requirements and best practices. Coordinating with Management on the preparation of Board papers, attend all Board and Board committee meetings to ensure that deliberations at Board and Board Committee are well captured and minute.
The Board delegates some of its authorities to Board Committees. The Board entrust the Committees with specific duties and responsibilities to oversee the Groups affairs and act on behalf of the Board in accordance with their respective terms of Reference. Key issues and decisions arising from Board Committees are referred to the Board for deliberation and decision.
The Board Committees are as follows: -
The Audit Committee composed of all independent Non-Executive Directors,
To assist and supports the Boards responsibility to oversee the Groups operations by review of the Groups process for producing financial data, its Internal control, risk management activities and Independence of the Groups external and internal control.
The Nominating Committee was established on 18 January 2002, The Nominating committee comprises of wholly of Independent Non-Executive Directors.
The Nominating Committee recommended to the Board, candidates for all directorships to be filled in the Board and Board Committees., review the mix skills, independence, experience and other qualities of the Board , Assessed the independence of the Independent Directors, Review the training need for Directors, Review the annual assessment of the effectiveness of the Board, committees and Individual directors annually using a set of customized self-assessment questionnaires to be completed by each Directors.
The Remuneration Committee is primarily responsible for recommending to the Board the remuneration of Executive Directors, Non-Executive Directors and Senior management in all its forms.
The Boards Relationship with Shareholders and Stakeholders
The Board believes that shareholders should be informed of all material business matters which influence the Group. Besides the key channels of communication through the Annual Report, General Meeting and announcement to Bursa Securities, there is also continuous effort to enhance the Groups web side as a channel of communication and information dissemination.
The Group welcomes dialogue with investors and financial analysis from time to time as a means of effective communication that enables the Board and Management to convey permissible information about the Groups performance, corporate strategy and major development plans.
The Annual General Meeting (AGM) remains the principals forum for communication and dialogue with shareholders. The AGM provides the opportunity for interaction among Shareholder, Directors and Management , where the shareholders are at liberty to raise questions on the AGM agenda, They will be given the opportunity to seek clarification on any matters pertaining to the Companys affairs and performance as the Directors and the representatives of the external Auditors will be present to answer any question that they may have.
The Board meet six (6) times a year on a schedule basis with additional meetings held when specific urgent or important matters are required to be considered and decided between the scheduled meetings.
Board members are required to attend the Board meetings, Other senior officers may be invited to attend meetings for particular items within their responsibility. The Board may also invite external parties such as the auditors, solicitors and consultants as and when the need arises.
Directors may participate in Directors meeting by means of telephone and video conference or by other means of communications. Directors need not be in physical presence and participating I the meeting in the aforestated manner shall be deemed to constitute presence in person at such meetings. The Directors participating in any such meeting shall be counted in the quorum for such meeting. All resolution agreed upon by the Directors in such a meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and held.
Agenda and Meeting Papers
The agenda and a set of comprehensive Board papers consisting of financial results and business performance, corporate exercise (if any) draft announcements on the quarterly results and any other matter raised for the concern of the Board are distributed five (5) days ahead prior to each meeting to ensure that Directors have sufficient time to study and prepare for discussion and decision making.
Access to Information and Independent Professional Advice
The deliberations and decisions at Board and Board Committees meetings are well recorded in the minutes. The minutes of the Meetings are circulated to all Directors and tabled for confirmation at the next meeting. The minutes of Meetings are duly signed by the Chairman and properly kept at the Registered office.
All Directors (Executive and Non-Executive ) have access to all information within the company.
Training of Directors
The Directors recognise the need to develop and update themselves and the Company provides a dedicated training budget for Directors continuing education,
Every Directors is encouraged to evaluate their own training needs and undergo continuous training to equip himself with enhances knowledge and effectively contribute his duties to the Board. The company Secretary circulated from time to time the relevant guidelines on statutory and regulatory requirement to the Directos.
Directors Code of Ethics
This code is formulated to enhance the standards of corporate governance and with the intention of achieving the following aims;
To act in accordance with the highest standard of personal and integrity in all aspects of their activities and comply with all applicable laws and regulation.
To established a standard of ethical behaviour of Directors,
To maintain confidentiality and protection of company maters and documents.
To act in the best interest of company and must not engage in their personal interest.
To ensure that the company is properly managed and effectively controlled.
To devote time and effort to attend meetings and to know what is required of the Board and each directors and discharge those functions.
Corporate Social Responsibility and the Environment
ATTA Group and its subsidiaries believes that a good management of corporate social responsibility (CSR) is considered as a requirement to meet the evolving needs in a fast-paced business environment. The rising expectations for a sustainable business practises from our stakeholders always drives us to ensure social responsibilities are not being ignored in the course of pursuing business growth.
CSR principles are shared with our employees to ensure their duties are performed with an awareness of social responsibilities. As part of our commitment to staff development, we encouraged our employees to upgrade and join various learning and development programs throughout the year.
We also encourage our employees to be environmentally friendly by using recycled paper and switching off lighting and air-conditioning using office breaks and/or when not use to save energy.
As a responsible corporate organization, ATTA Group provides practical industrial training to under-graduates from polytechnic and universities for the purpose of industrial training as some of our initiatives that demonstrate our commitments towards the community.
On environmental point of view , ATTA always maintain good manufacturing practices and adhere to government environmental policies at all times whereby all our manufacturing units maintain its own waste reduction plans.
Review of The Board Charter
This charter shall be reviewed periodically and update by the Board taking into consideration the needs of the Group as well as any development in rules and regulations that may have an impact on the discharge of the Boards duties and responsibilities.