MFM Board Charter
The philosophy of the Company is to be consistent in the QUALITY of its production and service, UNITY of staff and management and the pursuance of PROGRESS in the various aspects.
The Directors of Malayan Flour Mills Berhad (“MFM”) regard Corporate Governance as vitally important to the success of the Company's business and are unreservedly committed to applying the principles necessary to ensure that good governance is practised in all of its business dealings in respect of its shareholders and relevant stakeholders:
- All Board members are expected to act in a professional manner, thereby upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.
- All Board members are responsible for the company achieving the highest level of business conduct.
- This Board Charter shall constitute, and form, an integral part of each Director’s appointment letter.
- The Board is the focal point of the Company’s Corporate Governance system. It is ultimately accountable and responsible for the performance and affairs of the Company.
The purpose of this Board Charter is to regulate how business is to be conducted by the Board in accordance with the principles of good Corporate Governance. The Board Charter sets out the specific responsibilities to be discharged by the Board members collectively, and the individual roles expected from them.
The objectives of this Board Charter are 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 legislation and regulations affecting their conduct and to ensure that the principles of good Corporate Governance are applied in all their dealings in respect, and on behalf, of the Company.
In pursuit of the ideals in this Board Charter, the intention is to exceed "minimum requirements" with due consideration to recognised standards of best practice locally and internationally.
- BOARD LEADERSHIP
4.1. There are two key tasks at the top of a company, the running of the Board and the executive responsibility for the running of the Company's business. There should be a clear division of responsibilities at the head of the Company to ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making.
4.2. The Board should provide leadership and vision to the Company in a way that will enhance shareholder value and ensure long-term sustainable development and growth of the Company.
4.3. The roles of Chairman and Managing Director (“MD”) are separate, with responsibilities divided between them.
4.4. The Chairman
4.4.1. The Chairman has no executive functions.
4.4.2. The Chairman is responsible for representing the Board to the shareholders and indirectly to the general public for performance.
4.4.3. The Chairman is responsible for ensuring the integrity and effectiveness of the governance process of the Board.
4.4.4. The Chairman must ensure that the content and order of the agenda are appropriate and that the members of the Board have the relevant papers in good time. The Chairman must also ensure that the Board members are properly briefed on issues arising at board meetings and that all available information on an issue is before the Board.
4.4.5. The Chairman is responsible for maintaining regular dialogue with the MD over all operational matters and will consult with the remainder of the Board promptly over any matter that gives him or her cause for major concern.
4.4.6. The Chairman will act as facilitator at meetings of the Board to ensure that no member, whether executive or non-executive, dominates discussion, that appropriate discussion takes place and that relevant opinion among members is forthcoming. The Chairman will ensure that discussions result in logical and understandable outcomes.
4.4.7. Between Board meetings the Chairman shall maintain an informal link between the Board and the MD, expect to be kept informed by the MD on all important matters, and is available to the MD to provide counsel and advice where appropriate.
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MFM Board Charter (Updated 2 September 2016).pdf