WHO WE ARE
The Board of Directors of TRC Synergy Berhad (“TRCS” or “the Company”) is ultimately responsible for the stewardship of the Company. It does not manage but rather oversees the day-to-day management delegated to the Managing Director and Executive Director and the other officers of the Company.
II. GENERAL ROLE AND MANDATE
As part of the overall stewardship responsibility, the Board of Directors assumes responsibility for the following matters:
- Initially adopt and annually review a strategic planning process and strategic directions arising thereform, taking into account, among other things, the opportunities and risks of the business of the Company, as well as review annually the critical assessment of these directions, of the actions taken to achieve them and the results of such actions.
- Identify the principal risks inherent in the activities of the Company and assessing the implementation of appropriate systems to manage these risks.
- Oversee succession planning, including the appointment, training and monitoring of the Senior Management of the Company.
- Together with the Executive Directors, approve corporate goals and objectives that the Executive Directors are responsible for meeting and assess the Executive Directors against these goals and objectives.
- Establish and review annually corporate communication policies with respect to the following: how the Company interacts with analyst, investors, other key stakeholders and the public and measures for the Company to comply with its continuously and timely disclosure obligations and to avoid selective disclosure.
- Adopt measures for receiving feedback from shareholders.
- Oversee the integrity of internal controls and management information systems.
- With input from the Remuneration Committee review the adequacy and form of the compensation of executive officers and directors, with such compensation realistically reflecting the responsibilities and risks of such positions.
- Adopt budgets and financial results of the Company, monitor compliance with accounting standards and the integrity and adequacy of financial information disclosure.
- Implement structures and procedures that ensure that the Board of Directors can function independently of management.
- For each member of the Board of Directors, act as representatives of the Company in : i) enhancing the organization’s public image, firm reputation and credibility, ii) providing contacts/network to the Company, iii) being loyal to the Company, iv) supporting the decision of the majority the Board of Directors, and v) identifying, evaluating and carrying out profitable business opportunity for the Company, as well as providing the Company with information on the market in which it operates.
- Assess the effectiveness of the Board of Directors as a whole, the committees of the Board and the contribution of each director, establish along with senior management and update selection criteria for directors and yearly formulate a proposition with respect to the number of directors to be elected and nomination of nominees to the various director positions on the Board of Directors.
- The Board of Directors must ensure that each of its directors, chief executive (if any), chief financial officer and chief operating officer has character, experience, integrity, competence and time to effectively discharge his role as a directors, chief executives, chief financial officer or chief operating officer as the case may be, of the Company.
- Ensure that all new directors receive comprehensive orientation to fully understand the role of the Board of Directors and its committees, as well as the contribution individual directors are expected to make (including, in particular, the commitment of time and energy that the Company expects form its directors) and the nature and operation of the Company’s business.
- Upon the Audit Committee’s recommendation, i) select the external auditors to be nominated for appointment by the shareholders of the Company, and ii) approve fees and other compensation to be paid to the external auditors.
- Expressly assume responsibility for, or assign to a committee the general responsibility for, developing the Company’s approach to governance issues, including developing a set of corporate governance principles, guidelines and practices that are specifically applicable to the Company.
- Examine annually its size and composition, with a view to facilitating effective decision-making.
- Determine the appropriateness of declaring dividends and the declaration of dividends, where appropriate.
- Appoint committees of the Board of Directors, determine their mandates and select their members and chairman.
- Perform and carry out any other duties assigned to the Board of Directors pursuant to the Company’s Memorandum and Articles of Association, Bursa Malaysia Listing Requirements, by-laws, governing law and other applicable statutes, regulations, rules and norms as amended from time to time.
- Keep records of its activities, meetings, at the office of the Company Secretary.
In discharging its mandate, the Board of Directors may engage the services of outside advisors at the expense of the Company. The Board also allows any Board committee or director to engage the services of an outside advisor at the expenses of the Company, to adequately carry out such Committee’s duties, where the circumstances so warrant, the whole subject to the Board of Directors? approval.
The Board of Directors is comprised of a minimum of three (3) directors in accordance with the Articles of the Company and applicable laws, but its quorum must at all times be comprised of at least two independent directors.
The Board of Directors should be constitute with at least two (2) directors or 1/3rd of the board of directors of the Company are independent directors as stipulated in Chapter 15 of the Listing Requirements.
To efficiency discharge its duties, the Board of Directors meets periodically (at least once per quarter) and the committees of the Board of Directors meet between these meetings as circumstances dictate.
The Board of Directors holds, at least in every quarter a meeting with the management of the Company specifically to discuss and to be briefed on the operational aspect of the Company.
APPROVED BY THE BOARD OF DIRECTORS ON 1ST APRIL 2015.
Board of Directors Code of Conduct
1. Board of Directors Code of Conduct
We, the Directors of TRC Synergy Berhad (“TRCS” or “the Company”), understand this responsibility and are committed to this responsibility. We believe that each Director, by agreeing to serve as a Director, has agreed to read, understand and adhere to this Code of Conduct for the Company Directors (the “Code”).
2. Accuracy of Business Records
Honest and accurate recording and reporting of information is extremely important. Investors count on the Company to provide accurate information about its affiliates and to make responsible business decisions based on reliable records.
Appropriate members of management must properly authorize all payments and transactions. All financial books, records and accounts must accurately reflect transactions and events, and conform both to generally accepted accounting principles and to TRCS’s system of internal controls. Undisclosed or unrecorded funds or assets are not allowed.
It is unacceptable, for example, to make false claims on an expense report. No entry may be made that intentionally hides or disguises the true nature of any transaction.
3. Recording Business Information
Almost all business records may become subject to public disclosure in the course of litigation or governmental investigations. Records are also often obtained by outside parties or the media. Directors should therefore attempt to be as clear, concise, truthful and accurate as possible when recording any information. Avoid exaggeration, colorful language, guesswork, legal conclusions, and derogatory characterizations of people and their motives.
4. Protecting Company Assets
Directors may be entrusted with the Company assets in connection with their responsibilities as Directors. This includes assets such as equipment, inventory, supplies and intellectual property.
Company resources should be used only to conduct company business or for purposes authorized by management. Any act by the Company Director that involves theft, fraud, unauthorized disclosure, embezzlement, or misappropriation of any property is prohibited. Each Director is responsible for the assets under their control. Each Director must follow security procedures to protect assets and must be alert to situations that could lead to loss or misuse of assets.
5. Protecting Confidential Information
Directors must safeguard confidential information by keeping it secure, limiting access to those who have a need to know in order to do their job, and avoiding discussion of confidential information in public areas. The obligation to preserve the Company’s confidential information is ongoing, even after service ends.
6. Conflicts of Interest
Directors’ actions must be based on sound business judgment, not motivated by personal interest or gain. Directors cannot compete with the Company or use corporate opportunity for personal gain. Any situation that creates or appears to create a conflict of interest must be avoided.
7. Family Members and Close Personal Relationships
A conflict of interest may arise when doing business with or competing with organizations that employ or are partially owned by family members or close personal friends. Family members include, but are not limited to, spouse, children, parents, and siblings. Directors should disclose any such relationships to the Chairman of the Board to determine the best course of action.
8. Personal Investments
Directors may not own, either directly or indirectly, a substantial interest in any business entity that does or seeks to do business with or is in competition with the Company without providing advance notice to the Chairman of the Board.
A conflict of interest may also arise if a Director’s outside employment activities are so demanding that they interfere with his or her ability to fulfill his or her responsibilities to the Company.
9. Inside Information’ and Securities Trading
Confidential information may not be used for personal benefit. It is prohibited to trade securities or to tip others to trade securities of the Company or other companies on the basis of material information before it is made publicly available to ordinary investors through appropriate media. Such information includes news about acquisitions, investments, new business relationships, financial results, important management changes, and other information that has the potential to affect the share price of the Company or another company.
Directors, may purchase the Company’s securities and exercise options granted to them in accordance with the applicable arrangements, as long as they are not basing decisions on inside information.
10. Providing or Accepting Gifts
The Company aspires to achieve the highest standards of integrity in its business activities. Therefore, the Company Directors shall not accept gifts from external parties or give personal gifts to external parties which may create conflict of interest in business dealing of the Company.
11. The Law
The first and foremost obligation of responsible citizenship is to obey the laws of the countries and communities in which the Company does business. The fact that in some countries certain standards of conduct are legally prohibited but are not enforced in practice, or their violation is not subject to public criticism or censure will not excuse an illegal action by the Company Director.
12. Other Responsibilities
The Company Directors to endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees and to not take unfair advantage of any such person through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
13. Reporting, Enforcement and Questions
Any complaint and report against misconduct of the Company Directors can be made to the Chairman of the Board. The Chairman may initiate the necessary actions as he deems fit to address such complaint and report.
Any Director with a concern or question about applicable provisions of the Code, or about conduct that may violate these provisions, should contact the Chairman of the Board. Such persons shall also be responsible for enforcing the applicable provisions of the Code.
Remuneration policy for BOD and SM
The remuneration policy for members of the Board and the Senior Management of the Group reflects the interests of the shareholders and the company, taking into consideration any specific matters, including the assignments and the responsibility undertaken. In addition, the remuneration policy helps promote long term goals for safeguarding the company’s interests.
Efforts are made to ensure that the remuneration of the Board of Directors matches the level in comparable companies, whilst also taking into consideration Board members’ required competencies, effort and the scope of the Board work, including the number of meetings.
Members of the Board receive a fixed cash amount (Directors Fee), which is subject to shareholders ‘approval in the General Meeting and to be reported in the annual report of the Company. In addition to the Directors Fee, the Chairman receives Chairman Fee, the amount of which will also subject to shareholders ‘approval in the General Meeting.
In addition to the Directors Fee and Chairman Fee, the members of the Board will also entitle for the following allowances:-
- Committee Chairman Fee;
- meeting allowances; and
- any other allowances deemed fit and approved by the Board.
Other Incentive and bonus
The Board of Directors other than executive directors are not eligible for other incentive payments and bonus.
Compensation on takeover
On any takeover, retiring Board members will not receive any compensation for their lost board remuneration and similar benefits.
Reimbursement of expenses
Expenses in connection with board and committee meetings are reimbursed as per account rendered.
The members of the Board are not covered by any pension scheme or a defined benefit pension scheme.
REMUNERATION OF SENIOR MANAGEMENTS
Senior Managements are defined as the Group’s top five (5) Senior Managements approved by the Group from time to time.
The Board of Directors believes that a combination of fixed and performance-based pay to the Senior Managements helps ensure that the company can attract and retain key employees.
Senior Managements staffs are employed under executive service contracts, and the Board of Directors sets the terms within the frames of the contracts.
The Nomination & Compensation Committee submits proposals concerning the remuneration of the Senior Managements and ensures that the remuneration is in line with the conditions in comparable companies. The proposals are submitted for approval in a board meeting.
Members of the Senior Managements receive a competitive remuneration package consisting of the following components:
- Fixed salary
- Bonuses and incentives
- Share options (subject to Board’s approval and other prevailing rules and requirements)
- Personal benefits, e.g. company car, insurance coverages and other suitable benefits.
If it is proved after the grant of variable components to Senior Managements that these were paid erroneously, the company may in exceptional cases reclaim in full or in part variable components.
The total remuneration for the Senior Managements is stated in the annual report of the Company.
The fixed salary shall be based on the market level that matches the market level in comparable companies. Senior Managements do not receive any remuneration for directorships held in the Group’s subsidiary companies.
Notice of termination
Notice of service termination will be subject to terms of employment to be agreed by both parties.
There is no agreed redundancy pay/compensation for voluntary or non-voluntary termination.
Senior Managements are not covered by any pension scheme or a defined benefit pension scheme.
Audit And Risk Management Committee Terms Of Reference
The Audit and Risk Management Committee (“ARMC” or “the Committee”) is established as a Committee of the Board of Directors (“the Board”) of TRC Synergy Berhad (“the Company”) which integrates the functions of a risk management committee required by Malaysia Code of Corporate Governance 2017 and the Audit Committee of the Board established earlier.
1. The ARMC shall be appointed by the Board and shall comprise of a minimum of three (3) Directors subject to a maximum of five (5) Directors or such number as may be determined by the Board from time to time.
2. All ARMC Committee members must be Non-Executive Directors, with a majority of them being Independent Directors as defined in Bursa Malaysia Securities Berhad Listing Requirements.
3. The members of ARMC shall elect a Chairman from among themselves who shall be an Independent Director; and
4. At least one (1) member of the ARMC:-
- must be a member of the Malaysian Institute of Accountants (“MIA”), or
- if he is not a member of the MIA, he must have at least 3 years’ working experience
a) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act, 1967; or
b) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act, 1967; or
- Fulfils such other requirements as prescribed or approved by the Exchange
5. No Alternate Director shall be appointed as a member of the ARMC.
6. If a member of the ARMC retires, resigns, dies or for any reason ceases to be a member resulting in the non-compliance of paragraph 1 and 4 above, the Board shall within three (3) months of these events, fill the vacancy.
7. The company secretary or such other person as the ARMC may determine shall be the Secretary of the ARMC.
8. No former key audit partner shall be appointed as a member of the ARMC before observing a cooling-off period of at least two (2) years before being appointed as a member of the ARMC. For the purpose of the foregoing, a former key audit partner means the engagement partner, the individual who is responsible for the engagement of quality control review and other audit partners, if any, on the engagement team who make key decisions and/or judgments on significant matters with respect to the audit of the financial statements on which the auditor will express an opinion.
The primary objectives of the ARMC are:-
- to provide assistance to the Board in relation to fulfilment of the Board’s statutory as well as fiduciary responsibilities and ensure that the internal and external audit functions of TRC Synergy Berhad and its group of companies (“the Group”) are being carried out adequately and effectively;
- are to assist the Board in the effective discharge of its primary responsibilities of identifying principal risks and implementing appropriate systems and risk assessment processes to manage such risks for the Group.
The ARMC shall review, report and make recommendations to the Board on the following matters:
1. The appointment of the external auditors, the audit fee and any questions of re-appointment, resignation or dismissal and in particular to assess the suitability and independence of the external auditors on an annual basis.
2. To discuss with the external auditors, before the audit commences, the nature and scope of the audit.
3. To review with the external auditors:-
- the audit plan;
- his evaluation of the system of internal controls;
- his audit report;
- his management letter and management’s response;
- the assistance given by the Company’s employees to the external auditors;
- to discuss problems and reservations arising from the interim and final audit, and any matter the auditors may wish to discuss (in the absence of management where necessary).
4. To review:-
- the Annual Financial Statements of the Company and the Group and the reafter to submit them to the Directors of the Company;
- the quarterly results and year-end financial statements of the Company and the Group prior to the approval of the Board, and thereafter to submit them to the Directors of the Company focusing particularly on:-
i) changes in or implementation of major accounting policies changes and practices;
ii) significant matters highlighted including financial reporting issues, significant adjustments made by management, significant and unusual events or transactions, and how these matters are addressed; and
iii) compliance with applicable financial and accounting reporting standards and other legal requirements.
- any related party transaction and conflict of interest situation that may arise within the Company or the Group including any transaction, procedure or course of conduct that raises questions of management integrity.
5. To propose best practices on disclosure in financial results and annual reports of the Company in line with the principles and spirit set out in the Malaysian Code of Corporate Governance, other applicable laws, rules, directives and guidelines.
6. Establishment of an internal audit function which is independent of the activities it audits and in relation thereto:-
- ensure that the head of the internal audit function reports directly to the ARMC;
- review the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary authority to carry out its works;
- review the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
- review any appraisal or assessment of the performance of members of the internal audit function;
- approve any appointment or termination of senior staff members of the internal audit function;
- inform itself of changes in personnel of the internal audit staff members and make available the opportunity for resigning staff members to submit his reason for resigning. and
- conduct regular reviews and appraisals of the effectiveness of the governance, risk management and internal controls processes within the Group.
7. In relation to risk management, the functions of ARMC shall include :-
- Review, assess, formulate and recommend risk management strategies,
framework, policies, processes, tolerance and risk appetite limits to the Board;
- Monitoring of the Group risk exposures to ensure implementation and compliance with approved risk policies and processes of the Group, and to ensure that significant risks identified are being responded to appropriately;
- Review status of management action in mitigating significant risks identified;
- Review and assess the adequacy and effectiveness of the risk management
structure, approved risk policies, processes, and support system and to
recommend such changes as may be deemed necessary to the Board;
- Review and assess the risks associated with all proposed strategic transactions of the Group and report the same to the Board for its deliberation of the transaction; and
- To coordinate on the activities of the internal audit function of the Group in relation to the review of risk management activities and to ensure significant business risks are adequately managed by the Group company to ensure internal audit are carried out in accordance with recognized framework;
The ARMC is authorised by the Board to:-
- investigate any matter or activity within its terms of reference;
- have the resources which are required to perform its duties;
- have full and unrestricted access to any information pertaining to the Company and the Group;
- have direct communication channels with the external auditors, and person(s) carrying out the internal audit function or activity;
- obtain independent professional or other advice when needed and to secure the attendance of third parties with relevant experience and expertise if it considers this necessary; and
- 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.
Procedure of ARMC
1. The Committee may meet together for the despatch of business, adjourn and subject to Article 123 of the Company’s Articles of Association otherwise regulate their meetings as they think fit, provided that the Committee shall meet at least four (4) times in a calendar year failing which a justification should be provided.
2. Any member of the Committee may at any time and the Secretary shall on such request summon a meeting of the Committee.
3. At least seven (7) days’ notice of a meeting of the Committee shall be given to all Committee Members in writing at his last known address or other address given by him for the purpose. The Committee Members may meet on shorter notice and waive notice of any meetings as they deem necessary subject to the consent and agreement of all Committee Members.
4. The quorum necessary for the transaction of business shall be two (2) comprised of a majority of Independent Directors.
5. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes, the Chairman shall have a second or casting vote.
6. The external auditors may request a meeting if they consider that one is necessary and the Chairman upon such request will convene a meeting for the purpose. The Committee shall meet with the external auditors if deemed necessary without the presence of any executive Board member.
7. The Head of Account Department and the Head of Internal Audit shall normally attend meetings or be excluded at the discretion of the Chairman. The Chairman shall, where he deems appropriate, invite any other Board members, employees, third party professionals and/or any person(s) with the relevant experience and expertise to attend any meetings of the Committee.
8. The Committee shall cause minutes to be duly entered into books provided for the purposes:-
- of the names of all committee members and other participants at each meeting of the Committee;
- of all resolutions and proceedings of committee meetings;
- of all orders, recommendations and reports made by the Committee.
Such minutes shall be signed by the Chairman of the Committee at which the proceedings were held or by the Chairman of the next succeeding meeting, and if so signed, shall be conclusive evidence without any further proof of the facts therein stated.
9. A resolution in writing signed by all members of the Committee for the time being entitled to receive notice of a meeting of the Committee, shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.
10. The books containing the Minutes of proceedings of the Committee shall be kept by the Company at the Registered Office of the Company subject to the provisions of the Companies Act, 2016, relating to keeping of Minutes of the Board of Directors and any Committee of the Board of Directors.
APPROVED BY THE BOARD OF DIRECTORS ON 21 st SEPTEMBER 2021
Terms of Reference of Nominating Committee
The primary objective of the Nominating Committee (“Committee”) is to establish a documented, formal and transparent procedure to support and advise the Board of Directors (“Board”) in fulfilling their responsibilities to shareholders in ensuring the Board and Senior Managements are comprised of individuals with an optimal mix of qualifications, skills and experience.
The members of the Committee shall be appointed by the Board from amongst the Directors of the Company and shall comprise of at least two (2) members, all of whom must be Non-Executive Directors, with a majority of them being independent.
The Committee shall elect a Chairman from among its members and the elected Chairman shall be an Independent Non-Executive Director.
No alternate director shall be appointed as a member of the Committee. The term of office and performance of the Committee and each of its members shall be reviewed by the Board annually to determine whether the members have carried out their duties in accordance with their terms of reference.
If a member of the Committee resigns or for any other reason ceases to be a member with the result that the number of members is reduced to below two (2), the Board shall, within three (3) months from the date of that event, appoint such number of new members as may be required to make up the minimum number of two (2) members.
- The Committee is authorised to seek any information it requires from management of the Company in order to perform its duties.
- The Committee is authorised to call for any appropriate person or person to be in attendance to make presentations or furnish or provide independent advice on any matters within the scope of responsibilities.
- The Committee is authorised by the Board to obtain, at the Company’s expense, external legal or other professional advice on any matters within its terms of reference.
- The Committee is also authorised by the Board to engage professional agencies to headhunt suitable candidates for the Group’s directors and senior management at the Company’s expense.
4. DUTIES AND RESPONSIBILITIES
In fulfilling its primary objectives, the Committee shall undertakes, amongst others, the following duties and responsibilities:
- The Committee shall undertake an annual review of the composition of the Board and Board Committees as well as the required mix of skills, experience and competency required and make recommendations to the Board with regard to any adjustments that are deemed necessary;
- The Committee has to facilitate and evaluate the effectiveness of the Board as a whole, the various Committees and each individual Director’s contribution to the effectiveness on the decision making process of the Board;
- The Committee shall be responsible for identifying and make recommendation to the Board on new candidates for election/appointment to the Board or to fill board vacancies as and when they arise;
- The Committee shall recommend to the Board concerning the re-election/re-appointment of Director to the Board pursuant to the provisions in the Company’s Article of Association;
- The Committee shall be responsible for reviewing and make recommendation to the Board on the appointment of the Senior Managements of the Company and its subsidiary companies (“the Group”).
- In determining the process for the identification of suitable candidates, the Committee will ensure that an appropriate review is undertaken to ensure the requirement and qualification of the candidate nominated based on a prescribed set of criteria comprising but not limited to the following:
a) Skills, knowledge, expertise and experience;
d) Existing number of directorships held;
e) Confirmation of not being an undischarged bankrupt or involved in any court proceedings in connection with the promotion, formation or management of a corporation or involving fraud or dishonesty punishable on conviction with imprisonment or subject to any investigation by any regulatory authority under any legislation; and
f) In the case of candidates being considered for the position of independent director, such potential candidates have the ability to discharge such responsibilities/functions as expected from independent non-executive directors. Amongst others, the potential candidates must fulfil the criteria used in the definition of “independent directors” prescribed by the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and being able to bring independent and objective judgement to the Board.Where required, the members of the Committee would meet up with potential candidates for the position of director to conduct an assessment of the suitability.(Note: The Group practices non-discrimination in any form whether based on age, gender, ethnicity or religion throughout the organisation and this includes the selection of directors and senior managements).
- The Committee shall undertake an annual review of the training programmes attended by the Directors for each financial year as well as the training programmes required to aid the Directors in the discharge of their duties as Directors and to keep abreast with industry developments and trends; and
- The Committee shall provide a report summarising its activities for the year in compliance with the Malaysia Corporate Governance Code, Listing Requirements and any relevant regulations. The report can be incorporated into the corporate governance statement in the annual report or included as a separate report.
5. MEETINGS OF THE COMMITTEE
The Committee shall meet at least once a year and as frequently as may be required.
Subject to the notice and quorum requirements as provided in the Terms of Reference, meeting of the Committee may be held and conducted through the telephone or any communication equipment which allows all persons participating in the meeting to hear each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly.
The quorum for a meeting of the Committee shall consist of not less than two (2) members.
7. NOTICE OF MEETINGS
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 committee, any other person required to attend and all other non-executive directors, no later than seven (7) days before the date of the meeting. Supporting papers shall be sent to committee members and to other attendees as appropriate, at the same time.
8. SECRETARY AND MINUTES
The Company Secretary or his nominee or such other persons authorised by the Board shall act as the Secretary of the Committee. The Company Secretary shall record, prepare and circulate the minutes of the meetings of the Committee and ensure that the minutes are properly kept and produced for inspection if required.
9. CIRCULAR RESOLUTION
A resolution in writing, signed by all Committee members present in Malaysia for the time being entitled to receive notice of a meeting of the Committee, shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more of the members of the Committee.
10. REVISION AND UPDATES
This Terms of Reference will be reviewed and updated from time to time to ensure it remains consistent with the Committee’s objectives and responsibilities.
Terms of Reference of Remuneration Committee
To assist the Board of Directors in their responsibilities in assessing the remuneration packages of the members to the Board of Directors and Senior Managements of TRC Synergy Berhad and its subsidiary companies (the Group).
2. Composition of members
The Board of Directors shall elect the Remuneration Committee members from amongst themselves and shall comprise of at least two (2) members. The Remuneration Committee should only consist of non executive directors and a majority of them must be independent directors.
The Chairman of the Remuneration Committee shall be elected from amongst the Remuneration Committee members. The Chairman of the Committee shall be approved by the Board of Directors.
The Secretary of the Remuneration Committee shall be the Company Secretary of the Company. The Secretary is responsible to prepare the minutes of the Remuneration Committee meetings and circulate the minutes of the Remuneration Committee meetings promptly to all members of the Remuneration Committee and table the same to the Board for notation.
The Remuneration Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings, at least twice a year or more frequently as deemed necessary. The Chairman may call for additional meetings at any time at the Chairman’s discretion.
The Secretary shall on the requisition of the members of the Remuneration Committee summon a meeting of the Remuneration Committee except in the case of an emergency, reasonable notice of every Remuneration Committee meeting shall be given in writing.
In the absence of the Chairman, the members can elect from amongst themselves the Chairman for the Meeting.
6. Term of Office
The term of office and performance of the remuneration committee and each of its members shall be reviewed by the Board from time to time; to assess whether the remuneration committee and its members have carried out their duties in accordance with their terms of reference.
A formal evaluation of the performance of all committee members should be undertaken by the nominating committee.
7. Circular Resolution
A resolution in writing signed or approved by letter, telefax or other written electronic communications by all members shall be valid and effectual as if it had been passed at a meeting. All such resolutions shall be described as “Members’ Circular Resolutions” and shall be forwarded or otherwise delivered to the Company Secretary without delay and shall be recorded by the Company Secretary in the minutes book. Any such resolution may consist of several documents in like form, each signed by one or more directors.
A quorum shall consist of two (2) members.
The Remuneration Committee, in accordance with a formal and transparent procedure or policy on directors’ and senior managements’ remuneration packages established by the Board of Directors and at the expense of the Company,
- shall review, assess and recommend to the Board of Directors the remuneration packages of the Board of Directors and Senior Managements in all forms, with other independent professional advice or outside advice as necessary.
- shall be entitled to the services of a company secretary who must ensure that all decisions made by the Remuneration Committee are tabled to the Board for consideration.
10. Duties and Responsibilities
The duties and responsibilities of the Remuneration Committee are as follows:-
- To review and assess the remuneration packages of the Board of Directors in all forms, with or without other independent professional advice or other outside advice to reflect the Board’s responsibilities, skills requirements, expertise and complexity of the Company’s activities.
- To review and assess the remuneration packages of the Senior Managements in all forms, with or without other independent professional advice or other outside advice to reflect their responsibilities, skills requirements, expertise and complexity of the Company’s activities.
- To ensure the levels of remuneration be sufficiently attractive and be able to retain directors and senior managements needed to run the Company successfully.
- To structure the component parts of remuneration so as to align with the business strategy and long-term objectives of the Company and to link rewards to individual performance and to assess the needs of the Company for talent at Board as well as Senior Management level at a particular time.
- In reviewing the remuneration packages of the Board Members and the Senior Managements the Remuneration Committee will ensure that they are in line with the Company’s Remuneration Policy and commensurate with their respective job scopes and levels of responsibilities.
- To act in line with the directions of the Board of Directors.
- To consider and examine such other matters as the Remuneration Committee considers appropriate.
Corporate Governance Report
30 Jun 2020
|TRC SYNERGY BERHAD||Annual Report & CG Report – 2019|
29 May 2019
|TRC SYNERGY BERHAD||Annual Report & CG Report – 2018 (Amended Announcement)|
30 Apr 2019
|TRC SYNERGY BERHAD||Annual Report & CG Report – 2018|
25 Apr 2018
|TRC SYNERGY BERHAD||Annual Report & CG Report – 2017|
18 Apr 2018
|TRC SYNERGY BERHAD||Annual Report & CG Report – 2017|
Whistleblowing Policy & Procedure
TRC Synergy Berhad and its subsidiary companies (“the Group”) is committed to promoting and maintaining the highest standard of integrity, openness and accountability in the execution of the Group’s operations. As such, the Group aspires to conduct its affairs in an ethical, transparent and responsible manner as the business integrity of the Group is non-negotiable.
This Whistleblowing Policy (“Policy”) is therefore formulated as an avenue for all the Group’s staff and stakeholders as well as members of the public to disclose any legitimate misgivings they may harbour regarding any improper conduct within the Group.
This Policy is to serve as a structured reporting channel and guidance for relevant disclosures. It is also a tool for preventing misconduct at the ‘get-go’ stage and as an early warning system for the Group to remedy any misconduct before serious damage is caused.
The aim of this Policy is to encourage those who have genuine serious and sensitive suspicions or concerns about any aspect of the Group’s work conduct to voice those concerns at the earliest opportunity.
This Policy is to facilitate ‘whistleblowing’ which is the deliberate and voluntary disclosure or reporting of information which relates to suspected wrongdoing (generally a breach of a legal, statutory or regulatory requirement or unethical, immoral behaviour), based on the reasonable belief of a ‘whistleblower’ i.e. the person making the disclosure or report, through an internal channel.
The list of concerns may include, but is not limited to:
- criminal offences, unlawful and/or dishonest acts, fraud, corruption, bribery, blackmail and abuse of power;
- failure to comply with legal or regulatory obligations including negligence in carrying out work obligations;
- gross misconduct and/or mismanagement;
- general malpractice such as illegal, immoral or unethical conduct;
- serious endangerment to the health and safety of any person and to the environment;
- potential breach of the requirements in, or made under, the Malaysian Anti-Corruption Commission Act 2009, any subsequent amendments thereto, or any other applicable regulations;
- breach of any of the Group’s policies;
- breach of audit (or other applicable) regulations;
- breach of the codes of conduct of all relevant professional institutions;
- concealment of any or a combination of the above.
No employee shall use their position to prevent other employees from exercising their rights or complying with their obligations within this Policy.
INTERACTION WITH ISO PROCEDURE
This Policy is not to invalidate the ISO’s complaint procedures (“ISO Procedure”), as adopted under the Group’s QSHE System Administration Procedures Manual.
The complaints under the purview of the ISO Procedure are those related to projects and are of an operational nature, as opposed to those within the broader scope of this Policy; the two types of complaints are to remain distinct and thus resolved separately.
In the event that a complaint which should have been made under the ISO Procedure is received under this Policy, the complaint shall be directed to the relevant Project Director who will then ensure that it will be appropriately processed and resolved according to the ISO Procedure.
If, however, a whistleblowing disclosure/report is mistakenly made under the ISO Procedure, the receiver of such shall direct it to the Whistleblowing Committee for further action.
Subject to the requirement of applicable local jurisdiction, this Policy applies to all employees and trainees as well as stakeholders of the Group. This Policy also applies to members of the public, where relevant.
REQUIREMENT OF GOOD FAITH
Since allegations of improper conduct could result in serious personal repercussions for the alleged wrongdoer, a whistleblower must ensure that they have reasonable grounds for believing in the existence of the allegation before a disclosure or report is made and it must be made in good faith in the best interest of the Group and is not frivolous, malicious, defamatory or for personal gains.
Additionally, the whistleblower must have first-hand knowledge of the facts and hearsay will not be entertained.
PROCEDURE IN MAKING A DISCLOSURE/REPORT
All disclosures/reports are to be channelled to the Whistleblowing Committee (“Committee”) for further action and they shall perform the oversight function over the administration of this Policy.
It should be made clear while making a disclosure that it is being made within the terms of the Group’s Whistleblowing Policy. This will ensure the recipient realises this and takes the necessary action to investigate the disclosure and to protect the whistleblower’s identity.
The whistleblower is to treat any information about the investigation as confidential and the Group will do the same. While the Group cannot always guarantee the outcome sought, the concern will be dealt with as fairly and appropriately as possible.
The Whistleblowing Committee
The Board of Directors of TRC Synergy Berhad shall determine the number forming the Committee and appoint its members, from time to time.
The Committee members shall have the authority to:
- determine the legitimacy of the disclosure
- direct further action
- determine who should conduct the investigation i.e. whether to conduct it internally or to engage external expertise
If a Committee member is suspected of being involved in the improper conduct, they will automatically be excluded from the entirety of the procedure.
The Committee shall meet on ad hoc basis as and when a whistleblowing report is lodged. A review of the resulting measures taken will be conducted quarterly as a method of follow-up.
A disclosure/report should be made as soon as the whistleblower becomes aware of any information regarding improper conduct or the potential thereof. It can be made either in person or in writing to a member of the Committee. When it is made orally, the recipient shall as soon as practicable reduce it to writing.
A Whistleblowing Form is available to streamline the reporting process. The form can be found on the Group’s corporate website (trc.com.my) and a dedicated e-mail address shall be the point of contact for whistleblowers (email@example.com). The whistleblower is required to identify themselves and to provide contact information.
Essentially, the following information is required:
- the nature of the concern and why the whistleblower believes it to be true
- the background and history of the concern (giving relevant dates)
- the identity of the alleged wrongdoer
- particulars of evidence (if any)
- particulars of witnesses (if any)
Any anonymous disclosure will not usually be considered. A whistleblower is required to disclose their identity in order to be accorded the necessary protection.
However, the Group reserves its right and discretion to investigate into any anonymous disclosure.
PROTECTION TO AND SUPPORT FOR THE WHISTLEBLOWER
A whistleblower will be accorded with the protection of strict confidentiality of identity, to the extent as reasonably practicable. Additionally, an employee who whistleblows internally will also be protected against any adverse, detrimental and discriminatory actions or treatment. For members of the public, the Group will endeavour to provide appropriate advice and support.
Such protection is accorded even if the investigation later reveals that the whistleblower is mistaken as to the facts and the rules and procedures involved.
However, if the whistleblower is in any way involved in the improper conduct, no such protection will apply and they may, at the discretion of the Group, be similarly investigated and dealt with appropriately considering their level of involvement.
RESPONSE TO A DISCLOSURE/REPORT
The overriding principle for the Group will be the public interest; protection of others is paramount in all cases.
Initial enquiries will be made to determine the merits of a full investigation. The whistleblower and the alleged wrongdoer are expected to give their full cooperation in any process carried out pursuant to this Policy.
Concerns will be investigated as quickly as possible taking into consideration the degree of seriousness and complexity. An extension may occur due to any referral to an external agency.
The investigation may need to be carried out under terms of strict confidentiality i.e. by not informing the alleged wrongdoer until (or if) it becomes necessary. During the course of investigation, the whistleblower is advised not to contact the alleged wrongdoer in an effort to determine facts or demand restitution; and not to discuss the case with anyone so as to avoid jeopardising the investigation.
The whistleblower and the alleged wrongdoer will be treated fairly. The whistleblower will, where appropriate, be informed of the status of their disclosure and the alleged wrongdoer will be given an opportunity to respond to all allegations.
A final report with the recommendation of the Chairman of the Whistleblowing Committee will be tabled to the rest of the Committee who will review the report and decide on the remedial action to be taken.
In the event that remedial action is necessary, it will be taken in order to prevent the improper conduct from continuing or occurring in the future. Actions may also be directed to remedy any harm or loss arising from the misconduct.
If preliminary findings suggest a possible criminal offence, the Chairman of the Whistleblowing Committee may refer the report to the appropriate authorities such as the police force or the Malaysian Anti-Corruption Commission.
Where possible, the management shall institute the appropriate control measures to prevent any further improper conduct or damage to the Group.
Subject to legal constraints and where appropriate, the whistleblower and the alleged wrongdoer will be notified of the outcome of the investigation and/or any remedying or rectifying action taken. The notification letter will be signed off by the Chairman of the Whistleblowing Committee.
If the whistleblower is dissatisfied with the outcome of the investigation, the whistleblower may submit another detailed report explaining why this is the case and if it merits another investigation, one will then be conducted. If the Committee finds that another investigation is unwarranted, it will notify the whistleblower accordingly.
In most cases, it will not be necessary to alert anyone externally. However, some circumstances may warrant a whistleblower reporting their concerns to an external body such as a regulator. It will rarely, if ever, be appropriate to alert the media. Whistleblowers are strongly encouraged to seek advice before reporting to anyone external.
In any case, a whistleblower should not disclose information that is confidential to the Group or to anyone else, such as a client or contractor.
RETENTION OF RECORDS
The Internal Auditor will furnish a half-yearly report to the Committee on the number and nature of cases reported by whistleblowers. The Committee will review the report and submit a summary to the Board of Directors for their information and/or action.
The Group shall retain a copy of all disclosures, reports made and all relevant documentation. The Committee and the Audit Department shall decide the period of retention of all these records, subject to limitations in applicable legislation.
CIRCULATION AND REVIEW
This Policy is to be circulated to all existing and new employees of the Group.
This Policy will be reviewed regularly by the Committee working together with the Audit Department.
The Group reserves the right to amend this Policy from time to time as appropriate.
Any revisions or amendments to this Policy shall be effective only upon communication to all employees accordingly.
This Whistleblowing Policy was approved by the Board of Directors on 26 February 2019.
This policy is intended to address TRC Synergy Berhad (“TRCS” or “the Company”) and all subsidiary companies within the TRCS Group, hereinafter refer to as the Group.
Sustainability encompasses all aspects of ethical business practices, addressing relevant Environment, Social and Economic issues responsibly and profitably.
This policy aims to:
- Endeavour to integrate the principles of sustainability into the Group’s strategies, policies and procedures;
- Promote sustainable practices;
- Ensure that the Board and senior management are involved in implementation of this policy and review the sustainability performance; and
- Create a culture of sustainability within the Group, and the community, with an emphasis on integrating the environmental, social and governance economic considerations into decision making and the delivery of outcomes.
Social sustainability efforts focus on the development of programs and processes that promote social interaction among the Group’s staffs as well as between the staffs and local communities where the Group’s activities are located. It emphasizes on protecting the vulnerable, respecting social diversity and ensuring that the Group give proper attention on social capital and to achieve the following objectives:-
- To maintain a safe and healthy workforce;
- To provide a safe and conducive workplace to all staffs and workers;
- To recruit and retain potential and high performing staffs;
- To use training and staffs development programme as a strategic investment for the Group and also to enable the staffs to further develop their professional and personal skills;
- To promote racial harmony and prevent racial discrimination within the Group;
- To prevent sexual harassment and other form of violence against all staffs;
- To encourage and inculcate philanthropies awareness among the staffs and to support and encourage community development; and
- To continue improve public perception and experience of the Group.
The Group also strongly supports the establishment of Yayasan TRC which was established by the Company and acknowledges its involvement and contribution toward achieving the above objectives.
The Group is committed to identify, manage and minimise the environmental impact to its business operations. The following efforts are highly encouraged to be observed by the Group in its business activities:-
- To reduce consumption of non-renewable, non-recycled materials;
- To pursue and encourage the use of renewable resources;
- To minimise the level of pollutants entering into the air and water from daily business operations;
- To comply with environmental regulatory and legal requirements;
- To create an ever-increasing awareness of this policy within the Group and stakeholders;
- To organise suitable trainings and seminars to the staffs and other stakeholders on the subject matter; and
- To explore any other suitable initiatives and to extend suitable incentives which can promote better understanding and practices among all stakeholders on environmental impacts.
The construction activities which the Group involves represent most of every nation’s savings. The constructed items are vital to the pursuit of economic activity as they provide the space needed for the production of all goods and services. Therefore, the Company will ensure all works undertaken by the Group are completed on time and at the highest quality standard pursuant to the clients’ expectations.
The Company recognizes that the execution of construction works subject to Quality Management System in accordance with ISO 9001 : 2008.
The Group also will strive to promote :-
- Increased value for money to industry clients as well as environmental responsibility in the delivery process;
- The viability and competitiveness of domestic construction enterprises; and
- Optimization of the role of all participants and stakeholders through process, technological, institutional enhancement and through appropriate human resource development.
Report and Disclosure
The Company will disclose the Sustainability Statement in its annual report as required by Bursa Malaysia Main Market Listing Requirements.
This policy shall be reviewed by the Company from time to time as required.
ADOPTED BY THE BOARD ON 4 APRIL 2017.
Anti-bribery And Corruption Policy
TRC Synergy Berhad (“TRCS or the Company”) and its subsidiaries (“the Group”) are committed to conducting its business activities ethically and legally by complying with all applicable laws. This includes compliance with the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”).
The Group will take reasonable and appropriate measures to ensure its businesses do not involve in any form of corrupt activities. All employees and Directors of the Group are required to be committed to acting professionally and with integrity in their business dealings.
The purpose of this document is to provide guidance to the Group’s employees and Directors concerning bribery and corruption and will serve as the Group’s policy which sets out the parameters to prevent the occurrence of bribery and corrupt practices in relation to the businesses of the Group (“the Policy”). This Policy is supplemental to, and shall be read in conjunction with the Company’s Board of Directors Code of Conduct.
2. DEFINITION OF BRIBERY AND CORRUPTION
Generally, bribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for action which is illegal, unethical or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.
Whereas corruption can be defined as the abuse of entrusted power for private gain.
The objective of the Policy is to provide information and guidance to the Directors and employees of the Group on standards of behaviour to which they must adhere to and how to recognise as well as deal with bribery and corruption.
This Policy is not intended to be exhaustive, and there may be additional obligations that Directors and employees are expected to adhere to or comply with when performing their duties. This Policy is designed to help Directors and employees to identify when something is prohibited so that bribery and corruption is avoided. For all intents and purposes, the Directors and employees shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties.
This Policy applies to all Directors, officers, employees (full and part time) and temporary workers of the Group.
Each Director and employee has a duty to read and understand the Policy. Violation of any of the Policy’s provisions may result in disciplinary action, including termination of employment.
If any Director requires further clarification on the Policy, the Director may liaise with the Executive Director or the Group Managing Director, as for employees, they may refer or highlight any concerns to their immediate superior or head of division/department.
5. GUIDANCE ON COMMON FORMS OF BRIBERY AND CORRUPTION
5.1 Gifts and Hospitality
As a general principle, the Directors and employees should not accept or give a gift to a third party if it is made with the intention of influencing the third party to obtain or retain business, or in exchange for favours or benefits. In addition, lavish or unreasonable gifts or hospitality should not be accepted as such gifts or hospitality may be perceived or interpreted as attempts by the Directors or employees to obtain or receive favourable business treatment for personal benefits.
The Directors and employees should be mindful in giving or receiving gifts or hospitality as it could be perceived as a way of improperly influencing the decision making of the recipient. Hence, the intention behind the gifts or hospitality should always be considered.
This Policy however does not prohibit normal business hospitality, so long as it is reasonable, appropriate, modest and bona fide corporate hospitality.
Some examples of acceptable gifts and/or benefits are as follows:-
- token gifts offered in business situations or to all participants and attendees for example, work related seminars, conferences, trade and business events;
- gifts presented at work-related conferences, seminars and/or business events;
- gifts given in gratitude for hosting business events, conferences and/or seminars;
- refreshments or meals during meetings or as participants of work-related conferences and/or seminars; and
- meals for business purposes.
Bribes can take many forms, for example:-
- money(or cash equivalent such as shares);
- unreasonable gifts, entertainment or hospitality;
- unwarranted rebates or excessive commissions;
- unwarranted allowances or expenses;
- “facilitation” payments/payments made to perform your normal job more quickly and/or prioritise a particular customer/person;
- political/charitable contributions;
- uncompensated use of company services or facilities; or
- anything else of value.
5.2 Facilitation Payments
Facilitation payments are unofficial payments or other advantages made to secure or expedite the performance of a routine action by an officer of public body. Directors or employees shall not promise or offer, or agree to give or offer, facilitation payments to an officer of any public body as defined in the MACC Act.
5.3 Third Parties and Agencies
All third parties, including agents, sub-contractors, suppliers and joint venture partners should be made aware of this Policy and the arrangements with them shall be subject to clear contractual terms, including specific provisions requiring them to comply with minimum standards and procedures relating to bribery and corruption.
5.4 Political Contribution
Subject to any prevailing law that govern political contribution, the Group may make contribution to political parties or candidates. All political contributions require approval from the Executive Director or the Group Managing Director. The records of all political contributions shall be kept by the Executive Director or the Group Managing Director’s office.
5.5 Charitable Contribution
Charitable support and donations are acceptable (and indeed are encouraged), whether of in-kind services, knowledge, time, or direct financial contributions. However, Directors and employees must be careful to ensure that charitable contributions are not used as a scheme to conceal bribery. No donation can be offered or made without the prior approval of the Head of Division or Executive Director and the Group Managing Director. The records of all charitable contributions shall be properly kept by the Company.
It is important that proper and complete records be maintained of all payments made to third parties in the usual course of business as these would serve as evidence that such payments were bona fide, and not linked to corrupt and/or unethical conduct. All accounts, invoices, documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with accuracy and completeness.
Employees must declare all hospitality or gifts accepted or offered, and submit details to the person in-charge who is assigned by the respective Division/Department for recording into a register which will be subject to internal audit review. Employees must also ensure that all expense claims relating to hospitality, gifts or expenses incurred to third parties are approved by the Head of Division/Department and must be specifically recorded the reason for such expenditure.
7. COMPLIANCE TO THE LAW
The Group will comply with all applicable laws, rules and regulations of the Governments, commissions and exchanges in jurisdictions within which the Group operates. Directors and employees are expected to understand and comply with the Malaysian Anti-Corruption Commission Act 2009 (including any amendment thereof). The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.
8. REPORTING OF VIOLATIONS OF THE POLICY
Any Employee who knows of, or suspects, a violation of the Policy, is encouraged to whistle blow or report the concerns through the mechanism set out under the Group’s Whistle Blowing Policy. It is important that you tell the Chairman of Whistleblowing Committee as soon as possible if you are being offered a bribe. The provision, protection and procedure of the Whistle Blowing Policy for reporting of the violations of the Policy are available on the Company’s website. No individual will be discriminated against or suffer any sort or manner of retaliation for raising genuine concerns or reporting in good faith on violations or suspected violations of the Policy. All reports will be treated confidentially.
9. PENALTY (SECTION 24 MALAYSIAN ANTI-CORRUPTION COMMISSION ACT 2009 (ACT 694))
Failure to report an act of giving and offering bribes is an offence under the section above-mentioned. Corruption is punishable by imprisonment not exceeding 20 years and a fine of not less than five (5) times the sum or value of the gratification that is subject matter of the offence, where gratification is capable of being valued or is of a pecuniary nature, or RM10,000 whichever is higher.
10. REVIEW OF THE POLICY
The Board will monitor compliance with the Policy and review the Policy regularly to ensure that it continues to remain relevant and appropriate.
APPROVED BY THE BOARD OF DIRECTORS ON 27 NOVEMBER 2020