Board Charter

Purpose
The primary objective of the Company's Board Charter is to set out the responsibilities of the Board of Directors ("the Board") of Dolomite Corporation Berhad.

Board Composition
The Company is managed and led by an effective Board, which comprises six (6) directors, one (1) is executive and five (5) are non-executive of whom two (2) are independent. The composition complies with the Listing Requirements, which requires one third (1/3) or at least two (2), whichever is the higher, of the Board shall comprise independent directors.

The current Board brings with them years of experience in various fields of expertise, ranging from business, accountancy and legal to engineering and manufacturing of building materials in order to reach effective decisions in governing the Group.

The presence of the Independent Directors is essential as they provide unbiased and independent view, advice and judgment as well as safeguard the interests of other parties like minority shareholders. They are independent of both the management and shareholders of the Company, and are free from any business or other conflict of interests which may interfere with the discharge of their duties and in making independent judgment.

Roles of Board
The Board of Directors is responsible for supervising the management of the business and affairs of the Corporation in a way which ensures that the interests of shareholders and stakeholders are promoted and protected. In discharging this duty, the Board has the following overall responsibilities:
  • Adoption of strategic plans
  • Giving strategic direction to the Company, appoint the Managing Director and ensure that succession is planned
  • Retaining full and effective control over the Company, and monitoring management in implementing Board plans and strategies
  • Monitoring of operational performance and management
  • Preparation and integrity of the annual financial statements and all related information
  • Recording the facts and assumptions on which it relies to conclude that the business will continue as a going concern in the financial year ahead or why it will not, and in that case, what steps the Board is taking to remedy the situation
  • Defining levels of materiality, reserving specific power to itself and delegating other matters with the necessary written authority to management
  • Maintenance of adequate accounting records
  • Adequately safeguarding, verifying and maintaining accountability of assets
  • Preventing and detecting material misstatement and loss
  • Determination of policy and processes to ensure the integrity of the Company's risk management and internal control procedures
  • Implementing proper systems of internal control which are designed to provide reasonable, but not absolute, assurance as to the reliability of the financial statements
  • Ensuring that the Company complies with all relevant laws, regulations and codes of business practice, and that it communicates with its shareholders and relevant stakeholders (internal and external) openly and promptly and with substance prevailing over form
  • Assessing its composition to consider whether its size, diversity and demographics makes it effective
  • The communications policy of the Company
  • Director selection, orientation and evaluation
  • Ensuring that there is an appropriate balance of power and authority on the Board, such that no individual or block of individuals can dominate the Board's decision making
  • Ensuring that each item of special business included in the notice of the annual general meeting, or any other shareholder meeting, is accompanied by a full explanation of the effects of the proposed resolution
  • Encouraging shareholders to attend annual general meetings and other Company meetings, at which the directors should be present
  • Defining and monitoring the information needs of the Board. The Board should have unrestricted access to all Company information, documents, records and property
  • Identification and monitoring of the non-financial aspects relevant to the business of the Company
  • Ensuring that the duties of directors as prescribed by the Companies Act are carried out
The Board may delegate any of its responsibilities to committees of the Board.

Chairman and Managing Director Responsibilities
Tan Sri Dato’ Seri Mohd Jamil bin Johari was appointed to the Board of Directors on 25 July 2005 as the Chairman of Dolomite Corporation Berhad. The Chairman is an independent non-executive director and has no executive functions.

The Chairman is responsible for:
  • Leading the Board in its duties to the Group;
  • Ensuring there are processes and procedures in place to evaluate the performance of the Board, its committees and its individual directors;
  • Facilitating effective review, analysis and discussion at Board meetings; and
  • Ensuring effective communication with shareholders and stakeholders
The Managing Director, Mr Lew Choong Keong, is responsible for the Group’s business direction, operational performance and strategic management of the Group’s resources. The separation of this role from that of the Chairman ensures a balance of authority and precludes any one director from exercising unfettered powers of decision making.

In addition to the above, Mr Jeffrey Gerard Gomez is the Senior Independent Non-Executive Director to whom concerns of individuals, internal and external may be conveyed.

Committees
To assist the Board in fulfilling its duties and responsibilities, it has established three Committees:
  1. Nominations Committee;
  2. Remuneration Committee; and
  3. Audit Committee
Each Committee has a formal Terms of Reference and has been granted certain delegations.

Each Committee has an obligation to report on its Meetings to the Board and minutes of all Committee Meetings are made available to all Directors.

Meetings
Meetings of the Board will be held as frequently as the Board considers appropriate, but it will normally meet not less than four times a year. Any Board member may call further meetings if required.

Reasonable notice of meetings and the business to be conducted shall be given to members of the Board.

The Chairman, at his discretion, may invite other executives to attend and to be heard at meetings of the Board.

Proceeding at Meetings
Unless varied by these terms of reference, meetings and proceedings of the Board will be governed by the Company's articles of association.

The company secretary shall take minutes of the meetings and these shall be reviewed and approved by the members of the Board.

Conflicts of Interest
Directors must keep the Board advised, on an on-going basis, of any interest that could potentially conflict with those of the Company.

If any matter is to be discussed at a meeting of the Board which would involve one or more directors having a material conflict of interest, then those directors;
  • will declare that conflict of interest;
  • will not receive the relevant papers;
  • will not be present at the meeting whilst the matter is considered; and
  • will not participate in any decision on the matter or be informed the decision has been taken.
Confidentiality
All proceedings of the Board, including papers submitted and presentations made to the Board, shall be kept confidential and will not be disclosed or released to any person other than Board members, except as required by law or as agreed by the Board.

General
The Board, in carrying out its tasks under these terms of reference, may obtain such outside or other independent professional advice as it considers necessary to carry out its duties.

The Board will ensure that members of the Board will have access to professional advice, both inside and outside the Company, in order for it to properly perform its duties.

This Board Charter may be amended as required, subject to the approval of the Board.

This charter of the Board is to be reviewed by the Board annually to provide assurance that it remains consistent with the Board’s objectives and responsibilities.








 
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