• Largest thermoforming company in Malaysia
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Board Charter The Board

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  1. THE BOARD


3.1

Directors’ Profile

   
 

3.1.1

Dato’ Sri Lee Hock Seng– Executive Chairman

     
   

Dato’ Sri Lee Hock Seng, Malaysian, aged 67, was appointed as the Executive Chairman cum Managing Director of SCGM Bhd (“SCGM”) on 19 December 2007. He is one of the founders of Lee Soon Seng Plastic Industries Sdn. Bhd. (“LSSPI”), a wholly owned subsidiary of the Company and has been the Managing Director of LSSPI since its incorporation on 4 May 1984.


Dato’ Sri Lee Hock Seng started his career in 1969 as a Marketing and Distribution personnel with Lee Soon Seng, a distributor and wholesaler for F&N (M) Sdn Bhd. In 1984, he left Lee Soon Seng to set up LSSPI. Presently, he is responsible for the strategic business development and future directions of our Group. He frequently travels abroad to keep abreast with the latest developments in the packaging industry and to explore new market prospects for our Group. Furthermore, his responsibilities also include the development and implementation of marketing strategies and product distribution. He was awarded the DIMP which carries the title of Dato’ and the SSAP which carries the title of Dato’ Sri by the Sultan of Pahang in 2010 and 2012 respectively.

   

He religuished the post of Managing Director on 9 December 2015 and remained Executive Chairman.

 

3.1.2

Dato’ Sri Lee Hock Chai-Managing Director

     
   

Dato’ Sri Lee Hock Chai, Malaysian, aged 55, was appointed as the Executive Director of SCGM on 19 December 2007 and re-designated as Managing Director on 9 December 2015. He is one of the founders of LSSPI and has been its Executive Directors since its incorporation on 4 May 1984.


He began his career with LSSPI since 1984. His responsibilities include developing new products and providing engineering support, machinery and factory facility maintenance. He has been promoted to the position of Managing Director since 9 December 2015. He is responsible for the formulation and execution of the corporate strategic plan.  



He has more thirty-three (33) years of experience in the field of research and development. He was awarded the SSAP which carries the title of Dato’ Sri by the Sultan of Pahang in 2012.

     
 

3.1.3

Dato’ Sri Lee Hock Guan–Deputy Managing Director

     
   

Dato’ Sri Lee Hock Guan, Malaysian, aged 57, was appointed as the Executive Director of SCGM on 19 December 2007 and was promoted to Deputy Managing Director on 15 March 2017. He has been the Executive Director of LSSPI since 4 May 1984.


Dato’ Sri Lee began his career in food packaging, as distributor and wholesaler since 1979. As a Deputy Managing Director, he is responsible on the overall planning for raw material requirements, manpower and production capacity, leading the general machinery maintenance and ensuring overall safety in production activities. He frequently travels abroad to enhance his knowledge in new manufacturing technology and process automation for production. He has more than thirty-three (33) years of experience in the field of production. He was awarded the SSAP which carries the title of Dato’ Sri by the Sultan of Pahang in 2012.

     
 

3.1.4

Lee Hock Meng – Executive Director

     
   

Mr. Lee Hock Meng, Malaysian, aged 64, was appointed as the Executive Director of SCGM on 19 December 2007. He has been the Executive Director of LSSPI since 4 May 1984.  He is presently responsible for overseeing shipping and logistic arrangements for the Group.

     
 

3.1.5

Amrik Singh Harcharan Singh – Independent Non-Executive Director

     
   

Mr. Amrik Singh Harcharan Singh, Malaysian, aged 48, was appointed as the Independent Non-Executive Director of SCGM on 19 December 2007. He graduated with an Honours Degree from the University of London in 1994 and later obtained a Certificate in Legal Practice to qualify as an Advocate and Solicitor in 1996. He has more than sixteen (16) years experience in handling civil litigation matters, as well as Industrial Court cases. He has been appointed as the legal adviser and counsel for the Food Industry Employees Union for the state of Johor, Malaysia which is recognised by the United Nations.

He is currently acting as counsel for more than five (5) legal firms throughout the country. He is also running his own legal advisory firm under the name of Messrs. Amrik Singh and Co. since 2003. He is a member of the Audit Committee and the Nomination Committee of the Company.

     
 

3.1.6

Tang Nai Soon – Independent Non-Executive Director

     
   

Mr. Tang Nai Soon, Malaysian, aged 48, was appointed as the Independent Non-Executive Director of SCGM on 19 December 2007. He graduated with a degree in Computer Science (Hons) from Universiti Teknologi Malaysia (UTM) in 1993. Up to 1994, he worked as a marketing executive in CTE Computer (M) Sdn Bhd, Johor Bahru. Subsequently, he worked as the personal assistant for YB Datuk Lim Si Cheng, Member of Parliament for Senai/Kulai from June 1995 until 1996 (to confirm). He was the Kulai District Councillor from 1996 to 2006. He was also appointed as the Advisor for the Juvenile Court in Johor Bahru as well as the Village Chief of the Ayer Bemban New Village in 2006 and 2007, respectively.


Mr. Tang was the Pekan Nenas state assemblyman from 2008 to 2013 and was also the Special Assistant to Minister in The Prime Minister's Department. He serves as the Chairman of the Nomination Committee and is a member of the Audit Committee and the Remuneration Committee of the Company.

     
 

3.1.7

Wong Tun Boon – Independent Non-Executive Director

     
   

Mr. Wong Tun Boon, Malaysian, aged 41, was appointed as the Independent Non-Executive Director of SCGM on 19 December 2007. He holds a Bachelor of Commerce (Honours) degree from the University of Windsor, Canada, which he obtained in 1998. After graduation up to 2001, he worked in two (2) audit firms, namely Syarikat Y.S. Tay and Azman, Wong, Salleh & Co. He also completed his post graduate studies and was conferred the Masters Degree of Business by the Victoria University of Technology, Australia in 2001. He joined M. S. Wong & Co. in Johor as an audit & tax senior executive from 2001 to 2005. In 2004, Mr. Wong fulfilled all related practical requirements and was successfully admitted as a member of the Certified Practicing Accountant (CPA), Australia and also a member of the Malaysia Institute of Accountants (“MIA”).


Mr Wong had set up his own firm in Johor and has been practicing as a Chartered Accountant and Company Secretary since then. His firm, Thomas Wong & Co., which is registered with MIA, provides a range of complementary professional services such as accountancy, secretarial and taxation services. He is also a Government Licensed Tax Consultant approved by the Ministry of Finance. He is the Chairman of the Audit Committee and the Remuneration Committee, and is a member of the Nomination Committee of the Company.

     


  1. Role of the Board



Guiding Principle


The Board’s role is to provide strategic guidance to the Company within a framework of prudent and effective controls which enables risk to be assessed and managed. The Board should set the Company’s strategic aims, ensure that the necessary financial and human resources are in place for the Company to meet its objectives and review management performance.

 


The basic responsibility of the Directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders.


The Board’s responsibilities encompass the following:-


  1. Lead and manage the Company in an effective and responsible manner;


  1. Establish the corporate vision and mission, as well as the philosophy of the Company, setting the aims of the management and monitoring the performance of the management;


  1. Monitor financial outcomes and the integrity of internal and external reporting, in particular approving annual budgets and longer term strategic and business plans;


  1. Business sustainability and the sustainability statements;


  1. Assess the effectiveness of the Board of Directors as a whole, the Committees of the Board and the contribution of each director;


  1. To identify principal risks and to ensure the implementation of appropriate systems to protect the Company’s assets and to minimize the possibility of the Company operating beyond acceptable risk parameters;


  1. To keep pace with the modern risk of business and other aspects of governance that encourage enhancement of effectiveness in Board and management;


  1. To review the adequacy and integrity of the group’s internal control systems and management information systems including systems for compliance with applicable laws, regulations, rules, directives and guidelines;


  1. Succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing Board and the key management;


  1. Establish and review annually corporate communication policies with respect to the following:-


  1. How the corporation interacts with analysts, investors, other key stakeholders and the public.


  1. Measures for the corporation to comply with its continuous and timely disclosure obligations.


  1. For each member of the Board of Directors, act as representatives of the corporation in


  1. Enhancing the organization’s public image, reputation and credibility


  1. Providing contacts or network for the corporation


  1. Being loyal to the corporation


  1. Supporting the decisions of the majority of the Board of Directors and


  1. Identifying, evaluating and carrying out profitable business opportunity for the corporation, as well as providing the corporation with information on the market in which it operates.



  1. Ensure 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 that the corporation expects from its directors) and the nature and operation of the corporation’s business.


  1. In discharging its duties, the Board of Directors may engage the services of outside advisors at the expense of the corporation. The Board also allows, any Board committee or director to engage the services of an outside advisor at the expense of the corporation, to adequately carry out such committee’s duties, where the circumstances so warrant, subject to the Board of Director’s approval.



  1. Board Structure



Guiding Principle


The Board should include a balance of executive and NED (and in particular independent NED) such that the balance of skills and experience is appropriate for the requirement of the Company.



  1. The Regulations governing the management of SCGM are found in the Company’s Articles of Association which stipulates among others, the appointment and number of Directors, the election of Chairman of the Board; who will preside at all Board meetings and rotation of directors, etc.



  1. The Board is made up of Directors with various working experience, their background and expertise. It attributes the balance Board composition.



3.4

Composition and Board Balance


  1. The number of Directors shall not be less than 2 and not more than 9 unless otherwise determined by a general meeting, as stipulated in the Company’s Articles of Association. At least 1/3 of the Board members are Independent Non-Executive. Currently, SCGM Board members comprise of 4 Executive Directors and 3 Independent Non-Executive Directors.


  1. The Board membership should reflect a greater board diversity with an appropriate balance between executives possessing extensive direct experience and expertise in the core business activities of the Company, and non-executive members who have outstanding track records and reputations attained at the highest levels of business and commerce generally, and who are able to bring to the Board a broad range of general commercial expertise and experience. The Board is assessed based on their merit but not on gender diversity.  


  1. The Board is the Company’s decision-making body. It is therefore imperative that the Board should be sized in a manner most effective to facilitate decision-makings and deliberation processes.


  1. A strong and independent element on the Board should be present to exercise independent objective judgment on the corporate affairs of the Company, no individual or small group of individuals is allowed to dominate the Board’s decision-making process.


  1. The Board appoints its Senior Independent Non-Executive Director, Mr. Wong Tun Boon to whom shareholders’ concern can be conveyed to his email account at This email address is being protected from spambots. You need JavaScript enabled to view it. if there are reasons that contact through the normal channels of the Managing Director has failed to resolve them.


  1. In considering potential new directors, the Board should seek to identify candidates with appropriate skills and experience to contribute to the effective direction of the Company, who can exercise an independent and informed judgment on matters which come before the Board.


  1. The Board composition should be reviewed annually by the Board to ensure that the non-executive directors between them bring the range of skills, knowledge and experience necessary to direct the Company going forward.



3.5

Appointment


  1. The appointment of a new Director is a matter of consideration and decision by all members of the Board upon appropriate recommendation from the Nomination Committee.


  1. The Company Secretary who is a qualified Chartered Secretary of MAICSA member, has the responsibility in ensuring that relevant procedures relating to the appointments of new Directors are properly executed.


  1. All new directors appointed to the Board should undertake a formal induction programme.


  1. In addition to the Mandatory Accredited Programme (MAP) as required by the Bursa Malaysia Securities Berhad, Board members are also encouraged to attend training programmes conducted by highly competent professionals which are relevant to the Company’s operations and business and also for the Board to update itself in relation to new developments pertaining to the laws and regulations and changing commercial risks which may affect the Board and the Company.


  1. The Board will assess the training needs of the Directors and disclose in the Annual Report the trainings attended by the Directors.


  1. The directorship held by any Board member at any one time shall not exceed five (5) in listed companies.



3.6

Re-election / Re-appointment


  1. One-third (1/3) of the Directors are subject to retirement by rotation yearly or at the interval of every three (3) years.


  1. The tenure of Independent Directors is capped to a cumulative period of 9 years. Thereafter, the office of independent director is subject to members’ approval on yearly basis.


  1. If the Board continues to retain the Independent Director after the twelfth year, the Board should provide justification and seek annual shareholders’ approval through a two-tier voting process.



3.7

Supply of Information


  1. The Company aims to provide all Directors with timely and quality information and in a form and manner appropriate for them to discharge their duties effectively.


  1. The management is responsible in providing the Board with the required information in an appropriate and timely manner. The Managing Director, assisted by the Company Secretary, will assess the type of information required to be provided to the Board. If the information provided by the management is insufficient, the Board will make further enquiries where necessary to which the persons responsible will respond as fully and promptly as possible.


  1. A full agenda and comprehensive Board papers should be circulated to all Directors 5 days well in advance of each meeting.


  1. Amongst others, the Board papers should include the following:-


  1. Quarterly financial report of the Company;

  2. Minutes of meetings of all Committees of the Board;

  3. A current review of the operations of the Company;

  4. Reports on Related Party Transactions (if any);

  5. Directors’ and Substantial Shareholders’ share-dealings; and

  6. Annual Management Plans / Budget reports.


  1. Minutes of each Board meeting should be kept by the Company Secretary and should be available for inspection by any Director during office hours.

 
     
     
 

Over 35 years experience and knowledge of international manufacturing standards, we are dedicated to provide the best and economical solutions to our valued customers. Serving more than 30 countries, we strive to provide the most competitive pricing with highest quality.

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Contact us

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    PTD109444 Jalan Sengkang,
    Kulai Johor 81000 Malaysia.

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    (+60) 7 652 2288

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    ir@scgmbhd.com

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    Mon - Fri   : 08:00 – 17:30

    Saturday   : 08:00 - 13:30
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