• Largest thermoforming company in Malaysia
  • ir@@scgmbhd.com

Board of Director Charter

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1.0 INTRODUCTION

The Board of SCGM Bhd (“SCGM”) places importance in adhering to Corporate
Governance as it attributes to the success of SCGM’s business. The Board is
unreservedly committed to applying the following principles of good governance in all
of its business dealings in respect of its shareholders and relevant stakeholders:-

  • 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;
  • 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 to the Company for achieving a high level
    of good governance;
  • In carrying out its responsibilities, the Board undertakes to secure the interests
    of shareholders, stakeholders which include the employees, suppliers,
    customers, bankers and financial institutions and the broader community –
    honestly, diligently, fairly and in accordance with all applicable laws.
  • The Board Charter shall continue and form an integral part of each Director’s
    duties and responsibilities.

This Board Charter is not a total document and should be read as an expression of
principle for optimizing corporate performance and accountability. The Board will
review and update (if necessary) the Board Charter on an annual basis.

 

2.0 OBJECTIVES

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 legislations and regulations affecting their conduct and that
the principles and practices of good corporate governance are applied in all their
dealings in respect and on behalf of the Company.

3.0 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.

3.2 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:-


3.2.1 Lead and manage the Company in an effective and responsible
manner;


3.2.2 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;


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


3.2.4 Business sustainability and the sustainability statements;


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

3.2.6 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;


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


3.2.8 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;


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


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


(i) How the corporation interacts with analysts, investors, other key
stakeholders and the public.


(ii) Measures for the corporation to comply with its continuous and
timely disclosure obligations.


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

(i) Enhancing the organization’s public image, reputation and
credibility
(ii) Providing contacts or network for the corporation
(iii) Being loyal to the corporation
(iv) Supporting the decisions of the majority of the Board of Directors
and
(v) 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.

3.2.12 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.

3.2.13 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.

3.3 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.

3.3.1 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.

3.3.2 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

3.4.1 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.


3.4.2 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.


3.4.3 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.


3.4.4 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.


3.4.5 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

3.4.6 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.


3.4.7 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


3.5.1 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.


3.5.2 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.


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


3.5.4 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.


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


3.5.6 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


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


3.6.2 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.


3.6.3 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

3.7.1 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.


3.7.2 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.


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


3.7.4 Amongst others, the Board papers should include the following:-


(a) Quarterly financial report of the Company;
(b) Minutes of meetings of all Committees of the Board;
(c) A current review of the operations of the Company;
(d) Reports on Related Party Transactions (if any);
(e) Directors’ and Substantial Shareholders’ share-dealings; and
(f) Annual Management Plans / Budget reports.


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


4.0 EXECUTIVE CHAIRMAN, MANAGING DIRECTOR, DEPUTY MANAGING
DIRECTOR AND EXECUTIVE DIRECTOR


The Company aims to ensure a balance of power and authority between the
Executive Chairman, Managing Director, Deputy Managing Director and Executive
Director with a clear division of responsibility between the running of the Board and
the Company’s business respectively. The positions of the Executive Chairman,
Managing Director, Deputy Managing Director and Executive Director are separated
and clearly defined.

4.1 Role of the Executive Chairman

Guiding Principle

The Executive Chairman is responsible for leadership of the Board in
ensuring the effectiveness of all aspects of his role to meet the vision
and mission of the Group.

Decisions of the Board are made collectively during Board meetings. In order to ensure that meetings are properly facilitated, and the Board is properly led, the Executive Chairman plays a crucial and pivotal leadership role in ensuring that the Board works effectively. The Executive Chairman of the Board shall preside all General Meetings of the Company.

Executive Chairman of the Board endeavors to create an environment which promotes constructive deliberations leading to effective contributions by each Board member during Board meetings. Further, Executive Chairman must be able to manage personal conflicts and help to focus the Board on what really matters as opposed to simply ploughing through the agenda.

The Executive Chairman is responsible for the following:-

  1. Provide leadership and run the Board effectively with the assistance of
    the Board Committees and management;
  2. Ensure the whole Board plays a full and constructive part in developing
    and determining the Group’s strategy and overall business and
    commercial objectives;
  3. Ensure the Board annually reviews its performance and is balanced so
    as to achieve its effectiveness;
  4. Ensure the Board members are well briefed and have access to
    information on all aspects of the company’s operations;
  5. Setting the Board meeting agenda for consideration, giving emphasis on
    important issues challenged by the Group with emphasis on strategic,
    rather than operational issues;
  6. Chairing of general meetings and Board meetings;
  7. Act as the Group’s representative and or to delegate to other Board
    Members in its dealing with external parties;
  8. Help guide the Group on long term strategic opportunities and represent
    the Group with key industry, civic and philanthropic constituents; and
  9. Promote the highest standards of integrity, probity and corporate
    governance of the Group; and
  10. Ensure that general meetings of the Company are conducted efficiently
    and that shareholders have adequate opportunity to air their views and
    obtain answers to their queries.

 4.2 Role of the Managing Director (MD)

Guiding Principle
MD is responsible to the Board for the day-to-day management of the Company and for fulfilling all policy matters set by the Board.

These are expounded below.

The MD leads the management team. The Board holds the MD accountable for the performance of the management team.


The key roles of the MD are:-

  1. Manage the Group’s business and ensure that operational planning
    and control systems are in place;
  2. Accountable and responsible for the Group’s operations and financial
    performance. Formulate and recommend business and financial
    strategies and plans to develop the company’s business and to
    implement these plans to achieve agreed performance targets;
  3. Lead management and employees and express his clear leadership;
  4. Prepare and implement strategic plans;
  5. Submit and implement acquisition / investment proposals;
  6. Develop an organizational structure with the necessary succession
    planning;
  7. Promote communications internally and externally for the Group as
    the chief communicator by monitoring the goals, visions, missions and
    challenges.
  8. Maintain a friendly environment and develop organization culture,
    values and reputation in its markets;
  9. Have a good corporate social responsibility program for shareholders,
    staff, customers, suppliers, partners and regulatory / official bodies;
  10. Ensure the executive team implements the decisions of the Board and
    its Committees; and
  11. Assist the Executive Chairman in drawing up the agenda for Board
    meetings by providing input in relation to important strategic issues
    facing the business.

4.3 Role of the Deputy Managing Director (DMD)

 

Guiding Principle


DMD is responsible to the Board for the day-to-day overall production operational activities and to assist Managing Director implement all policy matters set by the Board.

These are expounded below.

The DMD leads the production team. The Board holds the DMD accountable for the performance of the production team.

The key roles of the DMD are:-

  1. Provide support to the Board to ensure that the Company and the
    Group achieves its production objectives and creates a safe working
    environment that promotes staff commitment to the achievement of the
    organizational vision, mission and strategy;
  2. Has overarching responsibility for all production activities in the
    Company and will provide guidance for policy and strategic direction
    for all production matters;
  3. Responsible for ensuring the provision of up to date manufacturing
    technology to support the automation process design, implementation,
    monitoring and communications;
  4. Provide leadership and direction in establishing work procedures,
    schedules and workflow to improve efficiency and effectiveness of
    operations;
  5. Represent the Company to major customers and leads the
    commitment to product quality and services; and
  6. Assist the Executive Chairman in preparing the Company’s budget for
    planned capital expenditures.
  7. In the absence of the MD and the normal functions of the MD cannot
    be carried out, the DMD will take the role as the acting MD until the
    MD resumes carrying out his normal duties or a new MD has been
    elected and appointed by the Board.
  8. At the request of the MD, to support the MD in the performance of the
    role and function of the MD.

Guiding Principle


ED is responsible to the Board for the day-to-day management of the respective units to achieve the Company’s goals and objectives target and to implement all policy matters set by the Board.

These are expounded below.

ED leads the logistics team. The Board holds the ED accountable for the performance of the logistics team. The key roles of the ED are:-

  1. Responsible for day-to-day management of the truck fleet with all
    powers, discretions and delegations authorized, from time to time by
    the Board;
  2. Develop annual operational plans and annual budgets, consistent
    with agreed strategies and presentation to the MD;
  3. Be responsible to develop and run the supply chain in the most
    efficient and effective ways and strive to keep the transportation
    costs low.
  4. Provide leadership to the logistics staff in organising and scheduling
    the flow of goods necessary to the smooth running of the supply
    chain activities;
  5. Ensure the level of service provided by all staff is consistent with the
    business principles and meets the customers’ expectation
  6. Develop and maintain an effective framework of internal control over
    risks in relation to supply chain activities;

5.0 BOARD COMMITTEES

Guiding Principle
The Board shall from time to time establish standing and ad hoc committees
to assist it in carrying out its responsibilities.

 

5.1 To assist the Board in fulfilling its duties and responsibilities, the Board has
established the following Committees:-

  1. Audit Committee;
  2. Nomination Committee
  3. Remuneration Committee.

 

 

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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    ir@scgmbhd.com

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