Profile
Corporate Profile
Therefore, CFM strives towards attaining customer satisfaction by embodying their goals which are:
- To be a total solutions provider towards customers’ printing and packaging requirement.
- To execute these solutions to the highest possible standards within the shortest possible time frame.
- To be the leader in the field by adhering to highest standards of quality control and excellence in customer service.
CFM is reputed to be a promising company that specializes in printing and distributing computer forms, stock forms and specialized forms. With dedicated personnel, CFM will be the ultimate company in the future specializing in its field
Board Charter
OVERVIEW
The Board of Directors of Computer Forms (Malaysia) Berhad (“CFM” or the “Company”) (“Board”) is fully committed towards ensuring good corporate governance practices are implemented and maintained throughout the Company and its subsidiaries (“Group”) as a fundamental part of discharging its duties to enhance shareholders’ values consistent with the principles and best practices set out in the Malaysian Code on Corporate Governance issued by the Securities Commission Malaysia (“Code”). The Board supports the highest standards of corporate governance and the development of best practices for the Group.
This Board Charter sets out the composition and balance, roles and responsibilities, operation and processes of the Board and to ensure that all the Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members.
1.1 Size and Composition
The Group is led by an effective and experienced Board comprising members who have varied experience in general business and financial aspects as well as in the technical and operational aspects.
The presence of the Independent Non-Executive Directors on the Board and in meetings ensures that decisions made by the Board remain objective and independent and the interests of minority shareholders are addressed and accorded with due consideration.
The Constitution of the Company provides for a minimum of two (2) Directors. At any one time, at least two (2) or one-third (1/3) of the Board, whichever is higher, are to be Independent Directors.
The composition and size of the Board are reviewed from time to time to ensure its appropriateness.
1.2 Nomination and Appointments
The members of the Board are appointed in a formal and transparent practice as endorsed by the Code. The Nomination Committee (“NC”) will make recommendations to the Board who will then go through the list of candidates identified and arrive at a decision on the appointment of the Director. The Company Secretary will then ensure that all appointments are properly made and that all the legal and regulatory obligations are met.
Appointment of Directors are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. The Board may utilise independent sources to identify suitably qualified candidate.
All Board members shall notify the Chairman of the Board before accepting any new Directorship in other companies. The notification shall include an indication of time that will be spent on the new appointment. The Chairman shall also notify the Board if he has any new Directorship or significant commitments outside the Company.
1.3 Re-election
In accordance with the Company’s Constitution, all Directors appointed are subject to re-election by the shareholders at the annual general meeting following their appointment. At least one-third (1/3) of the Directors are required to retire from office by rotation annually and shall be eligible for re-election at each annual general meeting.
1.4 Independence
The presence of Independent Non-Executive Directors ensures that views, consideration, judgment and discretion exercised by the Board in decision-making remain objective and independent whilst assuring the interests of other parties such as minority shareholders are fully addressed and adequately protected as well as being accorded with due consideration.
1.5 Tenure of Independent Director
The tenure of an Independent Director shall not exceed a term limit of nine (9) years. However, upon completion of the nine (9) years tenure, the Independent Director may continue to serve the Board subject to the Director’s re-designation as a Non-Independent Director. In the event the Director is to remain designated as an Independent Director, the Board should provide justification and seek annual shareholders’ approval through a two-tier voting process.
1.6 Evaluation of the Directors and the Board as a whole
The Board recognises the importance of assessing the effectiveness of individual Directors, the Board as a whole and its Committees. The NC is given the task to review and evaluate the individual Director’s performance and the effectiveness of the Board and the Board’s committees on an annual basis. In assessing the suitability of candidates, considerations will be given to the competencies, commitment, contribution and performance.
The NC is required to report annually to the Board an assessment of the Board’s and its committees’ performance and this will be discussed with the full Board. Every year, the NC will evaluate each individual Director’s contributions to the effectiveness of the Board and the relevant Board committees.
2.1 Board Responsibilities
The Executive Directors (“EDs”) of the Company together with management have the responsibility to manage the day-to-day operations of the business, implementation of Board policies and making strategic decisions for the expansion of the business. The Non-Executive Directors contribute their expertise and experiences to give independent judgment to the Board on issues of strategy, performance and resources including major policies, key directions and standards of conduct.
The Board is responsible for the overall corporate governance of the Group including reviewing, adopting and approving the Group’s overall strategic direction, business plans, key operational initiatives, annual budget, major acquisitions or disposal of undertakings, capital commitments and funding decisions. Further, the Board also oversees the conduct and sustainability of the Group’s business, assuming the responsibility for succession planning, reviewing the risk management process and internal control systems to minimise the downside risk for the Group in its business endeavours and to ensure compliance with relevant rules and regulations.
The Directors are required to declare their direct and indirect interests in the Company and related companies. The Directors are also responsible to declare whether they and/or any person(s) connected with them have any potential conflict of interest in any transaction and/or in any contract with the Company and/or any of its related companies. Any Director who has an interest in any related party transaction shall abstain from the Board’s deliberation and voting and shall ensure that he or she and person(s) connected to him or her will abstain from voting on the related resolution.
2.2 Accountability and Audit
- Financial Reporting
The Board has overall responsibility for the quality and completeness of the financial statements of the Company and the Group, both on a quarterly and full year basis, and has a duty to ensure that those financial statements are prepared based on appropriate and consistently applied accounting policies, supported by reasonably prudent judgment and estimates and in accordance to the applicable financial reporting standards.
The Audit Committee (“AC”) plays a crucial role in assisting the Board to scrutinise the information for disclosure to shareholders to ensure material accuracy, adequacy and timeliness.
- Internal Control and Risk Management
The Board is responsible for maintaining a sound system of internal control to safeguard shareholders’ investments and the Company’s assets and for reviewing the adequacy and integrity of the system. The system of internal control covers not only financial controls but operational and compliance controls and risk management.
Risk management is an integral part of the Group’s business operations and it is subject to periodic reviews by the Board. The Group has adopted a structured risk management framework with discussions involving different levels of managements to identify and address risks faced by the Group.
Management is responsible for implementing the processes for identifying, evaluating, monitoring and reporting of risks and internal control, taking appropriate and timely corrective actions as needed and for providing assurance to the Board that the processes have been carried out.
The AC has been entrusted by the Board to ensure the effectiveness of the Group’s internal control systems. The activities of the outsourced Internal Auditors are reported regularly to the AC which provides the required assurance to the Board in relation to the adequacy and integrity of the Group’s system of internal controls.
The Board recognises that identification, evaluation and management of significant risks faced by the Company are an ongoing process. The improvement of the system of internal controls is an on-going process and the Board maintains an on-going commitment to strengthen the Company’s control environment and processes.
The Company outsourced its internal audit function to an independent professional firm to help the Company to accomplish its goals by bringing an objective and disciplined approach to evaluate and improve the effectiveness of risk management, internal control, anti-corruption, whistleblowing and governance processes.
iii. Relationship with Auditors
The Group has established a transparent and appropriate relationship with both the outsourced Internal Auditors and the External Auditors. Such relationship allows the Group to seek professional advice on matters relating to compliance and corporate governance. The internal audit function of the Group is outsourced to a third party. As is done by the External Auditors, Internal Auditors too have direct reporting access to the Board and the AC to ensure that issues highlighted are addressed independently, objectively and impartially without any undue influence on the management.
2.3 Responsibilities of the Chairman and EDs
The Board’s Chairman is an independent non-executive member of the Board. The roles of the Chairman and the EDs are distinct and separate to ensure there is a balance of power and authority. The Chairman is responsible for the leadership, effectiveness, conduct and governance of the Board while the EDs have overall responsibility for the day-to-day management of the business and implementation of the Board’s policies and decisions. The EDs are accountable to the Board for the overall organisation, management and staffing of the Company and/or Group and for the procedures in financial and other matters including conduct and discipline.
2.4 Board Committees
The Board may from time to time establish Committees as is considered appropriate to assist in carrying out its duties and responsibilities. The Board delegates certain functions to the following Committees to assist in the execution of its responsibilities:-
- AC;
- NC; and iii. Remuneration Committee (“RC”).
The Committees shall operate under clearly defined terms of reference. The Committees are authorised by the Board to deal with and to deliberate on matters delegated to them within their terms of reference.
2.5 Company Secretary
The Board appoints the Company Secretary(ies) who plays an important advisory role and ensures that the Company Secretary fulfils the functions for which he/she has been appointed.
The Company Secretary is a central source of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company.
The appointment and removal of the Company Secretary is a matter for the Board as a whole. The Board recognises the fact that the Company Secretary should be suitably qualified and capable of carrying out the duties required.
All Board members, particularly the Chairman, have unrestricted access to the advice and services of the Company Secretary for the purposes of the Board’s affairs and the business.
3.1 Board Meetings
The Board meets at least four (4) times a year with additional meetings to be convened when necessary. The Directors receive notices of meetings typically at least five (5) business days prior to the date of the meeting, setting out the agenda for the meetings, complete with a full set of Board Papers. The Board Papers provide sufficient details of matters to be deliberated during the meeting and the information provided therein is not confined to financial data but includes also nonfinancial information, both quantitative and qualitative, which are deemed critical for the Directors’ knowledge and information in arriving at a sound and informed decision. Where necessary, senior management and/or external professionals may be invited to attend these meetings to clarify and/or explain matters being tabled.
Minutes of Board meetings together with decisions made by way of resolution passed are duly recorded and properly kept by the Company Secretary.
3.2 Directors’ Training
The Directors are encouraged to attend relevant seminars and training programmes to equip themselves with the knowledge to effectively discharge their duties as Directors. In addition, individual directors are responsible for determining their continuous training needs to keep abreast of changes in both the regulatory and business environments as well as new developments in the industry within which the Group operates.
The Board will assess the training needs of the Directors and ensure Directors have access to continuing education programme. The Board shall disclose in the Annual Report the trainings attended by the Directors.
3.3 Directors’ Remuneration
The Board, through the RC, establishes formal and transparent remuneration policies and procedures to attract and retain Directors. The RC has written Terms of Reference which details its authority and duties and the Terms of Reference are published on the Company’s website.
The Directors’ remuneration is structured so as to link rewards to their corporate and individual performance. The Board recognises that levels of remuneration must be sufficient to attract, retain and motivate the Directors of the quality and calibre required to manage the business of the Company and to align the interests of the Directors with those of the shareholders.
The Board will determine the level of remuneration of the Board members, taking into consideration the recommendations of the RC for the Executive Board members.
Non-executive Directors will be paid a basic fee as ordinary remuneration and will be paid a sum based on their responsibilities in committees and the Board, their attendance and/or special skills and expertise they bring to the Board. The fee shall be fixed in sums and not by a commission on or percentage of profits or turnover.
The Remuneration Policy sets out the remuneration for the Board and the RC to determine the remuneration of Directors and/or senior management of the Company which takes into account the demands, complexities and performance of the Company as well as skills and experience required. The Remuneration Policy will be periodically reviewed by the Board and is published on the Company’s website.
3.4 Access to Information and Independent Advice
The Directors have unrestricted access to information from the management, the Company Secretary, the outsourced Internal Auditors as well as the External Auditors of the Group in furtherance of their duties. If the need arises, they are free to obtain independent professional advice at the Company’s expense.
3.5 Investor Relations and Shareholder Communication
The Board values the importance of dissemination of information on major developments of the Group to shareholders, potential investors and general public in a timely and equitable manner. Quarterly results, announcements, annual reports and circulars serve as primary means of dissemination of information so that the shareholders are constantly kept abreast of the Group’s progress and development. The Company’s corporate website serves as one of the most convenient ways for shareholders and members of the public to gain access to corporate information, news and events relating to the Group.
The Board will ensure that the general meetings of the Company are conducted in an efficient manner and serve as a mode in shareholders communications. These include the supply of comprehensive and timely information to shareholders and the encouragement of active participation at the general meetings.
The Annual General Meeting (“AGM”) remains as a principal forum used by the Group for communication with its shareholders. During the AGM, shareholders are accorded time and opportunity to query the Board on the resolutions being proposed and also matters relating to the performance, developments within and the future direction of the Group. Shareholders are also invited to convey and share their inputs with the Board. Where applicable, the Board will also ensure that each item of special business that is included in the notice of meeting is accompanied by a full written explanation of that resolution and its effects to facilitate the understanding and evaluation of it.
The Board must ensure that the conduct of a virtual general meeting (fully virtual or hybrid) support meaningful engagement between the Board, senior management and shareholders. This includes having in place the required infrastructure and tools to support among others, a smooth broadcast of the general meeting and interactive participation by shareholders. This provides the opportunity for shareholders to have real-time interaction with the board and senior management including responses to any questions or remarks posed.
The Anti-Bribery and Anti-Corruption Policy provides information, scope and guidance on how to recognize and deal with bribery and/or corruption as well as to set out the procedure on how to raise concerns on breaches of the said Policy, without fear of reprisal.
The Board will review the Anti-Bribery and Anti-Corruption Policy periodically to ensure its effectiveness and consistency with the governing legislation and regulatory requirements. This Policy is published on the Company’s website.
The Whistle Blowing Policy serves to provide an avenue for all employees of the Group and members of the public to raise concerns or disclose any improper conduct within the Group and to take appropriate action to resolve them effectively.
The Board will review the Whistle Blowing Policy periodically and it is published on the Company’s website.
The Board will review this Board Charter from time to time and make any necessary amendments to ensure it remains consistent with the Board’s objectives, current law and practices. The Board Charter is made available for reference at the Company’s website.
This Board Charter was reviewed and revised by the Board on 1 July 2022.
Nomination Committee
Objectives
The primary objective of the Nomination Committee (“NC”) is to assist the Board in the appointment of new and replacement of directors as well as assessing the performance of directors on an ongoing basis.
- The BNC is responsible for proposing new nominees for the Main Board Of Directors (“Main BOD”) and the Committees.
- The actual decision as to who shall be nominated should be the responsibility of the BOD after considering the recommendations of the BNC.
- Duties of BNC includes:
a. Recommend to the Board, candidates for all directorships to be filled on the Main BOD
b. Consider in making recommendations, candidates for directorships proposed by the Chairman of the Board and, within the bounds of practicality, by any Director or shareholder.The Board Nomination Committee shall evaluate the candidates on the aspects of their:-
- skills, knowledge, expertise and experience;
- professionalism;
- integrity; and
- for position of independent director, the candidate’s ability to discharge such responsibilities/functions independently as expected from an Independent Director.
c. Recommend to the BOD, directors to fill the seats on the board committees.
- To develop, maintain and review the criteria used in the recruitment process and annual assessment of directors;
- To develop the criteria for the Board to assess independence of the Independent Directors;
- The BOD, through the BNC should annually review the required mix of skills, experiences and other qualities, including core competencies, which non-executive directors should contribute to the Board. This should be disclosed in the Annual Report as part of the Corporate Governance Disclosure.
- To review annually the structure, size and composition of the Board and make recommendations to the Board with regard to any changes deemed necessary;
- To assess annually the effectiveness of the Board as a whole, board committees, the contribution of each individual director as well as the assessment of the independence of the independent director(s) who has served the Company for more than nine years and who wish to be retained as independent director(s) of the Company notwithstanding;
- To review annually the term of office and performance of the CFM Audit Committee and each of its members to determine whether such Audit Committee and members have carried out their duties in accordance with the Audit Committee’s Terms of Reference; and
- To review the tenure of each director and annual re-election of a director should be contingent on satisfactory evaluation of the director’s performance and contribution to the Board.
- The BOD shall appoint the BNC from amongst their members, comprising exclusively of non-executive directors, a majority of whom must be independent. No alternate director can be appointed as a member.
- The members of BNC shall elect a Chairman from amongst their members.
- If for any reason, any number of members of the BNC fails to comply with the membership requirements, the BOD shall within three (3) months of the event, appoint such number of new members as may be required to fill the vacancy.
The BNC shall meet at least once a year, although additional meetings may be called at any time at the Chairman’s discretion and if requested by any member of the BOD. The BNC may invite any person to be in attendance at each meeting.
- The Chairman and any one (1) member present shall constitute a valid quorum.
- The Company Secretary or nominee will act as the Secretary.
- The Secretary shall keep minutes of the meeting proceedings, issue notices of meeting and circulates minutes among members of BNC.
Code of Conduct and Ethics
The Board of Directors (“the Board’) of COMPUTER FORMS (MALAYSIA) BERHAD (“CFM” or “the Company”) has adopted this Code of Conduct and Ethics for the Directors and/or employees of the Company and its subsidiary companies (“Code”). This Code describes the standards of business conduct and ethical behavior for Directors and/ or employees in the performance and exercise of their duties and responsibilities. The provisions of this Code are non-exhaustive but sets out basic principles to guide all the Directors and/ or employees of the Company and its subsidiary companies (“CFM Group” or “Group”).
COMPUTER FORMS (MALAYSIA) BERHAD
(Company No. 4423-H) ( Incorporated in
Malaysia)
CODE OF CONDUCT AND ETHICS
INTRODUCTION
The Board of Directors (“the Board’) of COMPUTER FORMS (MALAYSIA) BERHAD (“CFM” or “the Company”) has adopted this Code of Conduct and Ethics for the Directors and/or employees of the Company and its subsidiary companies (“Code”). This Code describes the standards of business conduct and ethical behavior for Directors and/ or employees in the performance and exercise of their duties and responsibilities. The provisions of this Code are non-exhaustive but sets out basic principles to guide all the Directors and/ or employees of the Company and its subsidiary companies (“CFM Group” or “Group”).
This Code is established to reflect the CFM Board’s commitment to such standards of business conduct and ethical behavior. This Code may not be a complete guide to cover all possible situations that might be encountered, and the Directors and/ or employees must exercise judgment in applying the principles embodied in this Code to any particular situation. The provisions of this Code are in addition to, and not in substitution for, any obligation imposed upon a director by agreement, common law, equity, statute or regulation.
1.0 Compliance with Laws, Rules and Regulations
1.1 Each Director shall comply with all applicable laws, rules and regulations, and shall use all reasonable efforts to oversee compliance of the same by members of the Management and employees with all applicable laws, rules and regulations.
1.2 Directors have the responsibility to be sufficiently familiar with legislation or regulations that apply to their directorships and to recognize potential liabilities, seeking legal advice where appropriate in accordance with the Company’s internal procedures governing the seeking of external advice by any Director.
1.3 Directors and employees must not engage in or give the appearance of being engaged in any illegal or improper conduct that is in violation of this Code.
2.0 Corporate Governance
2.1 Directors should have a clear understanding of the aim and objectives, capabilities and capacity of the Group and should at all times exercise their powers for the benefit of the Group. Directors should ensure that the Company or the Group is properly managed and effectively controlled.
COMPUTER FORMS (MALAYSIA) BERHAD
(Company No. 4423-H) ( Incorporated in
Malaysia)
Code
of Conduct and Ethics
2.2 Each Director should devote sufficient time and effort to attend meetings and to know what is required of the Board and of each director, and to discharge those functions. Therefore, Directors should limit the number of directorships they take up in accordance with the amount of available time at their disposal for the discharge of their duties.
2.3 Directors should stay abreast of the affairs of the Group and be kept informed of the Group’s compliance with relevant legislation and contractual requirements.
2.4 A Director should be willing to exercise independent judgment and, if necessary, oppose positions which in his/her view, are to the detriment of the Company or are contrary to the best interests of the Company or the Group.
2.5 Directors should insist on being kept informed on all matters of importance to the Company in order to be effective in corporate management; and should at all times promote professionalism and improve the competency of management and employees.
2.6 Directors should have access to the advice and services of the Company Secretary, who is responsible to the Board to ensure proper procedures, rules and regulations are complied with.
2.7 A Director should at all times act with utmost good faith towards the Company in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his duties.
2.8 Directors should be conscious of the interests of shareholders, employees, creditors, customers and other stakeholders.
3.0 Conduct of Business and Fair Dealing
3.1 No director/ employee shall:
- compete with the Company by providing services to a competitor, whether as an employee, officer or director;
- profit, or assist others to profit from any business opportunities that he/she gains by virtue of his/her position in the Company;
- profit, or assist others to profit, from confidential information of the Company and the Group;
- improperly influence or attempt to influence any business transaction between the Company and another entity, in which a director has a direct or indirect financial interest or acts as an employee, officer or director; or
- take unfair advantage of any customer, supplier, competitor or other person through manipulation, concealment, misrepresentation of material facts and/or other unfair practice.
COMPUTER FORMS (MALAYSIA) BERHAD
(Company No. 4423-H) ( Incorporated in
Malaysia)
Code
of Conduct and Ethics
4.0 Conflicts of Interest
4.1 Every Director/ employee has a duty to avoid business, financial or other direct or indirect interests or relationship which conflict with the interests of the Company or the Group, or which divides his/her loyalty to the Company or the Group. Each Director must deal at arm’s length with the Company or the Group and should disclose to the Chairman and fellow Board members, any conflict or any appearance of a conflict of interest on his/her part.
4.2 Directors, members of the Management and all employees are to avoid situation that present or create the appearance of a potential conflict between their own interests and those of the Group. Any situation that involves, or may reasonably be expected to involve a conflict of interest must be disclosed promptly to the management, or in the case of a Director, to the fellow Board members at the Board of Directors’ meeting of the Company or by notifying the Company Secretary. When the circumstances of the situation are permitted by the Management or the Board of Directors, it shall not be deemed a breach of this Code.
5.0 Use of Company Funds, Assets and Information
5.1 Each Director/ employee shall protect the Company’s or Group’s funds, assets and information and shall not use the Company’s or Group’s funds, assets or information to pursue personal opportunities or gain.
5.2 No Company’s or Group’s funds, assets or information shall be used for any unauthorised or unlawful purpose.
5.3 No undisclosed or unrecorded funds or assets of the Company or the Group shall be established for any purpose.
6.0 Use of Non-Public Information and Disclosure
6.1 The Directors/ employees must keep confidential all information that would reasonably be considered to be confidential, including but not limited to terms and conditions of contracts entered into by the Company or its subsidiary companies, project(s) to be developed by the CFM Group, employee and customer details, performance and financial details and policies and procedures of the Group. Directors/ employees who have access to such information are not permitted to use or share those information for any purpose other than for the conduct of the CFM Group’s businesses.
COMPUTER FORMS (MALAYSIA) BERHAD
(Company No. 4423-H) ( Incorporated in
Malaysia)
Code
of Conduct and Ethics
6.2 Directors/ employees shall maintain the confidentiality of any non-public information obtained in the course of the performance of their duties on behalf of the Group, except when disclosure is authorized or legally mandated.
6.3 Assets and confidential information should be fully protected and must not be used by the Directors/ employees for personal gain or for any other reason that is not in the best interests of the CFM Group.
7.0 Social Responsibilities and the Environment
7.1 The Group shall constantly conceptualise and implement corporate social responsibility programmes and initiatives to minimize environmental impact.
7.2 Directors or members of the management shall be responsible to maintain a safe and healthy workplace by following safety rules and practices and by reporting accidents, injuries and unsafe equipment, practices or conditions. Group related work should be performed in a safe manner, free from the influences of alcohol, illegal drugs or controlled substances. The use of alcohol, tobacco or illegal substances inside the workplace is not tolerated.
7.3 Directors or members of the management shall ensure that the activities and the operations of the Group do not harm the interests and wellbeing of society as a whole.
7.4 The Group is committed to providing all directors, officers and employees with an environment that respects their basic human rights and is free from discrimination and harassment. Each Director/ employee shall take all reasonable precautions to not demonstrate behavior that can be reasonably construed as discriminatory or harassing in nature, whether on grounds of gender, race, religion or sexuality.
7.5 Directors or members of the management shall adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with government authorities or regulatory bodies.
8.0 Whistle Blowing
8.1 The Company has a policy which facilitates the mechanism of whistle blowing by which a worker or stakeholder can report or disclose to the Company’s Senior Independent Non-Executive Director pertaining to concerns about any unethical behavior, malpractices or illegal acts that is taking place/ has taken place in the Company or subsidiary companies.
COMPUTER FORMS (MALAYSIA) BERHAD
(Company No. 4423-H) ( Incorporated in
Malaysia)
Code
of Conduct and Ethics
8.2 Only genuine concerns should be reported in good faith under the whistle blowing procedures. Malicious and false allegations by the whistle blower will be viewed seriously and treated as a gross misconduct and if proven, may lead to dismissal or termination of the whistle blower who abuses this system. The identity of the whistle blower will always be kept in strictest confidentiality.
9.0 Waiver of the Code
In extraordinary circumstances and where it is clearly in the Company’s best interests to do so, the Chairman of the Board, upon recommendation by the Audit Committee and approval by the Board, may waive the compliance with any provision of this Code on a case-to-case basis.
- Review of this Code
The CFM Board shall periodically review and reassess the adequacy of this Code and make such amendments to this Code as the Board may deem appropriate.
Summary of Key Matters discussed at Annual General Meeting
Policies
1. INTRODUCTION
This Remuneration Policy (“the Policy”) sets out the criteria to be used in recommending the remuneration of Directors and/or senior management of Computer Forms (Malaysia) Berhad (“CFM” or “the Company”) and is made in line with the best practices recommended under the Malaysian Code on Corporate Governance.
2. OBJECTIVES
The Policy sets out the remuneration principles and guidelines for the Board of Directors (“Board”) and the Remuneration Committee (“RC”) to determine the remuneration of Directors and/or senior management of the Company, which take into account the demands, complexities and performance of the Company as well as skills and experience required.
3. PRINCIPLES
The Policy is guided by the following key principles in remunerating the Directors of the Company:
- fees payable to Directors who hold non-executive office in the Company shall be paid by a fixed sum and not by a commission on or percentage of profits or turnover;
- fees and/or benefits (including meeting allowance) payable to Directors are subject to annual shareholders’ approval at a general meeting, where notice of the proposed fees and/or benefits has been given in the notice convening the meeting;
- fees payable to an alternate Director (if any) shall be agreed upon between himself and the Director nominating him and shall be paid out of the remuneration of the latter; and
- salaries and other emoluments payable to Directors who hold an executive office in the Company pursuant to a contract of service need not be determined by the Company in general meeting but such salaries and emoluments may not include a commission on or percentage of turnover.
4. REMUNERATION STRUCTURE
The tables below set out the main components and operation of the remuneration structure packages of Directors and Senior Management of the Company: –
- Remuneration structure for the senior management and/or Directors who hold an Executive role in the Company
| Component of pay | Particulars |
| Base Salary | A fixed salary will be paid for performing the scope of duties and responsibilities and will be reviewed based on the individual performance and achievements of the Company/its subsidiaries (“Group”) and comparable market rate within the industry. |
| Bonus/Incentive | Annual bonus/incentive will be paid to reward, retain and motivate the individual and will be depend on the performance of the Company/the Group and the personal contribution of the individual to the achievement of those results. |
| Other Benefits | Other benefits which include contribution of EPF, SOCSO, medical fees, medical or health insurance, motor vehicle, driver, handphone, commission, travelling and entertainment claims, amongst others, will be provided based on the Group’s human resource policy in the context of market practices from time to time. |
- Remuneration structure for the Directors who hold a Non-Executive role in the Company
| Component of pay | Particulars |
| Fees | A fixed retainer sum will be paid for their contribution to the Board and the Company. The fixed fee is determined based on the following factors: • Reflect the qualifications and contribution required in view of the Group’s complexity; • The extent of the duty and responsibilities; and • The number of Board meetings and Board Committees’ meetings. |
| Meeting allowance and other benefits | A reasonable fixed meeting allowance will be paid on per trip basis with the condition that attendance is a prerequisite for such remittance. Other benefits which include flight tickets, accommodation, travelling expenses, amongst others, incurred in the course of performing his duties or other things required of him as a Director of the Company. |
5. GOVERNANCE OF REMUNERATION
- The RC shall assist the Board in implementing the Policy on the remuneration packages for Directors of the Company. The RC also seeks to ensure that the remuneration packages commensurate with the expected responsibility and contribution by the Directors and subsequently furnishes their recommendations to the Board for adoption.
- The evaluation of remuneration packages (including annual increment to the base salary) of the senior management shall be reviewed by the Executive Directors. Whereas, for Directors who hold an Executive office in the Company (including the Executive Directors), their remuneration packages (including annual increment to the base salary) shall be reviewed and evaluated by RC and then tabled to the Board for consideration.
- Directors and/or senior management of the Company may be accorded with Directors and Officers liability insurance in respect of any liability (civil or criminal) arising in the course of discharging their duties as Directors and/or senior management of the Company provided that such liabilities were occasioned in good faith and not as a result of negligence, default or breach of duty. The premium paid for such insurance shall be borne by the Company and does not form part of the benefits given to the Directors and/or senior management of the Company as part of their remuneration packages.
- The fees and/or benefits payable to the Directors including any compensation for loss of employment of a Director or former Director of the Company shall be approved at the general meeting pursuant to the Companies Act 2016.
- Salaries, bonus, benefits and other emoluments payable to Executive Board Members pursuant to an employment contract or a contract of service need not be determined by the Company in general meeting but such salaries may not include a commission on or percentage of turnover.
- All handphone, travelling, entertainment claims, motor vehicles or other expenses incurred by senior management and/or Directors in discharging their duties relating to the ordinary course of business of the Company and/or the Group shall be reimbursed accordingly. All claims and reimbursements must be accompanied with the claims receipts and shall be submitted to the Accounts/Finance Department for processing on a timely manner.
6. REVIEW AND DISCLOSURE
- The Board will review the Policy from time to time and make any necessary amendments to ensure that it remain consistent with the Board’s objectives, current law and practices.
- The Board shall disclose the Policy in the annual report of the Company.
- The Policy is made available for reference on the Company’s website.
Terms of Reference
1. COMPOSITION
The Remuneration Committee (“RC” or “Committee”) of Computer Forms (Malaysia) Berhad (“CFM” or “the Company”) shall be appointed by the Board of Directors (“Board”) of the Company from among its members and shall comprise exclusively Non-Executive Directors with a majority of whom being Independent Non-Executive Directors (“Independent Directors”).
The Committee shall elect a Chairman from amongst its members who shall be an Independent Director and the elected Chairman of the Committee shall be approved by the Board. The Chairman of the Committee is not the Chairman of the Board.
In the event that the elected Chairman is not able to attend the Committee meeting, a member of the Committee shall be nominated as Chairman for the meeting.
2. MEETINGS
i. Meetings
The Committee shall meet at least once a year or more frequently as deemed necessary. In the event issues requiring the Committee’s decision arise in between meetings, such issues shall be resolved through written resolutions. Such written resolutions in writing shall be valid and effectual if they are signed or approved by letter, facsimile or any electronic means by a majority members of the Committee.
For the Committee’s meetings (except in the case of an emergency), reasonable notice shall be given in writing to all members of the Committee.
Other Board members and senior management may be invited to attend the Committee meetings.
ii. Quorum
A minimum of two (2) members to form the quorum.
iii. Secretary of the Committee
The Company Secretary shall be the secretary of the Committee. The Secretary shall circulate the notice and minutes of the Committee to all members of the Committee.
iv. Minutes of the Committee Meeting
Every meeting of the Committee must be recorded either by the Company Secretary or any other person approved by the Committee to take minutes and such minutes must be confirmed by the Committee at the next succeeding Committee meeting.
The minutes of each meeting signed by the Chairman of that meeting or by the Chairman of the next succeeding meeting shall be evidence of the proceedings that the meeting was duly convened and held.
3. FUNCTIONS
The functions of the Committee are as follows:-
i. To review and recommend to the Board the appropriate remuneration packages for the all Directors and senior management of the Company, with or without other independent professional advice or other outside advice;
ii. To formulate policies, guidelines and set criteria for remuneration packages for the Directors and senior management of the Company;
iii. To ensure that the Directors are fairly and appropriately remunerated according to the industry, general market sentiments or conditions;
iv. To determine the composition of the various components of remuneration such as basic salary, bonus and other benefits in kind for the Executive Directors of the Company.
v. To ensure all necessary actions are taken expediently by the Board to offer appropriate rewards, benefits, compensation and remuneration and to ensure that the levels of remuneration are sufficiently attractive to retain Directors and structuring the remuneration packages to link rewards to individual performance.
vi. To ensure that all remuneration packages and benefits given to the Directors are in compliance with the Company’s Remuneration Policy and any other laws, rules, requirements, regulations and guidelines set by the relevant authorities and the Board from time to time.
vii. To attend to any other functions that may be delegated by the Board which would be beneficial to the Company and ensure the effective discharge of the Committee’s duties and responsibilities.
viii. To carry out such other functions or assignments as may be delegated by the Board from time to time.
4. REPORTING RESPONSIBILITIES
i. The Chairman of the Committee shall report to the Board on its proceedings after each meeting on all matters within the scope of its duties and responsibilities.
ii. The Committee shall make whatever recommendations to the Board it deems appropriate, on any area within its terms of reference and/or where action or improvement is needed.
iii. The Committee shall report to the Board on its activities, based on its Terms of Reference.
5. GENERAL MEETINGS
The Chairman of the Committee should attend the general meetings of the Company to answer any questions relating to the Committee’s activities.
6. REVIEW OF THE TERMS OF REFERENCE
The Board will review this Terms of Reference from time to time to ensure it remains relevant and viable to meet its objective.
This Terms of Reference was reviewed and updated by the Board of CFM on 1 July 2022.
1. COMPOSITION
The Nomination Committee (“NC” or “Committee”) of Computer Forms (Malaysia) Berhad (“CFM” or “the Company”) shall be appointed by the Board of Directors (“Board”) of the Company from among its members and shall comprise no fewer than three (3) members whereby all members must be Non-Executive Directors with a majority of whom being Independent Non-Executive Directors (“Independent Directors”).
The Committee shall elect a Chairman from amongst its members who shall be an Independent Director and the elected Chairman of the Committee shall be approved by the Board. The Chairman of the Committee is not the Chairman of the Board.
In the event that the elected Chairman is not able to attend the Committee meeting, a member of the Committee shall be nominated as Chairman for the meeting.
2. MEETINGS
i. Meetings
The Committee shall meet at least once a year or more frequently as deemed necessary. In the event issues requiring the Committee’s decision arise in between meetings, such issues shall be resolved through written resolutions. Such written resolutions in writing shall be valid and effectual if they are signed or approved by letter, facsimile or any electronic means by a majority members of the Committee.
For the Committee’s meetings (except in the case of an emergency), reasonable notice shall be given in writing to all members of the Committee.
Other Board members and senior management may be invited to attend the Committee meetings.
ii. Quorum
A minimum of two (2) members to form the quorum.
iii. Secretary of the Committee
The Company Secretary shall be the secretary of the Committee. The Secretary shall circulate the notice and minutes of the Committee to all members of the Committee.
iv. Minutes of the Committee Meeting
Every meeting of the Committee must be recorded either by the Company Secretary or any other person approved by the Committee to take minutes and such minutes must be confirmed by the Committee at the next succeeding Committee meeting.
The minutes of each meeting signed by the Chairman of that meeting or by the Chairman of the next succeeding meeting shall be evidence of the proceedings that the meeting was duly convened and held.
3. FUNCTIONS
The functions of the Committee are as follows:-
i. To consider and recommend to the Board suitable candidates for appointment as Directors of the Company. The Committee may utilise any independent sources to identify suitably qualified candidate. The Committee shall nominate or appoint a gender diverse Board. In making a recommendation to the Board on candidates for directorship, the Committee should consider the candidates’:-
- skills, knowledge, expertise and experience;
- professionalism;
- integrity; and
- in the case of candidates for the position of Independent Director, the Committee shall also evaluate the candidates’ ability to discharge such responsibilities / functions as expected from Independent Director.
ii. To evaluate the required mix of skills, experience, core competencies, diversity (in terms of age, cultural background and gender) of the Board, the Board Committees and the contribution and performance of the individual Directors for the effective and efficient functioning of the Board and the Board Committees.
iii. To appraise each individual Director and Chairman of the Board including Independent Directors as well as the Executive Directors in terms of his experience, knowledge, credibility and credentials and assess their effectiveness and contribution in carrying out their obligations and duties as a Board member of the Company. All assessments and evaluations carried out by the Committee in the discharge of all its functions should be properly documented.
iv. To examine the ability of each Director to contribute to the effective decision-making process of the Board and ensure that the Board of the Company is functioning actively, efficiently and effectively in all its decision-making.
v. To review annually, the term of office and performance of the Audit Committee (“AC”) and each of its members to determine whether such AC and each of its members have carried out their duties in accordance with their Terms of Reference.
vi. To assess the effectiveness of the Board as a whole and the Committees of the Board.
vii. To review and assess the independence of the Independent Directors of the Company.
viii. To recommend to the Board concerning the re-election/re-appointment of Directors to the Board pursuant to the Company’s Constitution.
ix. To oversee the development of succession planning of the Board and senior management.
x. To carry out such other functions or assignments as may be delegated by the Board from time to time.
4. GENERAL MEETINGS
The Chairman of the Committee should attend the general meetings of the Company to answer any questions relating to the Committee’s activities.
5. REVIEW OF THE TERMS OF REFERENCE
The Board will review this Terms of Reference from time to time to ensure it remains relevant and viable to meet its objective.
This Terms of Reference was reviewed and updated by the Board of CFM on 1 July 2022.
Annual General Meeting
Summary of key matters discussed at 60th AGM
Addendum to the Notice of the 60th AGM
Notice of the 60th AGM
Summary of key matters discussed at 59th AGM (with Appendix I)
Circular To Shareholders
2022_EGM Circular Form
2021_EGM Circular Form
Notice of Administrative Guide and Proxy Form
2022 Revised Proxy Form
2022 Administrative Notes
2022 AppendixA Constitution
2022 Proxy Form
2022 Notice of EGM
2022 EGM Administrative Notes
2022 EGM Proxy Form
2021 Notice of EGM
2021 Admin Guide
2021 Proxy Form