BOARD CHARTER
1. RESPONSIBILITY & ACCOUNTABILITY
The Board of Directors (“the Board”) is accountable and responsible to ensure proper management of
the business of Evergreen Fibreboard Berhad (“the Company” or “EFB”) including the adequacy and
integrity of its risk management and internal control system.
All Board members are expected to show good stewardship and act in a professional manner, as well
as upholding the core values of integrity with due regards to their fiduciary duties and responsibilities.
2. PURPOSE
This Board Charter sets out the role, functions, composition, operation and processes of the Board as
to ensure that all Board members acting on behalf of the Company are aware of their duties and
responsibilities as a Board member.
This Board Charter acts as a source of reference and to provide insights to prospective Board
members and Senior Management. It is also to assist the Board in the assessment of its own
performance and of individual Directors.
3. THE BOARD
Board Membership
MR LAW NGEE SONG, Malaysian citizen, is the Independent Non-Executive Chairman of the
Company. He was appointed as a member of the Board of Directors on 8 January 2007. He was redesignated
as Independent Non-Executive Chairman on 22 February 2010.
He graduated from Australian National University in 1989 with a Bachelor of Commerce and Bachelor
of Laws. He was admitted as Advocate and Solicitor, High Court of Malaya.
Since graduation, he has been practicing as a legal assistant in Allen & Gledhill (1991 to 1995) and
subsequently promoted as a partner (1995 to 1996) of the firm. He has been a partner of Messrs Nik,
Saghir & Ismail since then.
MR KUO WEN CHI, Singapore citizen, is the Executive Deputy Chairman of the Company and he
was appointed as a member of the Board of Directors on 15 May 1991. He is the founder of the
Evergreen Group of companies and was appointed as Non-Executive Deputy Chairman on 15 April
2004. Subsequently, he was re-designated as Executive Deputy Chairman on 16 March 2006.
His career started in 1949 as a Production Supervisor at Lin Shan Hao Plywood Co Ltd in Taiwan. He
brought a wealth of experience in the wood-based industry when he moved to Singapore in 1972 to
establish his own business with the incorporation of Evergreen Timber Products Co. Pte Ltd (ETP).
He was then appointed the Managing Director and was
responsible for the overall management of ETP. In 1977, he ventured into Malaysia to establish the
Evergreen Group of Companies and was the main driving force behind the growth and development
of the Group.
MR KUO JEN CHANG, Singapore citizen, the Chief Executive Officer of the Company and he was
appointed as a member of the Board of Directors on 15 May 1991. He was appointed as Managing
Director in the Group on 15 April 2004. Subsequently, he was re-designated as Chief Executive
Officer in the Group on 15 May 2007.
He obtained his Bachelor Degree in Electronic Engineering from the University of Wisconsin, United
States in 1986.
His career started in 1987 when he joined ETP in Singapore as Procurement Manager responsible for
sourcing and negotiations of machinery for the upgrading and expansion of the company. In 1989, he
was appointed Director of Evergreen Décor Products (M) Sdn Bhd (EDP), a subsidiary company of
the Company. He was overseeing the entire operations of the Company up until 1992. In the capacity
of Chief Executive Officer, he is responsible for the Group’s entire operation set-up.
MR KUO JEN CHIU, Singapore citizen, the Chief Operating Officer of the Company and he was
appointed as a member of the Board of Directors on 15 May 1991. He was appointed as Executive
Director on 15 April 2004 and was re-designated as Chief Operating Officer on 3 April 2007.
He obtained his Degree in Computer Science from the University of Wisconsin, United States in 1987.
His career started in 1990 as a Marketing Manager with ETP in Singapore. In the capacity of Chief
Operating Officer, he oversees the Financial and Marketing Departments of the Evergreen Group and
his responsibilities include identifying opportunities and developing new markets.
MS MARY HENERIETTA LIM KIM NEO, Malaysian citizen, the Executive Director of the
Company and was appointed as a member of the Board of Directors on 15 December 1995. She was
appointed as Executive Director on 15 April 2004.
She obtained her Master in Business Administration from the University of Preston, United States in
2012.
Her career started in 1984 as a Human Resources / Administrative Officer with KS Liew LT and
Partners, a consulting engineering firm to oversee the day-to-day matters with the government
authorities and human resource matters of the company. In 1992, she left the manufacturing industry
and joined the company as a Human Resources / Administrative Executive to oversee the Human
Resource and Administrative Department. Subsequently in 1995 she was promoted to Human
Resources and Administrative Manager and was also appointed as a Director.
MR YONG KOK FONG, Malaysian citizen, an Independent Non-Executive Director of the
Company. He was appointed as a member of the Board of Directors on 1 June 2004.
He graduated with a Diploma in Accounting from the London Chamber of Commerce and Industry in
1995 and completed his Association of Chartered Certified Accountants (ACCA) examinations in
February 1999. He obtained a Master of Science in Accounting and Finance from University of
Gloucestershire, United Kingdom in 2009.
He is a member of ACCA since July 2002, a Chartered Accountant with Malaysian Institute of
Accountants since September 2002, a member of the Malaysian Institute of Taxation since May 2003,
a member with The Institute of Certified Public Accountants of Singapore since June 2005 and a
member with The Malaysian Institute of Certified Public Accountants since December 2007, a fellow
member of the Hong Kong Institute of Certified Public Accountants since February 2010, an associate
of the Institute of Chartered Accounts in England and Wales since April 2010, a member of the New
Zealand Institute of Chartered Accounts since May 2010.
From May 2004 to December 2006, he was a Chief Financial Officer of a company, Listed on SGXSESDAQ.
He was responsible for the overall financial planning and management functions of the
group, including the overview of financial reports and ensuring compliance with the Malaysia and
Singapore statutory requirements. From July 2003 to May 2004, he served as the Chief Financial
Officer of another Company listed on the SGX-SESDAQ, where he was responsible for the company’s
overall financial planning and management functions. From October 2002 to June 2003, he was the
Group Financial Controller of a private limited company. Between March 1999 and October 2002, he
was with an international accounting firm, Ernst & Young, carrying out statutory audit on private
limited and public limited companies.
DATUK SYED IZUAN BIN SYED KAMARULBAHRIN, Malaysian citizen, an Independent Non-
Executive Director of the Company. He was appointed to the Board on 2 January 2013.
He completed his Association of Chartered Certified Accountants (ACCA) final examinations in 1992
in London and obtained membership to ACCA in 1996. He is currently a fellow member of the
Association of Chartered Certified Accountants (ACCA), a member of the Malaysian Institute of
Certified Public Accountants (MICPA) and a member of the Malaysian Institute of Accountants (MIA).
Currently, he is attached to a diversified regional corporate group based in Malaysia, with business
interest in the Automotive, Aviation, Construction and Defense & Engineering sectors where he
provides advisory services to the Group Executive Chairman.
Up until December 2011, he was a Chief Executive Officer of a company, listed on the Main Board of
the Malaysia Bourse. He was responsible for the overall management of the group of companies.
From November 2007 to September 2010, he was the Head of International Business of an
organization, where he was responsible for deal origination and investment management. From
March 1998 to October 2007, he was the Chief Financial Officer of a private limited company and
subsequently a public listed company. From July 1996 to February 1998, he was with a public listed
company as Assistant Manager handling business development and corporate affairs. From February
1993 to June 1996, he was with an accounting firm carrying out statutory audit on private and public
limited companies.
Board Composition
The Board consists of 7 (seven) directors, 4 (four) of whom are executives that have full knowledge of
the business. The remaining 3 (three) are Independent Non-Executive Directors. Composition reflects
a balance within executive directors and non- executive directors and complies with Main Market
Listing Requirements of Bursa Securities which requires at least one-third (1/3) of the Board to be
Independent Directors.
Additionally, the Board is also looking into the adoption of policy on the gender diversity requirement.
The composition of the Board reflects a mix of skills and experience and other qualities which Non-
Executive Directors brings to the Board. Due to the diversified backgrounds and their independence
the non-executive directors are able to engage in discussions and debates with the executive
directors at the Board meetings for an effective Board. The independent directors play a crucial role
in the Board’s responsibilities. However, they are not accountable and responsible for the day to day
running of the business, which is the role of the executive directors. The independent non-executive
directors are actively involved in other Board committees and contribute significantly to areas such as
performance monitoring and enhancement of corporate governance by providing independent
assessment and opinions and acts as a check and balance for the executive directors.
Senior Independent Non-Executive Director which is identified by the Board is Mr Yong Kok Fong as
to whom shareholders’ concerns may be conveyed or where it could be inappropriate for the concerns
to be dealt with by the Executive Directors.
Board Meetings
The Board shall conduct at least four (4) scheduled meetings annually, with additional meetings to be
convened as and when necessary. Besides Board meetings, the Directors also attend bidding / tender
adjudication and investment meetings, where Directors deliberate on the Group’s participation in
investments or major project. Threshold of these tender or investment will be reviewed as and when
the Board deems necessary.
Appointments and Re-election
Appointment of a new Director is a matter for consideration and decision by the full Board, upon the
recommendation from the Nomination & Remuneration Committee (“NRC”). In making these
recommendations, the NRC will consider the required mix of skills, experience and diversity, including
gender, where appropriate, which the Director in consideration can contribute to the Board.
The Articles of Association of the Company provides that every newly appointed Director be subjected
to re-election at the immediate Annual General Meeting (“AGM”). Further, one third (1/3) of the Board
shall retire from office and be eligible for re-election at every AGM, and all the Directors shall submit
themselves for re-election at least every three (3) years.
Independence of a Director
The Board assesses the independence of all Directors annually by taking into consideration their
background, disclosed interests, family relationship and other the criteria set by the Nomination
Committee for assessing the independence of Directors.
The tenure of an Independent Director shall not exceed a cumulative term of 9 (nine) years and if
continued on the board as Independent Director, the board shall seek shareholder’s approval or the
said director will be re-designated as a non- independent Director.
New Directorship
Any Director accepting new directorship in other companies will be required to make known to the
Board prior to his/her new appointment and give commitment to the Board that his/her time for
attending board meetings will not be compromise in any manner. The Chairman is also required to
notify the Board if he has any new directorship or significant commitments outside the Company.
Continuing Education Programs
All Directors must complete the Mandatory Accreditation Programs and Continuing Education
Programs prescribed by Bursa Securities. Directors are encourage to undergo relevant trainings and
seminars at the Company’s expense to further enhance their knowledge and to keep themselves
abreast with developments in the market place, i.e. relevant new regulations, legislation and changing
commercial risks whilst discharging their duties.
Board Duties and Responsibility
The Board’s responsibility as a whole is to ensure the adequacy and integrity of the Group's risk
management and its internal control system and being collectively responsible for the success of the
Group. The Board of Directors has been entrusted with the responsibility of:
- establish a sound framework to manage risk;
- approve the Internal Audit Functions that reports to the Audit Committee,
- approving a sustainable business strategy;
- approving dividends to be declared;
- approving financial statements and accounting policies of the Group;
- approving acquisition, disposal or closure of any business;
- approving capital investment or disposal of tangible assets;
- approving borrowings or grants;
- approving giving of Guarantee or Comfort Letters;
- approving credit facilities;
- approving corporate restructuring.
- approving annual budgets, including major capital commitments;
- approving new / expansion of business ventures;
- approving and limiting management’s authorities including key policies and
- the Board is also responsible to ensure that the financial statements is prepared in
accordance with the Companies Act and applicable approved accounting reporting
standards, so as to give a true and fair view of the state of affairs of the Group.
Chairman, Chief Executive Officer & Management Team
The Chairman and the Chief Executive Officer are non-family members and they play separate roles.
The Chairman’s responsibilities are to provide leadership to the Board, facilitate the meeting process,
setting the agenda for all Board of Directors meetings and ensure that the Board and its Committees
function effectively. The responsibilities of the Chairman, amongst others, are as follows:-
(1) to lead the Board and ensure its effectiveness of all aspects of its role;
(2) to ensure the efficient organization and conduct of the Board’s function and meetings;
(3) to facilitate the effective contribution of all Directors at Board meetings;
(4) to promote constructive and respectful relations between Directors, and between the
Board and Management; and
(5) to ensure effective communication with shareholders and relevant stakeholders.
The Chief Executive Officer and the Chief Operating Officer is responsible to ensure due execution of
strategic goals, effective operation within the Company, and to explain, clarify and inform the Board
on matters pertaining to the Company.
The Chief Executive Officer (CEO) is responsible for the Group’s operation directions once approved
by the Board and he is fully responsible for operations in Thailand and North Malaysia.
The Chief Operating Officer (COO) is responsible for developing of new markets and the operations in
Indonesia and South Malaysia. It is the duty of the CEO and COO of working together with other
senior management of the Group, to manage the day-to-day business in the Group.
The Executive Director (ED) is responsible for implementing policies, monitoring day-to-day
administrative matters of the Group and assisting the CEO and COO in their responsibilities.
The Board of Directors is being assisted by a Senior Management Team which consists of Senior
Managers from every location. The Management Team’s main responsibilities are overseeing the
operations within its location / department and assist the Executive Directors in coordinating and
implementing policies within each area.
Board Committees
The Board delegates certain functions to the following Committees to assist in the execution of its
responsibilities:-
(i) Audit Committee;
(ii)Nomination Committee;
(iii) Remuneration Committee.
AUDIT COMMITTEE
Audit Committee was established on 31 January 2005 with the following terms of reference. The
current composition of the Audit committee Mr Law Ngee Song the Chairman and committee
members are Mr Yong Kok Fong and Datuk Syed Izuan bin Syed Kamarulbahrin.
Meetings
Quarterly meetings are convened as scheduled without the presence of the Executive Directors.
Besides these scheduled meetings, the Audit Committee also attends meetings to deliberate on the
Group’s participation in investments or major project.
Membership Requirement
The Committee Members are appointed by the Board from amongst its Directors excluding alternate
directors to fulfill the following requirements:
(1) the audit committee must be composed of no fewer than three (3) members of whom a
majority of the audit committee must be independent directors;
(2) all members of the audit committee should be non-executive directors and finance
literate; and
(3) at least one member of the audit committee:
(a) must be a member of the Malaysian Institute of Accountants; or
(b) if he/she is not a member of the Malaysian Institute of Accountants, he/she must have at least 3
years’ working experience and:
(aa) he/she must have passed the examinations specified in Part 1 of the 1st Schedule of the
Accountants Act, 1967; or
(bb) he/she must be a member of one of the associations of accountants specified in Part II of the 1st
Schedule of the Accountants Act, 1967.
(c) fulfills such other requirements as prescribed or approved by the Bursa Malaysia Securities
Berhad (“Bursa Securities”).
The members of the Committee shall elect a chairman from among their number who shall be an
independent director.
The Board shall, within three (3) months of a vacancy occurring in the Committee which result in the
number of members reduced to below three (3), appoint such number of new members as may be
required to make up the minimum number of three (3) members.
The Board shall review the term of office and performance of the Committee and each of its members
at least once every three (3) years.
Activities of Audit Committee
The Audit Committee duties are as follows:-
(a) Review all quarterly financial statement and annual financial statements of the Company
before recommending the same for the Board’s approval;
(b) Review the annual reports to ensure adherence to legal and regulatory reporting
requirements;
(c) Review and deliberate on the external auditors report and recommendation regarding
internal control and financial matters based on observations made in the course of audit;
(d) Deliberate on the emerging financial reporting issues pursuant to the introduction of new
accounting standards and additional statutory/ regulatory disclosure requirements;
(e) Approve Internal Auditor’s Annual Audit Plan for the year and review and deliberate on
the Internal Audit Report and recommendation for improvement to the significant risk
areas based on presentation by the Internal Audit Manager.
(f) Review the related party transactions that are required to be transacted at arm’s length
basis and that they are not detrimental to the minority shareholder’s interest;
(g) Review the measures taken to fortify the existing risk assessment and management
processes; and
(h) Deliberate the best practice for meeting the market expectations and protecting
shareholders’ interest.
NOMINATION COMMITTEE
The Nomination Committee was set up on 24 May 2005 and comprised Independent Non-Executive
Directors. Currently, the members of the Nomination Committee are Mr Yong Kok Fong the Chairman
and the members are Mr Law Ngee Song and Datuk Syed Izuan Bin Syed Kamarulbahrin.
The Nomination Committee shall ensure that the Board of Directors brings required character to the
Board that comprises of mix skills, gender and experience. The Nomination Committee also assist the
Board in reviewing on an annual basis, for an appropriate balance and size of non-executive
participation, establishing procedures and processes towards an annual assessment on the
effectiveness of the Board as a whole, the Committee of the Board and the contribution of each
individual Director including Independent Non- Executive Directors as well as the Chief Executive
Officer.
REMUNERATION COMMITTEE
The Remuneration Committee was set up on 24 May 2005 and currently has three (3) members,
purely Independent Non-Executive Directors. Chairman of the Remuneration Committee is Mr Law
Ngee Song and its members are Mr Yong Kok Fong and Datuk Syed Izuan bin Syed Kamarulbahrin.
Directors’ Remuneration
The remuneration policy of the Company is based on the philosophy of giving higher weightage on
individual performance. Therefore the performance of Directors is measured by each Director’s
contribution and commitment to both the Board and the Company.
In the case of Non-Executive Directors, the level of remuneration reflects the contribution and level of
responsibilities undertaken by the particular Non-Executive Director.
The Remuneration Committee reviews and asses the appropriate remuneration of each Director
based on the criteria set and forward to the Board who ultimately decides on the remuneration of each
Director including Non-Executive Chairman. Directors’ fees are endorsed by the Board for approval by
shareholders in Annual General Meeting.
Individual Directors are not permitted to participate in discussion and decision of their own
remuneration.
4. COMPANY SECRETARY
The Company Secretary plays an important advisory role and is a source of information and advice to
the Board and Committees on issues relating to compliance with laws, rules, procedures and
regulations affecting the Company and Group.
The Board has appointed a Company Secretary who is considered capable of carrying out the duties
to which the post entails, and the removal of the Company Secretary shall be a matter for the Board
as a whole.
The Company Secretary shall be of a senior position with adequate authority and shall report
directly to the Board.
The seven (7) specific responsibilities of the Company Secretary are as follows:-
(1) advise the Board and Management on governance issues;
(2) ensure compliance of listing and related statutory obligations;
(3) attend Board, Committees and general meetings, and ensure the proper recording of
minutes;
(4) ensure proper upkeep of statutory registers and records;
(5) assist Chairman in the preparation for and conduct of meetings;
(6) assist Chairman in determining the annual Board plan and the administration of other
strategic issues; and
(7) assist in the induction of new directors, and continuously update the Board on changes to
listing rules, other related legislations and regulations.
Timely and Quality Disclosures
The Group has in place a procedure for compliance with the Listing Requirements. The Board reviews
and approves all quarterly and other important announcements. The Board is mindful that information
which is material is announced immediately. All announcements are sent to Directors to ensure
accuracy and compliance before the Company Secretary releases such announcement to the
authorities and public.
The Group has designated executive directors as spokespersons in the handling of discussions and
disclosures with investors, fund managers and the public.
The Company website at www.evergreengroup.com.my is where all the Company’s announcements,
corporate information and updates are posted.
5. INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION
The Board strictly adheres to the disclosure requirements of Bursa Securities and recognizes the
importance of timely and equal dissemination of information to shareholders including potential
investors, analysts and the public. The method of communication to shareholders and investors,
amongst others, are as follows:-
(a) timely announcements and disclosures made to the Bursa Malaysia Securities Berhad,
which includes quarterly financial results, material contract awarded, changes in the
composition of the Group and any other material information that may affect investors’
decision making;
(b) the AGM is the principal forum for dialogue with shareholders. Shareholders are notified
of the meeting and provided with a copy of the Company’s Annual Report at least 21
days prior date of Annual General Meeting. Board members are available to respond to
all queries and undertake to provide sufficient clarification on issues and concerns raised
by the shareholders. The external auditors are also present to provide their professional
and independent clarification on queries raised by shareholders.
Status of all resolutions proposed at the AGM is announced to Bursa Securities at the end
of the meeting day.
(c) press conference which is normally held after each Company AGM and/or Extraordinary
General Meeting to provide the media an opportunity to receive an update from the Board
on the proceedings at the meetings and to address any queries or areas of interest of the
media;
(d) participates in several institutional investors’ forums/dialog both locally and outside
Malaysia;
(e) Our website: www.evergreengroup.com.my is available for access of information by
shareholders and the public. Information posted on the website is updated periodically
and
(f) for any feedbacks or enquires, shareholders can directed them to the company’s
designated email address efb@tm.net.my or directly to our Senior Independent Non-
Executive Director, Mr Yong Kok Fong (Mobile No :60-19-7797777) and email address:
kokfong@hotmail.com .
6. ACCESS TO INFORMATION AND INDEPENDENT ADVICE
Access to Information
The Directors, collectively or individually, are free to seek independent professional advice and
information in the furtherance of their fiduciary duties at the Company’s expense, so as to ensure the
Directors are able to make independent and informed decisions for the Company as well as the
shareholders.
Independent Advice
Any Director when in need of such professional advice or service shall make known to the Board of
his or their intention and purpose, thereafter with the assistance from the Company Secretary,
Director or Directors can proceed to obtain or seek such independent professional advice or service
needed at the Company’s expense.
7. CODE OF CONDUCT & BUSINESS ETHICS
The Code of Conduct & Business Ethics (“the Code”) is to be observed by all Directors and
employees of the Group. The Management shall review and update the Code regularly to ensure that
it continues to remain relevant and appropriate. The Code is made available for reference on the
Company’s website at www.evergreengroup.com.my .
8. REVIEW OF THE BOARD CHARTER
The Board Charter has been adopted by the Board on 01st June 2013 and any subsequent
amendments to the Charter shall be approved by the Board. The Board Charter will be reviewed and
updated in accordance with the needs of the Company and any new regulations that may have an
impact on the discharge of the Board’s duties or responsibilities.
This Board Charter is made available for reference on the Company’s website at
www.evergreengroup.com.my .