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    This Board Charter sets out the role, composition and responsibilities of the Board of Directors of Uchi Technologies Berhad (“the Company” or “UCHITEC”) and its subsidiaries as derived from the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“the Exchange”), the Articles of Association of the Company, Companies Act 1965 and certain administrative policies adopted by the Board.

  2. SCOPE



    4.1 Board – Uchitec Board of Directors


    5.1 Board’s and Management’s Responsibilities

    The Board of Directors of Uchi Technologies Berhad (“the Company” or “UCHITEC”) is responsible to provide direction and supervise the management of the business and affairs of the Company. The Board may, by resolution, delegate its authority to Board Committees and/or Company Management, whom shall be subject at all times to the direction and control of the Board.

    5.1.1 Board’s Responsibilities

    The Board explicitly assumes the specific duties and responsibilities as follows:

    1. Strategic Planning

      • The Board shall review and adopt a strategic plan for the Company. In discharging this responsibility, the Board shall review the plan in light of Management’s assessment of emerging trends, the competitive environment, the opportunities and risks of the business and business practices in the industry.

      • The Board shall review and if, advisable, approve the Company’s annual business and capital plans as well as policies and processes generated by Management relating to the authorization of major investments and significant allocation of capital.

    2. Risk Management

      • The Board shall periodically review reports provided by Management of principal risks associated with the Company’s business and operations, review the implementation by Management of appropriate systems to manage these risks and review reports by Management relating to the operation of, and any material deficiencies in, these systems.

      • The Board shall verify that internal, financial, non-financial and business control and management information systems have been established by Management

    3. Human Resource Management

      • The Board shall review a report of the Remuneration Committee concerning the Company’s approach to executive compensation.

      • The Board shall develop and review periodically the succession plans of the Company for the Chair, the Executive Board, including the appointment, training and monitoring of such persons.

      • The Board shall, to the extent feasible, satisfy itself as to the integrity of the Executive Board of the Company and the Executive Board strives to create a culture of integrity throughout the Company.

    4. Corporate Governance

      • The Board shall periodically review reports of the Nomination Committee concerning the Company’s approach to corporate governance.

      • The Board shall periodically review reports of the Nomination Committee that evaluate the director independence standards established by the Board and the Board’s ability to act independently from management in fulfilling its duties.

      • The Board has adopted a written Code of Conduct and Ethics applicable to directors, officers and employees of the Company. The Board shall periodically review reports of the Audit Committee relating to compliance with, or material deficiencies from, the Code and approve changes it considers appropriate. The Board shall review reports from the Audit Committee concerning investigations and any resolutions of complaints received under the Code.

      • The Board shall review and assess the adequacy of its Charter from time to time, as required, to ensure compliance with any rules and regulations promulgated by any regulatory body and approve any modifications to this Charter as considered advisable.

    5. Communications

      • The Board has adopted a Disclosure Policy for the Company. The Board, in conjunction with Executive Board, shall periodically review the Company’s overall Disclosure Policy, including measures for receiving feedback from the Company’s stakeholders, and Management’s compliance with such policy. The Board shall, if advisable, approve material changes to the Company’s Disclosure Policy.

      • The Company endeavors to keep its shareholders informed of its progress through an annual report, annual information form, quarterly interim reports and periodic press releases. In addition, the Company shall maintain on its website a contact email address that will permit shareholders to provide feedback directly to the Chair of the Board.

    5.1.2 Management’s Responsibilities

    The management is responsible to:

    • Recommend the Company corporate strategy to the Board for approval and upon approval, implement the corporate strategy;

    • Assume day-to-day responsibility for the Company’s conformance with relevant laws and regulations and its compliance framework;

    • Achieve the performance targets set by the Board;

    • Develop, implement and manage the Company’s risk management and internal control framework;

    • Develop, implement and update the Company’s policies, procedures and systems;

    • Be alert to relevant trends in the industry and the Company’s operating environment;

    • Provide sufficient and relevant information to the Board to enable the Board to effectively discharge its responsibilities;

    • Act as a conduit between the Board and the Company; and

    • Manage the Company’s human, physical and financial resources to achieve the Company’s objectives.

    5.1.3 Role of Board Members’

    The roles of Board members are stipulated in Appendix I of this Charter.


    5.2.1 Size of the Board

    The number of Directors of the Company (disregard Alternate Directors but including Executive Directors) shall be at least 2 and not more than 15. The exact number of Directors within such range shall be fixed from time to time by resolution of the Board.

    5.2.2 Composition of the Board

    The Board must ensure that at least 2 Directors or 1/3 of the Board of Directors, whichever is the higher, are Independent Directors.

    The Board adopts the Company’s Corporate Human Resource Policy to provide a diversity and equality work environment throughout the Company that is free of discrimination of any form whether based on an individual’s gender, race, ethnicity, age and religion. As such, the evaluation of the suitability of Board composition shall purely be based on the candidates’ competency, skills, character, time, commitment, knowledge, experience and other qualities in meeting the needs of the Company.

    The Board’s standards for determining the independence of a Director is set forth in Appendix II to this Charter. The Nomination Committee will review such standards at least annually and recommend any appropriate changes to the Board for consideration.

    5.2.3 Chair of the Board

    The position of Chairman and Managing Director should be held by different individuals and the Chair of the Board shall be an independent and non-executive director.

    5.2.4 Board Appointment and Remuneration

    Directors shall be issued with Letter of Appointment and other relevant policies/procedures of the Company including Code of Conduct, to familiarize each new Director with his powers, duties, responsibilities and accountabilities and other matters relating to his appointment. The letters and the Code of Conduct will be countersigned and acknowledged by Directors.

    The form and amount of Director’s compensation is determined by the Board based on the Directors Remuneration Policy.

    5.2.5 Selection of Directors

    Nominees for directorship will be recommended to the Board by the Nomination Committee in accordance with the policies and principles set forth in its charter. The invitation to join the Board should be extended by the Board itself, by the Chairman of the Nomination Committee and the Chairman of the Board.

    The Board is responsible for nominating members to the Board and for filling vacancies on the Board, in each case based upon the recommendation of the Nomination Committee.

    5.2.6 Director Qualification Basic Requirements

    All the Directors shall be natural person and there shall be no shareholding qualification for Directors.

    No person shall be appointed or allowed to act as a Director of the Company or be involved whether directly or indirectly in the management of the Company, including acting in an advisory capacity in relation to the Company, if he-

    1. Has been convicted by a court of law, whether within Malaysia or elsewhere, of an offence in connection with the promotion, formation or management of a corporation;

    2. Has been convicted by a court of law, whether within Malaysia or elsewhere, of an offence, involving fraud or dishonesty or where the conviction involved a finding that he acted fraudulently or dishonestly; or

    3. Has been convicted by a court of law of an offence under securities laws (namely the Capital Markets and Services Act 2007, the Securities Industry (Central Depositories) Act 1991 and the Securities Commission Act 1993) or the Companies Act 1965, within a period of 5 years from the date of conviction or if sentenced to imprisonment, from the date of release from prison, as the case may be. Desirable Characteristics

    A description of desirable characteristics that the Nomination Committee and the Board should evaluate when considering candidates for nomination as Directors are set forth on Appendix III to this Charter. The Nomination Committee will review such characteristics at least annually and recommend any appropriate changes to the Board for consideration. Service on Other Board

    Directors may serve on the boards of other public companies provided that:

    1. The Director must not hold more than 5 directorships in listed issuers; and

    2. These commitments do not materially interfere and are compatible with their ability to fulfill their duties as a member of the Board.

    3. These commitments do not create any actual or apparent conflicts of interest and impairments to the Director’s status as an Independent Director.

    Directors must advise the Chair in writing in advance of accepting an invitation to serve on the board of another public company.

    5.2.7 Retirement and Re-Election

    In accordance with the Company’s Articles of Association, one third of the Board members are required to retire at every Annual General Meeting and be subject to re-election by shareholders. Newly appointed directors shall hold office until the next following Annual General Meeting and shall then be eligible for re-election by shareholders.

    Director over seventy years of age and / or Director who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than 9 years are required to submit themselves for re-appointment annually in accordance with Section 129 (6) of the Companies Act, 1965 and recommendations of the Malaysian Corporate Governance Code 2012 accordingly.

    5.2.8 Resignation from the Board

    Any Director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board and the Secretary of the Company. Such resignation shall take effect upon receipt thereof or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

    5.2.9 Disqualification and Removal of Directors

    The Articles of Association of the Company prescribed that the office of a Director shall be vacated if the Director:-

    • Becomes bankrupt or enters into any arrangement or composition with his creditors generally

    • Cease to be a Director by virtue of any provision of the Act or becomes prohibited by law from being a Director;

    • Becomes unsound mind or lunatic in Malaysia or elsewhere or an order is made by any court or other competent authority claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a committee or other person (by whatever name called) to exercise powers with respect to his property and/or affairs;

    • Is removed from office by ordinary resolution of the Company;

    • Is convicted of any offence (whether in Malaysia or elsewhere) involving fraud or dishonesty or of an offence (whether in Malaysia or elsewhere) punishable on conviction with imprisonment for 3 months of more;

    • Resigns his office by notice in writing to the Company;

    • Is absent from more than 50% of the total Board of Directors’ meetings held during a financial year.


    5.3.1 The Board of Directors is the ultimate decision making body of the Company except for matters reserved for the Company.

    5.3.2 Consistent with the Board’s power to delegate to the Management the day-today operation of the Company’s business, the Board shall exercise judgement in establishing and revising the delegation of authority for Board Committee and Management. The delegation could be for authorization of expenditures, approval of credit facilities and for other corporate actions. Such delegation may be approved and expressed under various policies of the Company. The thresholds for the identified authorities will depend upon the operating requirements of the Company.

    5.3.3 The issues of major capital expenditure, divestitures, mergers and acquisitions, certain strategic investments would be within the Board’s authority

    5.3.4 The recommendations of the Committees will be referred to the Board. In the event that the Board is unable to approve a decision of the Committee, the matter will be referred back to the Committee for further consideration.

    5.3.5 The Board shall have unrestricted access to management and employees of the Company. Any meetings or contacts that a Director wishes to initiate may be through the Managing Director or directly by the Director. The Directors will use their judgement to ensure that any such contact is not disruptive to the business operations of the Company and will, where appropriate, copy the Managing Director on any written communications between a Director and Supervisory Board and employees of the Company.

    5.3.6 The Board shall have the authority to retain external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the respective reasonable compensation of these advisors. The Company shall provide appropriate funding, as determined by the Board, for the services of these advisors.

    5.3.7 The Board reports to and is accountable to the shareholders of the Company.


    6.1 Board or Committee Meetings; Attendance at General Meetings

    6.1.1 The Chairman of the Board or Committee is responsible for ensuring Board or Committee effectiveness.

    6.1.2 The Board of Directors meets at least four times a year, with additional meetings convened as necessary. It has a formal time schedule that is pre-determined in advance. The Committee is authorized to regulate its own frequency and calling of meetings.

    6.1.3 Directors are expected to attend at least 50% of Board meetings and meetings of the Committees on which they serve. Directors should spend the time necessary and meet as frequently as necessary to properly discharge their responsibilities.

    6.1.4 The Board may from time to time invite corporate officers, other employees and advisors to attend Board or Committee meetings whenever deemed appropriate.

    6.1.5 Directors are encouraged to attend all general meetings of shareholders.

    6.2 Appointment of Company Secretary

    6.2.1 The appointment and removal of the Company Secretary is subject to the approval of the Board. The Board recognizes the fact that the Company Secretary should be suitably qualified and capable of carrying out the duties required of the post.

    6.3 Voting Rights

    6.3.1 A duly convened meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Board.

    6.3.2 Any attendee who is not a member of the Board shall not vote on any matter coming before the Board for a vote.

    6.3.3 All decisions of the Board will be based on a simple majority of the members present at the meeting in person. In the event of a tie, the Chairman of the Board will have a casting vote.

    6.3.4 The Board may adopt resolutions by correspondence, including mail, electronic or fax correspondence, provided that in order for resolutions to be taken in this manner to be valid, they shall be approved by all the members.

    6.4 Agenda Items for Board or Committee Meetings

    6.4.1 The Chairman will establish the agenda for each Board or Committee meeting. Each Director is free to suggest the inclusion of items on the agenda and is free to bring up, at any Board meeting, subjects that are not on the agenda for that meeting. The Company Secretary shall be responsible to draw up a detailed agenda and to the extent feasible, supporting documents and proposed resolutions, and circulate it at least one week in advance before each meeting to the Board or Committee members. Directors should review these materials in advance of the meeting. Subject to any applicable notice requirements, Directors having items to suggest for inclusion on the agenda for future Board or Committee meetings should advise the Chairman well in advance of such meeting.

    6.4.2 The Chairperson of each Committee, in consultation with the Committee members, will determine the frequency and length of the Committee meetings consistent with any requirements set forth in the Committee’s charter. The Chairperson of each Committee, in consultation with the appropriate members of the Committee and management, will develop the Committee’s agenda. A detailed agenda and to the extent feasible, supporting documents and proposed resolutions will be circulated at least one week in advance before each meeting to the Committee members. Committee members should review these materials in advance of the meeting.

    6.5 Board Resolutions and Minutes

    6.5.1 The Company Secretary shall minute the proceedings and resolutions of all Board and its Committee meetings.

    6.5.2 Minutes will be tabled for circulation for endorsement at the subsequent meeting by the Company Secretary and approved by the Chairman of the Board of Directors and the members present at the meeting.

    6.5.3 A Director who objects to any resolution adopted by the Board shall have his objection recorded in the minutes.

    6.5.4 All resolutions by circulation should be tabled at the subsequent Board meeting for ratification.

  7. Director Orientation and Education

    7.1 A Director who is appointed for the first time as a Director of a listed issuer must attend the Mandatory Accreditation Programme (MAP) (organized by such body corporate as may be approved by the Exchange “Approved Organiser”) in full and procure a certificate from the Approved Organiser to confirm his completion of the MAP within 4 months from the date of appointment.

    7.2 The Chair will also provide new Directors with an initial orientation in order to familiarize them with their responsibilities as Directors under law and the Listing Requirements of the Exchange, and with the Company and its strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Conduct, its Senior Management, and its internal and independent auditors.

    7.3 In order to facilitate the Directors’ fulfillment of their responsibilities regarding continuing education and to enhance each Director’s knowledge of the Company, the Company’s business operations and the latest developments in corporate governance, it is appropriate for the Company to provide Directors with the followings:

    - Educational programs supplemental to the initial orientation to explain the Company’s business operations, including its technology, products and market position.

    - Access to, or notice of, continuing educational programs that are designed to keep Directors abreast of the latest developments in corporate governance matters and critical issues relating to the operations of public company boards.

    - Material that contains information pertaining to:

    • the Company’s industry; and

    • comparisons of the Company with its major competitors, if any.

    - Periodic visits to operating units, plants and laboratories, normally as part of regularly scheduled Board meetings

    - A legal review for the Board, at least annually, of:

    • the status of major litigation;

    • Compliance with significant regulatory requirements affecting the Company; and

    • corporate governance matters.

  8. Executive Board Evaluation and Management Succession

    8.1 The Board shall perform a self-evaluation on an annual basis. The Board shall annually review its Charter and its own effectiveness and composition; and initiate suitable steps for any amendments.

    8.2 The evaluation process shall also cover the review of the performance of each individual Board member, his attendance and his constructive involvement in discussions and decision making.

    8.3 The Board will also review self-evaluations of the Board Committee and consider appropriately any recommendations arising out of such evaluation.

    8.4 While the evaluation is a responsibility of the entire Board, it will be organized and assisted by the Nomination Committee.

    8.5 The Board will evaluate the potential successor and approve management succession strategies and plans for the Executive Board of the Company. The Executive Board should at all times make available his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals.


    9.1 The Board is authorized to establish Board Committee to assist the Board in the discharge of its duties.

    9.2 Subject to applicable law, the Board may establish other Board Committees or merge or dissolve any Board Committee at any time.

    9.3 Committee Charters

    Each Committee will have its own charter. The charter will set forth the purposes, goals and responsibilities of the Committees as well as qualifications for Committee membership, procedures or Committee member appointment and removal, committee structure and operations and committee reporting to the Board.

    The Board has approved charters for each established Board Committee and shall approve charters for any Board Committee created in the future.

    9.4 Delegation to Committees

    The Board has delegated to the applicable committee those duties and responsibilities set out in each Board Committee’s charter.

    9.5 Committee Composition

    The Board shall appoint, as required, the members and a chair of each committee, after receiving recommendations from the Nomination Committee.


    10.1 The members of the Board should ensure that they conduct their affairs with a high degree of integrity, taking note of applicable laws, codes and regulations.

    10.2 The Board has approved a Code of Conduct for Directors and employees.

    10.3 A separate Whistle Blowing Policy covering Directors and all the employee of the Company is adopted.

    10.4 A Director shall declare to the Board any personal interest, whether direct or indirect, he may have in matters brought before the Board. This declaration shall be recorded in the minutes and the interested Director shall not participate in the debates or voting on the resolutions to be adopted in this respect.

    10.5 Any decision to enter into transactions, under which the Directors would have conflicts of interest that are material, shall be formally and unanimously approved by the full Board. Directors must inform the entire Board of (potential) conflicts of interest in their activities with, and commitments to other organisations as they arises and abstain from voting on the matter. This disclosure must include all material facts in the case of a contract or transaction involving the Directors.

    10.6 The Board of Directors has established Insider Trading Policy with the primary objective of preventing abuse of inside information.


    11.1 The Company has established Corporate Disclosure Policy to ensure informative, timely and accurate disclosure of material information concerning the Company to the public.

    11.2 The Board will ensure that the Annual General Meeting (AGM) is conducted in an efficient manner and serves as a crucial mechanism in active shareholder communications. Key ingredients behind this include the supply of comprehensive timely information to shareholders and the encouragement for their active participation in the AGM.

    11.3 Shareholders are invited by the Chairman to attend the AGM. The Chairman and other Directors attend the AGM and will be available to answer any questions.

    11.4 The Company is at all times mindful and conscious of its regulatory and statutory obligations regarding dissemination of information to its stakeholders.

    11.5 The Company maintains a corporate website at www.uchi.net to provide all relevant information about the Company and is accessible by the public.


Role of Chairman

The Chairman is responsible for:

  1. Leading the Board in its duties to the Company

  2. Ensuring there are processes and procedures in place to evaluate the performance of the Board, its committees and its individual directors;

  3. Facilitating effective review, analysis and discussion at Board meetings;

  4. Ensuring effective communication with shareholders and stakeholders.

Role of Executive Director

The Executive Director is responsible for:

  1. Establishing and implementing the strategic direction of the Company

  2. Managing the efficient and effective operation of the Company

  3. Ensuring that the Company is positioned to attract and retain employees with the skills required to implement the strategic plans of the Company;

  4. Managing investor relations for the Company;

  5. Ensuring directors are provided with accurate and clear information in a timely manner in order to promote effective decision-making by the Board; and

  6. Ensuring all material matters affecting the Company are brought to the attention of the Board.

Role of Individual Director

The role of directors includes:

  1. Contributing to Board activities to the best of their abilities and with the level of skill and care expected;

  2. Discharging their duties in good faith and honestly in the best interests of the Company;

  3. Using the powers of office for proper purpose, in the best interests of the Company as a whole;

  4. Acting with the required care and diligence, demonstrating commercial reasonableness in their decisions;

  5. Avoiding conflict of interest, not allowing personal interests, or the interests of any associated person, to conflict with the interests of the Company;

  6. Not making improper use of information gained through their position of director;

  7. Making reasonable enquiries to ensure that the Company is operating effectively, efficiently and legally toward achieving its objectives;

  8. Undertaking diligent analysis of all proposals placed before the Board;

  9. Serving on Board committee as required;

  10. Participating in the appointment of new directors and directors performance evaluation; and

  11. Acting in accordance with the duties and obligations imposed on them and the Board by the constitution and the law.

In addition to the role of individual directors above, a Senior Independent Non-Executive Director shall act as a point of contact for shareholders and other stakeholders with concerns which have failed to be resolved or would not be appropriate through the normal channel of the Managing Director, Executive Director or management of the Company;

Role of Company Secretary

The Company Secretary is generally responsible for carrying out the administrative and statutory requirements of the Board by:

  1. Coordinating the development of the agenda in a timely and effective manner for approval by the Chairman;

  2. Ensuring, in conjunction with the Executive Directors, that the board papers are prepared in a timely and effective manner;

  3. Ensuring the timely dispatch of the agenda and board papers;

  4. Coordinating, organizing and attending meetings of the Board and shareholders, and ensuring the correct procedure are followed;

  5. Drafting and maintaining minutes of Board and members meetings;

  6. Working in conjunction with the Executive Directors and management, to carry out the instructions of the Board and giving practical effect to the Board’s decisions;

  7. Working with the Chairman and Executive Directors to establish and deliver governance practices that meet the Exchange requirements.

Appendix II


Independent director means a director who is independent of management and free from any business or other relationship which could interfere with the exercise of independent judgement or the ability to act in the best interests of the Company. Without limiting the generality of the foregoing, an independent director is one who:

  1. Is not an executive director of the Company or any related corporation of the Company (each corporation is referred to as “said Corporation”);

  2. Has not been within the last 2 years and is not an officer (except as a non-executive director) of the said Corporation. For this purpose, “officer” has the meaning given in section 4 of the Companies Act 1965;

  3. Is not a major shareholder of the said Corporation;

  4. Is not a family member of any executive director, officer or major shareholder of the said Corporation;

  5. Is not acting as a nominee or representative of any executive director or major shareholder of the said Corporation;

  6. Has not been engaged as an adviser by the said Corporation under such circumstances as prescribed by the Exchange or is not presently a partner, director (except as an independent director) or major shareholder, as the case may be, of a firm or corporation which provides professional advisory services to the said Corporation under such circumstances as prescribed by the Exchange; or

  7. Has not engaged in any transaction with the said Corporation under such circumstances as prescribed by the Exchange or is not presently a partner, director or major shareholder, as he case may be, of a firm or corporation (other than subsidiaries of the Company) which has engaged in any transaction with the said Corporation under such circumstances as prescribed by the Exchange.

The tenure of an Independent Director should not exceed a cumulative term of nine (9) years. Should the Board intends to retain the Director as Independent after he/she has served a cumulative term of nine (9) years, the Board must justify the decision and seek shareholders’ approval at general meeting.

Appendix III

Desirable Characteristics of Directors

  1. Personal Characteristics

    • Integrity and Accountability: Ethical standards, integrity and strength of character in his or her personal and professional dealings and a willingness to act on and be accountable for his or her decisions

    • Informed Judgment: Demonstrate intelligence, wisdom and thoughtfulness in decision making. Demonstrate a willingness to thoroughly discuss issues, ask questions, express reservations and voice dissent

    • Financial Literacy: An ability to read and understand balance sheet, income and cash flow statements. Understand financial ratios and other indices for evaluating Company performance.

    • Mature Confidence: Assertive, responsible and supportive in dealing with others. Respect for others, openness to others’ opinions and the willingness to listen.

    • High Standards: History of achievements that reflect high standards for himself or herself and others.

  2. Core Competencies

    • Accounting and Finance: Experience in financial accounting and corporate finance, especially with respect to trends in debt and equity markets. Familiarity with internal financial controls.

    • Business Judgment: Record of making good business decisions and evidence that duties as a Director will be discharged in good faith and in a manner that is in the best interests of the Company

    • Management: Experience in corporate management. Understand management trends in general and in the areas in which the Company conducts its business

    • Crisis Response: Ability and time to perform during periods of both short-term and prolonged crisis.

    • Industry/Technology: Unique experience and skills in an area in which the Company conducts its business, including science, manufacturing and technology relevant to the Company.

    • International Markets: Experience in global markets, international issues and foreign business practices.

    • Leadership: Understand and possess skills and have a history of motivating high-performing, talented managers.

    • Strategy and Vision: Skills and capacity to provide strategic insight and direction by encouraging innovations, conceptualizing key trends, evaluating strategic decisions, and challenging the Company to sharpen its vision.

  3. Commitment to the Company

    • Time and Effort: Willing to commit the time and energy necessary to satisfy the requirements of the Board and Board Committee membership. Expected to attend and participate in all Board meetings and Board Committee meetings in which they are a member. Encouraged to attend all annual meetings of shareholders. A willingness to rigorously prepare prior to each meeting and actively participate in the meeting. Willingness to make himself or herself available to management upon request to provide advice and counsel.

    • Awareness and Ongoing Education: Possess, or be willing to develop, a broad knowledge of both critical issues affecting the Company (Including industry, technology and market specific information), and director’s roles and responsibilities (Including the general legal principles that guide board members.

    • Other Commitments: In light of other existing commitments, ability to perform adequately as a Director, including preparation for and attendance at Board meetings and annual meetings of the shareholders, and a willingness to do so.

  4. Team and Company Considerations

    • Balancing the Board: Contributes talent, skills and experience that the Board needs as a team to supplement existing resources and provide talent for future needs.

    • Diversity: Contributes to the Board in a way that can enhance perspective and judgment through diversity in gender, age, ethnic background, geographic origin, and professional experience (public, private, and non-profit sectors). Nomination of a candidate should not be based solely on these factors.


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