VSTECS and its subsidiaries (“the Group”) is committed to business integrity, transparency and professionalism in all its activities. As part of this commitment, the Board of Directors of VSTECS continually ensures that sound principles of corporate governance and accountability are practiced in all business endeavours undertaken by the Group with the ultimate objective of protecting and enhancing shareholders’ value.
Board Charter
The Group has adopted a Board Charter which governs how the Group conducts its affairs. The Board Charter is applicable to all Directors of the Company and, amongst other things, provides that all Directors must avoid conflicts of interest between their private financial activities and their part in the conduct of company business.
The Board Charter sets out the authority, responsibilities, membership and operation of the Board of the Company, adopting principles of good corporate governance and practice, in accordance with applicable laws in Malaysia.
The Board Charter entails, inter alia, the following main items :
Objectives of the Board;
Role of Board;
Board Structure;
and Board Processes.
Click here to view the Board Charter
Code of Ethics
This Code is formulated for the Board and each Director to be committed on areas of ethical risk; to provide guidance to Directors to help them recognise and deal with ethical issues; to provide mechanisms to report unethical conduct and help foster a culture of honesty and accountability.
This Code is designed to enhance the standard of corporate governance and corporate behaviour with the intention of, amongst others to uphold the spirit of professionalism, objectivity, transparency, and accountability in line with the legislation, regulations and environmental and social responsibility guidelines governing a company.
Click here to view the Code of Ethics
Code of Conduct
This Code is established to promote a corporate culture which engenders ethical conduct that permeates throughout the Group. All Directors, management and employees of the Group are to adhere to this Code and comply with the letter and spirit of the following items :
- Human Rights
- Health and Safety
- Environment
- Gifts and Business Courtesies
- Anti-Corruption
- Anti-Money Laundering
- Company Records and Internal Controls
- Company Assets
- Exclusive Service
- Integrity and Professionalism
- Personal Appearance
- Confidential Information
- Compliance Obligations
Click here to view the Code of Conduct
Whistle Blowing Policy
Whistle blowing is an act of voluntary disclosure/reporting to the Management of VSTECS for further action of any improper conduct committed or about to be committed by an employee, officer or management of VSTECS.
The Board has adopted a Whistle Blowing Policy with the following objectives:-
- • Provide an avenue for all employees and member of the public to disclose any improper conduct or any action that is or could be harmful to the of the Group and/or compromise the interest of stakeholders.
- • Provide proper internal reporting channel to disclose any improper or unlawful conduct in accordance with the procedures as provided for under this policy
- • Address a disclosure in an appropriate and timely manner
- • Provide protection for the whistle blower from reprisal as a direct consequence of making a disclosure and to safeguard such person’s confidentiality
- • Treat both the whistle blower and the alleged wrongdoer fairly
This policy shall also similarly apply to any vendors, partners, associates or any individuals, including the general public, in the performance of their assignment or conducting the business for or on behalf of the Group
Click here to view the Whistle Blowing Policy
Sustainability Policy
The Board recognised that sustainability encompasses all aspects of ethical business practices and has formulated the Sustainability Policy to address relevant Environment, Social and Governance issues responsibly and profitably.
This policy aims mainly to integrate the principles of sustainability into the Group’s strategies, policies and procedures.
Click here to view the Sustainability Policy
Directors’ Assessment Policy
The Nominating Committee is guided by the Directors’ Assessment Policy, which sets out the criteria to be used in the assessment of Directors and CEO, to ensure that each of its Directors has the character, experience, integrity, competence and time to effectively discharge his/her role as a Director, as prescribed under Paragraph 2.20A of the Main Listing Requirements of Bursa Securities.
This Policy provides guidance to the Nominating Committee in the Board nomination and election/re-election/re-appointment process of Directors.
Click here to view the Directors’ Assessment Policy
Board Diversity Policy
The Board affirms its commitment to boardroom diversity as a truly diversified Board can enhance the Board’s effectiveness, creativity and capacity to thrive in good times and weather tough times.
Bearing in mind that an appointment to the Board is a long term commitment to the Company, the Board has not set any short term target or measure for boardroom diversity but nevertheless works to ensure that there is no discrimination on the basis of, but not limited to, ethnicity, race, age, gender, nationality, political affiliation, religious affiliation, sexual orientation, marital status, education, physical ability or geographic region, during the recruitment of new Board members.
Click here to view the Board Diversity Policy
Directors' Fit & Proper policy
As the caretaker to oversee the management of the organisation, the Board of Directors of VSTECS Berhad believes that it is in the best interest of the Company and its stakeholders that its Directors possess the required character, experience, integrity, competence and time to effectively and diligently discharge their responsibilities and duties and contribute to the proper governance of the Company and its subsidiaries.
The scope of this Directors’ Fit and Proper Policy applies to existing Directors of the Company seeking for re-appointment and candidates for nomination or appointment as a Director of the Group.
This Policy forms part of the established and approved policy and procedures on nomination and appointment of Director and re-appointment of Director of the Group.
Click here to view the Directors’ Fit & Proper Policy.
Directors’ Remuneration Policy
The policies and procedures for determining the remuneration packages of the Directors and CEO of the Group are formalised in the form of a Directors’ Remuneration Policy.
The Remuneration Committee is guided by the Directors’ Remuneration Policy which sets out the criteria to be used in recommending the remuneration package of Directors and CEO of the Company and designed to ensure that the Directors and CEO are paid a remuneration commensurate with the responsibilities of their positions.
Click here to view the Directors’ Remuneration Policy
Insider Dealing Policy
Insider dealing or trading is defined as the purchase or sale of the Company’s securities affected by or on behalf of a person with knowledge of relevant but non-public material information regarding that company. The insider is in a position to make massive gains by selling or buying securities before information that might affect the price of the Company’s securities (price-sensitive information) is made public.
This policy aims mainly to prevent insider dealing of securities and ensure transparency and fairness in dealing with all stakeholders of the Group.
Click here to view the Insider Dealing Policy
Succession Planning Policy
The Succession Planning Policy is intended to address the Group’s continuity in leadership for all key positions. Succession planning is an on-going process designed to ensure that the Group identifies and develops a talent pool of employees through mentoring, training and job rotation for high level management positions that become vacant due to retirement, resignation, death or disability and/or new business opportunities.
Click here to view the Succession Planning Policy
Related Party Transaction Policy
The Company is principally an investment holding company which is also the leading distribution hub of Information and Communication Technology products in Malaysia, and provides value-added product support and technical services via its subsidiaries. It is anticipated that the VSTECS and its subsidiaries would, in ordinary course of business, enter into transactions of a revenue or trading nature with a related party or parties.
This policy is designed to ensure the related party transactions are carried out in the ordinary course of business, are made at arm’s length and on normal commercial terms which are not more favourable to the related party or parties than those generally available to the public and are not on terms that are detrimental to the minority shareholders of VSTECS.
This policy also aims to comply with the Part E, Paragraphs 10.08 and 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
Click here to view the Related Party Transaction Policy
Corporate Disclosure Policy
The Group is committed to provide accurate, timely, consistent and fair disclosure of corporate information to enable informed and orderly market decision by investors. This information is directed to a diverse audience of shareholders, stakeholders and the public generally.
In formulating this policy, the Company has taken into account the recommendations contained in the Malaysian Code on Corporate Governance (MCCG) 2012 and its disclosure obligations contained in the Listing Requirements of Bursa Malaysia Securities Berhad.
Click here to view the Corporate Disclosure Policy
Investor Relations Policy
The Group has established an Investor Relations (“IR”) Policy to develop an effective IR programme and strategy to communicate the Corporate vision, strategies, developments, financial plans and prospects to investors, financial community and other stakeholders fairly and accurately and to obtain feedback from the stakeholders.
Click here to view the Investor Relations Policy
Non-Assurance Services Pre-Approval Policy
The Malaysian Institute of Accountants (MIA) By-Laws on Professional Ethics, Conduct and Practice and International Ethics Standards Board for Accountants’ Code on Ethics for Professional Accountants (IESBA Code)’s revised non-assurance service standard requires that all non-assurance services (“NAS”) provided by the independent auditor to an audit client that is a public interest entity (“PIE”), or its direct or indirect controlling/controlled entities, should be pre-approved by those charged with governance. This requirement is to enable those charged with governance of the PIE audit client to have oversight of the independence of the auditor.
Accordingly, the Audit Committee and the Board of Directors of VSTECS Berhad (“VSTECS” or “the Company”) have adopted the following Non-Assurance Services Pre-Approval Policy (“Policy”). This Policy sets forth procedures and conditions whereby permissible NAS provided by the independent auditor will be pre-approved for the Company and its subsidiaries within the corporate structure of VSTECS.
Click here to view the Non-Assurance Services Pre-approval Policy
Policies & Procedures to assess suitability, objectivity & independence of External Auditors
Practice 9.3 of the Malaysian Code on Corporate Governance stipulates that the Audit Committee (“AC”) should have policies and procedures to assess the suitability, objectivity and independence of the external auditors. The Policies and Procedures to Assess the Suitability, Objectivity and Independence of External Auditors sets out the criteria which the AC should consider in assessing the suitability, objectivity and independence of the external auditors.
Click here to view the Policies & Procedures to assess suitability, objectivity & independence of External Auditors
Terms of Reference of Audit Committee
The Audit Committee of VSTECS Berhad was formed by the Board of Directors of the Company. Its primary function, in line with the Malaysian Code on Corporate Governance, is to assist the Board of Directors in meeting its responsibilities relating to accounting and reporting practices of the Company and its subsidiary companies.
Click here to view the Terms of Reference of Audit Committee
Terms of Reference of Nominating Committee
The principal duties of the Nominating Committee are to assist the Board in developing, maintaining and reviewing the criteria to be used in the recruitment process as well as conducting an annual assessment of Directors.
Click here to view the Terms of Reference of Nominating Committee
Terms of Reference of Remuneration Committee
The principal duties of the Remuneration Committee are to evaluate the remuneration of the Executive Director, Non-Executive Director, CEO, Executive Chairman and Senior Management and thereby ensuring the level of remuneration sufficient to attract and retain talents.
The Remuneration Committee recommends to the Board the policy and framework of the Directors’ remuneration and the remuneration package of the Executive Directors. It is the ultimate responsibility of the Board to approve the remuneration packages of Directors.
Click here to view the Terms of Reference of Remuneration Committee
Rights of Shareholders
The Company is committed to the highest standards of corporate governance and respects the rights of our shareholders. As a shareholder of the Company, you have the right to:
- Request for and convene general meetings pursuant to Section 144 of the Companies Act, 1965 (not less than 10% paid-up capital)
- Attend or appoint a proxy to participate at all general meetings
- * Vote and to demand for a poll voting on any resolution at general meetings
- Access to information such as:
- The Register of Directors, Managers and Secretaries
- The Register of Substantial Shareholders
- The Register of Depositors (30 Top Shareholders)
- Minutes of General Meetings
Click here to view the Rights of Shareholders
Note: * A poll can be demanded in the following manner:
- By at least three (3) shareholders present in person or by proxy, or
- By any shareholder or shareholders present in person or by proxy holding not less than 10% of the total voting rights, or
- By the Chairman