Corporate Information

 

 

 Substantial Shareholders          

 Direct Shareholding only (No. and %)

 Tan Poay Seng

    34,733,000 (21.34%)

 Tan Kok Ping, Tan Sri Dato' Seri
   (TTKP)
      9,020,000 ( 5.54%)

 KP Holdings Sdn Bhd 

    21,300,000 (13.09%)-Deemed Interest of TTKP

 Kamarudin Bin Jaffar, Dato'    10,813,510 ( 6.64%)
   
Board of Directors (6 Members) 
Executive Chairman Tan Sri Dato’ Seri Tan Kok Ping
Managing Director Tan Poay Seng
 
Non-Independent Non-Executive
  Director
 H’ng Cheok Seng
 
  
Independent Non-Executive
  Directors
 Mawan Noor Aini Binti Md. Ismail
 Tan Poh Heng
  
Alternate Director Chang Chuen Hwa
 
  (Alternate Director to Tan Poay Seng)
  
Audit Committee  
Chairman  Tan Poh Heng
Members Mawan Noor Aini Binti Md. Ismail
 H’ng Cheok Seng
  
Company Secretaries Lee Peng Loon (MACS 01258)
 P'ng Chiew Keem, Ms (MAICSA 7026443)
  
Auditors Grant Thornton
 51-8-A Menara BHL Bank 
 Jalan Sultan Ahmad Shah, 10050 Penang.
 Tel:  04-2287828
 Fax: 04-2279828
  
Registered Office 51-21-A, Menara BHL Bank,
 Jalan Sultan Ahmad Shah, 10050 Penang.
 Tel:  04-2108833
 Fax: 04-2108831
  
Share Registrar Plantation Agencies Sdn. Berhad
 3rd Floor, Standard Chartered Bank 
 Chambers, Beach Street, 10300 Penang.
 Tel: 04-2625333
 Fax: 04-2622018
  
Bankers CIMB Bank Berhad
 Malayan Banking Berhad
 AmBank (M) Berhad 
  
Stock Exchange Listing Consumer Sector
 Main Market, Bursa Malaysia
  
Stock Number 7087

 

Profile of Directors


Tan Sri Dato’ Seri Tan Kok Ping

Executive Chairman
Appointed to the Board on 18-2-2000
Aged 71, Malaysian
Bachelor Degree in Commerce, Nanyang University Singapore


Tan Sri has more than 40 years of experience in various business sectors which include property development, manufacturing of consumer electronics, garment, corrugated and plastic packaging products. 
 

He is currently the Chairman of Berjaya Sports Toto Berhad. He also sits on the Board of a subsidiary of Berjaya Land Berhad as well as in several private limited companies.

He was previously the Managing Director and Deputy Chairman of Berjaya Sports Toto Berhad and Non-Executive Chairman of Berjaya Retail Berhad.
He is the Executive Adviser and former President of Penang Chinese Chamber of Commerce. He was the Chairman of Penang Joint Chambers of Commerce and Deputy President of The Associated Chinese Chambers of Commerce and Industry of Malaysia.

Tan Poay Seng
 

Managing Director and Member of Remuneration Committee
Appointed to the Board on 18-2-2000
Aged 51, Malaysian
Diploma in Hotel Management, Switzerland

He is the Managing Director of Magni-Tech Industries Berhad since 2000. He has more than 20 years of experience in various business sectors which include manufacturing, property development, marketing, retailing and healthcare services. He also sits on the Board of several private limited companies.


H’ng Cheok Seng

Non-Independent Non-Executive Director ; Member of Audit Committee and Nominating Committee
Appointed to the Board on 18-2-2000
Aged 60, Malaysian
Fellow Member, Association of Chartered Certified Accountants, UK

He has over 28 years experience in financial, corporate and accounting related positions with investment holding, local and multi-national electronic manufacturing companies. Prior to his Pre-U studies, he had 6 years of audit and taxation working experience with a local public accounting firm.
 

Mawan Noor Aini Binti Md. Ismail

Independent Non-Executive Director ; Member of Audit Committee, Nominating Committee and Remuneration Committee
Appointed to the Board on 8-2-2010
Aged 70, Malaysian

Masters in Public Administration (Finance) from University of Southern California. and Associate
 member of the Malaysian Institute of Chartered Secretaries and Administrators

She began her career at Standard Chartered Bank after graduating from Institut Teknologi Mara with a professional qualification in ICSA (The Institute of Chartered Secretaries and Administrators, United Kingdom). Subsequently, she joined Universiti Sains Malaysia, Penang as a Administrative Officer/Assistant Bursar until she retired in 2008 as Bursar of the University.

Tan Poh Heng

Independent Non-Executive Director ; Chairman and Member of Audit Committee, Nominating Committee and Remuneration Committee
Appointed to the Board on 20-11-2014
Aged 61, Malaysian

Member of both the Malaysian Institute of Certified Public Accountants and Malaysian Institute of Accountants

He joined Messrs. Price Waterhouse & Co. as an Audit Assistant in May 1978 until March 1983 when he completed his professional examination and qualified as an accountant. He joined Messrs. Peat, Marwick, Mitchell & Co. as a Qualified Assistant. In January 1985, he left the accounting firm as an Audit Supervisor to join South Island Garment Sdn. Bhd. as a Chief Accountant. He left South Island Garment Sdn. Bhd. in March 2002 when he held the position of Senior General Manager. He was attached to Messrs. JB Lau & Associates as the Senior Audit Manager from June 2002 to September 2003. He was the Chief Financial Officer of GPS Tech Solutions Sdn. Bhd from December 2004 to August 2012. He was the Financial Controller of Punch Industry Malaysia Sdn Bhd., a 100% subsidiary company of Punch Industry Co., Ltd from September 2012 until he attained his statutory retirement age in September 2017.
 
He has also been an Independent Non-Executive Director and Chairman of the Audit Committee, Nomination Committee and Remuneration Committee of Scope Industries Berhad since 13 May 2008.

 

Chang Chuen Hwa


Alternate Director to Tan Poay Seng
Appointed to the Board on 18-2-2000 and redesignated as the Alternate Director on 23-8-2008
Aged 61, Malaysian
Bachelor of Business Studies Degree, Massey University, New Zealand

 

He is the Managing Director of South Island Plastics Sdn Bhd (SIP), a wholly owned subsidiary of the Company and was attached to SIP since 1982. During his 30 years of service with SIP, he has gained extensive knowledge of the plastic film packaging industry.

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Board Charter 

1. Purpose 

The Board Charter sets out the duties, responsibilities, functions and composition of the Board in accordance with the appropriate standards for good corporate governance. It also sets out the delegation of authority by the Board to various committees to ensure the Board members in performing their responsibilities on behalf of the Group would act in the best interests of all stakeholders.

2. Authority 

The Board derives its authority to act from the Memorandum and Articles of Association of the Company and the laws and regulations governing companies in Malaysia. 

3. Duties and Responsibilities of the Board 

The Board has the overall responsibility for corporate governance, setting strategic direction, overseeing the management of the Group’s business and ultimately creating shareholders’ value in the long run.  

The Board of Directors :  

(a) Formulate the Group’s strategic plans and where appropriate, to include strategies on economic, environmental and social considerations underpinning sustainability ;

(b) Carry out periodic review of the Group’s financial and operating results ;

(c) Identify principal risks and ensure the implementation of appropriate systems to manage those risks ;

(d) Oversee the conduct of the Group’s business ; and

(e) Ensure that the Group’s management information and internal controls system are in place and properly implemented. 

4. Board Committees 

The Board delegates the specific responsibilities to 3 Board Committees, namely the Audit Committee (AC), Nominating Committee (NC) and Remuneration Committee (RC), all of which have terms of reference to govern their responsibilities. 

Each Committee has its own specific terms of reference as approved by the Board. The powers and authority delegated to these Committees are also set out in the terms of reference of each of the Committees. The terms of reference of the Committees will be reviewed periodically and amended accordingly after approval by the Board. 

The evaluation of the committees and its members will be performed annually.

5. Executive Chairman

The Chairman leads the board of directors in providing governance and oversight as well as guidance on strategic matters.  The Chairman presides at the Board meetings and general meetings

6. Managing Director  

Reporting to the Board, the Managing Director’s responsibility is to focus on the business and operations of the Group, ensuring that it is run efficiently and effectively and in accordance with the strategic decisions of the Board.

7. Executive Directors 

The Executive Directors are involved in overseeing the day-to-day operations and management within their areas of responsibilities and are decision makers on matters within their scope. They work closely with the Managing Director and with each other to lead the management to ensure growth and sustainability of the Group businesses.

8. Non-Executive Directors 

(a) The Non-Executive Directors do not participate in the day-to-day management of the Group. 

(b) They provide independent and objective assessment and judgments on the direction, strategies, plans and performances of the Group.

9. Composition of Directors 

9.1 The Company’s Articles of Association provides for a minimum of two (2) directors and a maximum of ten (10) directors.  

In accordance with Paragraph 15.02 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company must ensure that at least 2 directors or 1/3 of the Board, whichever is the higher, of Board members must comprise of Independent Directors who provide independent judgement and objectivity. 

The Board should comprise suitably qualified individuals with diverse set of skills, knowledge, expertise and experience. 

The size, composition and diversity of the Board shall be reviewed and determined at least annually to reflect the Company’s requirements and to facilitate effective decision-making. 

9.4 The assessment on the performance of each Director will be performed annually. 

10. Maximum Tenure for Independent Directors 

10.1 The tenure of an Independent Director should not exceed a cumulative term of nine years. Notwithstanding this, a Director may continue to serve as an Independent Director beyond 9 years.

If the Nomination Committee has concluded and the Board has concurred, after assessment carried out annually, that the services of the independent director concerned are still required by the Company subject to his/her reappointment as Independent Director being approved by shareholders.

If the board continues to retain the Independent Director after the twelfth year, the board should seek annual shareholders’ approval through a two-tier voting process.

 

10.2 Alternatively, upon completion of the nine years, an Independent Director may continue to serve on the Board subject to his re-designation as a Non-Independent Director. 

11.  Annual Review of Independent Directors 

The Board through NC carries out an annual assessment of the independent directors with the aim of strengthening the role of independent directors to facilitate independent and objective decision making in the Company, free from undue influence and bias. 

Criteria have been set to assess the independence of independent Directors which are in line with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. 

12.  New Appointment/Re-election of Director 

NC is responsible for assessing the nominee(s) for directorship and thereupon submitting their recommendation to the Board for decision. 

Appointments of Director to the Board shall be made and carried out based on the recommendation of the NC. The Board shall comprise members who collectively have the right mix of qualifications, skills, competencies and other complimentary attributes that will best serve the needs of the Company. Time commitment will also be obtained from a Director at the time of appointment. Additionally, All Board members should notify the Chairman of the Board before accepting any new directorship outside the Group. 

In accordance with the Company’s Articles of Association, at least one-third (1/3) of the Directors shall retire from office every year provided always that all Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election at the Annual General Meeting (“AGM”).  

Eligible directors may seek re-election at the AGM. NC is responsible for recommending to the Board those Directors who are eligible to stand for re-election. The recommendation is based on the reviews of their performance taking into consideration their contribution to the Board through their skills, experience, qualities and ability to act in the best interests of the Company in decision making.   

13.  Directors’ Training 

All newly appointed Directors are to complete their Mandatory Accreditation Programme as required by the listing requirements of Bursa Malaysia Securities Berhad. The Directors through the NC assesses the training needs of each director and recommends the types of training programs the Directors may attend in order to enhance their knowledge and contribution to the Board.

14.  Board Meetings  

The Board will have at least four (4) scheduled meetings annually, with additional meetings to be convened as and when necessary. 

Board papers with sufficient notice are distributed to Directors at least seven (7) days or such earlier period as agreed by the Board prior to each meeting to enable the Directors to peruse and seek additional information or obtained further explanation on matters to be deliberated. 

14.   Access to Information and Independent Advice  

The Board is supplied with, on a timely basis, information in a form and of quality appropriate to enable it to discharge its duties. 

Every Director has also access to the advice and services of the Companies Secretary and may obtain independent professional advice at the Company’s expense in furtherance of their duties. 

15. Directors’ Code of Ethics 

The Company’s Code of Ethics (COE) provides the standard of conduct required for directors and employees regarding ethical and behavioral considerations or actions in discharging their duties and responsibilities. 

The COE promotes integrity and ethical conduct in all aspects of the Group operations. The areas covered in the COE include dealings in securities, confidentiality of information, conflict of interest, bribery and corruption, gifts and dealings with business partners. 

16. Review of Board Charter 

The Board Charter will be annually reviewed or as and when necessary by the Board to be updated with the changes in regulations and best practices in order to ensure its effectiveness and relevance to the Board’s objectives.

(Revised and Adopted on 8 August 2018) 

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Code of Conduct for Directors and Other Employees

Directors and other employees are required to display the highest levels of professionalism in all aspects of their work and comply with this Code of Ethics (the “Code”) and all applicable laws, regulations and other policies applicable within the Group.

The Board oversees compliance with the Code and reviews the Code regularly to ensure that it continues to remain relevant and appropriate.

1. To act in the best interests of the Group.

 

2. Not to engage directly or indirectly in any business activity that competes or conflicts with the Group's interests or which divide his or her loyalty to the Group.

3. Not to trade in securities or not to provide information to others to trade in securities of the Company until the price-sensitive information is publicly released.

4. Not to conduct business other than the Group's business during office hours.

5. Not to solicit or accept gifts, payments, loans, services or any form of compensation from suppliers, customers, competitors or others seeking to do business with the Group.

 

6. To comply with all applicable laws, rules and regulations of each country in which the Company does business.

 

7. To keep confidential any important information about the Group that has not been disclosed to unauthorized recipients.

 

8. To protect the Group's funds, assets, resources and information and shall not use them to pursue personal opportunities or gain.

 

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Whistleblowing Channel

The whistleblowing channel is enable employees and others to seek advice and without fear of retaliation raise concerns or report instances of improper activities or misconduct, potential non-compliance with the Code, other corporate policies, laws and regulations. 


Employees are encouraged to first discuss any compliance matters internally with their immediate superior. If such measures are not deemed to be sufficient, advice may be sought or incidents may be reported to the Managing Director office via email no. admin@magni-tech.com.my.

 

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Corporate Disclosure Policy

1.  Introduction

The Corporate Disclosure Policy (“this Policy”) of Magni-Tech Industries Berhad  (“Magni or the Company”) sets out the requirements for disclosure including the quality of disclosure to provide shareholders and investing public with comprehensive, accurate and quality information on a timely basis.

This Policy applies to all directors, management and employees of Magni Group (“the Group”). It outlines the Group’s approach toward the determination and dissemination of material information, the circumstances under which the confidentiality of information will be maintained, and restrictions on insider trading. It also provides guidelines in order to achieve consistent disclosure practices across the Group.

2.  Objective

This Policy aims to achieve the following objectives:

(a)  To promote and demonstrate a high standard of integrity and transparency through timely, accurate, quality and complete disclosure of material information.

(b)  To build good investor relations with the shareholders and investing public.

3.  Designated Spokeperson

The Magni Group designated the following Authorised Spokespersons for overseeing and coordinating the disclosure of material information. The list of the Authorised Spokespersons is as follows:- 

 

(a) Chairman

(b) Managing Director

(c) any person who is authorised by the Chairman or Managing Director or the Board

4.  Mode of Disclosure

The Company makes use of brand of communication channels to disseminate information regarding the Group, which include electronic facilities provided by Bursa Malaysia, press releases, corporate website, email, general meetings and other briefing materials. 

5.  Principle of Disclosure Control

The Company has adopted the following principles and procedures to bridge and enhance the relationship with the shareholders and investing public :

5.1.  Immediate disclosure of Material Information

Any material information that is reasonably expected to have a material effect on the price value or market activity of the shares or the investors’ decision making, must be announced immediately to Bursa Malaysia.

5.2.  Withholding of Material information and maintaining confidentially

Material information may be kept confidential temporarily if the immediate disclosure would prejudice the ability of the Company to pursue its corporate objectives. In such a case, the Company must ensure that the confidential information is securely held to prevent from leakage.

5.3.  Restriction of Insider Trading

Directors or Employees who possess undisclosed material information are prohibited from dealing directly or indirectly in the Company's securities unless the information has been publicly disclosed at least one full market day from the date of the announcement of material information.

5.4.  Unusual Market Activity (“UMA”)

The Company will undertake due enquiry when there is unusual trading activity or price movement of the Company’s securities upon receipt of a written UMA query from Bursa Malaysia. Upon determination of the cause, the Company should issue a clarifying announcement on an immediate basis.

5.5.  Market Speculation or Rumour

As a general rule, the Company will not comment on any market speculation or rumour unless otherwise decided by the Board or as required by Bursa Malaysia.

5.6  Company's Website

The Company’s website, www.magni-tech.com.my provides an avenue for the shareholders and the investing public to access information pertaining to the Group’s profile, business and investor updates.  The Company must ensure that its website is regularly updated with its latest disclosures.

6.  Periodic Disclosure

The quarterly interim financial results are prepared in the format which is in compliance with the Listing Requirements and is announced to Bursa Malaysia after approved by the Board.

The Annual Report / Circular to shareholder (if applicable) will be printed and distributed to shareholders at stipulated timeframe required under Listing Requirements.

7. Review of Policy

This Policy shall be reviewed by the Board as and when necessary and may be amended as the Board may deem appropriate.

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Audit Committee’s Terms of Reference

Membership

a)  The Audit Committee (“AC”) member shall comprise at least 3 Non-Executive Directors, a majority of whom, including the Chairman, shall be independent directors.

b)  At least one member of AC must be a member of the Malaysian Institute of Accountants ; or shall fulfil such other requirements as prescribed in the Main Market Listing Requirements of Bursa Malaysia.

c)  No former audit partner shall be appointed as a member of AC before observing a cooling-off period of at least two (2) years.

d)  No alternate director shall be appointed as a member of AC.

Quorum

(a) The quorum for AC meeting shall be the majority of members present whom must be independent directors.

Authority

Wherever necessary and reasonable for the performance of its duties, the AC shall:-

a)  have authority to investigate any matter within its terms of reference;

b)  have the resources which are required to perform its duties;

c)  have full and unrestricted access to any information pertaining to the Company;

d)  have direct communication channels with the external auditors;

e)  be able to obtain independent professional or other advice; and

f)   be able to convene meetings with the external auditors without the attendance of the Executive Directors and management staff whenever deemed necessary.

Functions

The function of AC is to assist the Board in fulfilling its oversight responsibilities. The AC will :-

1)  review the following:-

a)  with the external auditors, the audit plan;

b)  with the external auditors, his evaluation of the system of internal controls;

c)  with the external auditors, his audit report;

d)  the assistance given by the employees of the Company to the external auditors;

e)  the quarterly results and year end financial statements prior to the approval of the Board, focusing particularly on:

i)   changes in or implementation of major accounting policy changes;

ii)  significant and unusual events;

iii) going concern assumptions;

iv) compliance with applicable financial reporting standards and regulatory requirements; and

f)  any related party transaction and conflict of interest situation that may arise with the

    Company and the Group.

2)  do the following, in relation to the internal audit function:

a) Review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work; and

b) Review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function.

3) review the risk management framework adopted by the Group and the processes employed to identify, evaluate and manage key business risks.

 

4) recommend the appointment of external auditors and audit fees and to recommend the nomination of a person or persons as external auditors.

5) review the suitability and independence of external auditors.

6) prepare the AC Report at the end of each financial year. 

Procedure

The AC shall regulate its own procedure, in particular the calling of meetings, the notice to be given of such meetings, the voting and proceedings of such meetings, the keeping of minutes, and the custody, production and inspection of such minutes.

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Nominating Committee's Terms of Reference 

Composition

(a) The Nominating Committee ("NC") shall be appointed by the directors from amongst its members and shall comprise of no fewer than three (3) members who are non-executive directors, the majority of whom shall be independent directors.

 

(b) The members of the NC shall elect from among their number a Chairman who is an independent non-executive director.

(c)  Where the members of NC for any reason are reduced to less than three (3), the Board shall within three (3) months of the event, appoint such number of new members as may be required to make up the minimum number of three (3) members.

Meeting and Minutes

(a) The NC shall meet as and when required upon request by the members, provided that NC shall meet at least once a year.

(b)  The quorum for NC meeting shall be the majority of members present whom must be independent directors. 

(d)  Attendance at a meeting may be by being present in person or by participating in the meeting by means of video, audio or teleconference.

(f) The NC may at its discretion and as the need arises, invite one or more persons to attend the meeting.

(g)  Minutes of each meeting shall be distributed to each member of the NC and the Board.

 

(j)  The NC may deal with matters by way of circular resolutions in lieu of convening a formal meeting.

 

(k) Unless specified above, the NC shall regulate its own procedure and business.

 

(l)  All recommendations and findings of the NC shall be submitted to the Board for approval.

 

Functions and Duties

 

(a)  To formulate the nomination, selection and succession policies for members of the Board.

(b)  To recommend to the Board suitable candidates for appointments, re-appointments/re-election of Directors to the Board and any removals, and appointment of members of Board Committees. Factors in deciding the suitability of the candidates include, amongst others, integrity and professionalism, expertise and experience, wisdom, dedication and commitment, and board diversity.

For the position of independent non-executive directors, the candidates are expected to have the ability to discharge such responsibility/functions as expected from independent non-executive directors.

(c)  To review annually the overall composition of the Board in terms of the appropriate size, mix of skills, experience and other qualities of the Board, the balance between executive directors, non-executive and independent directors, and other core competencies required.

(d)  To assess annually the effectiveness of the Board and Board Committees as well as the contribution by each individual Director and Board Committee.

(e) To assess the independence of the independent directors.

(f)  To ensure that all Directors receive appropriate continuous training programs in order to keep abreast with developments in the relevant industries and with changes in the relevant statutory and regulatory requirements.

(g)  The appointment and assessment of the performance of Key Senior Management are delegated to the Executive Directors 

(Revised and Adopted on 8 August 2018)

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Remuneration policy of Directors and Key Senior Management

Magni Group has established a remuneration policy for the Directors and Key Senior Management which aims to set a fair and equitable remuneration packages to attract, retain and motivate them to align with the corporate strategy and long term objective of the Group.

This Policy ensures they are offered with an appropriate level of remuneration that commensurate with their contributions, performance and responsibilities.

Non-Executive Directors receive a fixed annual fee for their directorship. Additional annual fee(s) are payable to any director who serves as a Board committee member. These annual directors’ fees are determined by the Board as a whole and subject to the shareholders’ approval at the Annual General Meeting. None of the individual Non-Executive Directors shall participate in determining their individual remuneration package.

Remuneration of Executive Directors and Key Senior Management may comprise both a fixed and a performance based or variable component.

Fixed remuneration (namely basic salary, allowance and other benefit) is determined on the basis of their role and position, including their professional experience, responsibility, job complexity, as well as according to the prevailing market practice and economic situation.

The performance-based remuneration (namely bonus and performance incentive) is based on a combination of an assessment of the individual’s performance and the overall performance of the Company/subsidiaries, taking into consideration the interest the stakeholders. Performance-based remuneration is generally disbursed in cash as bonus and/or performance incentive.

This Remuneration Policy of Directors and Key Senior Management was adopted by the Board.

Date : 8 August 2018