As a government-linked private equity fund management company, Ekuinas is fully committed to transparency and as such, it subscribes to the relevant and applicable principles of the corporate governance requirements. However, Ekuinas is not a listed entity and, therefore, is only encouraged to comply with the corporate governance disclosure requirements set out by Bursa Malaysia Securities Berhad (Bursa Malaysia) or the Malaysian Code on Corporate Governance.
OUR CORPORATE GOVERNANCE FRAMEWORK
The Board and Management of Ekuinas are committed to the highest standards of corporate governance and have implemented the Ekuinas Corporate Governance Framework at the Company level, while advocating good governance practices within that Framework to all portfolio companies.
A pragmatic corporate governance framework has been developed, approved by the Board and adopted by Ekuinas based on the following principles:
To promote greater transparency, accountability and responsiveness
To reinforce long term value creation and strike a balance between risks and returns
To encourage innovation and entrepreneurship within the Company through efficient oversight and risk management framework
As part of best practice in good corporate governance, the Board has adopted a Governance Charter that delineates the key governance principles to be adhered to by the Board and the Company. The charter addresses, among others, the following matters:-
- Duties and Responsibilities of the Board;
- Composition of the Board;
- Code of Conduct;
- Delegation of Authority;
The adopted Governance Charter sets out the key values, principles and ethos of Ekuinas. In this regard, the Governance Charter serves not only as a reminder of the Board’s roles and responsibilities, but also as a general statement of intent and expectation as to how the Board will discharge their duties.
To assist the Board in efficient discharge of its responsibilities in providing independent oversight of the Company’s management, a number of board committees (Board Committees) have been established, as set out below:
- Audit and Risk Management Committee (ARMC);
- Nomination and Remuneration Committee (NRC);
- Investment Committee (IC); and
- CSR Committee (CC).
Audit and Risk Management Committee (ARMC)
- Provide assistance to the Board in fulfilling its fiduciary responsibilities particularly relating to business ethics,
policies and financial management control;
- Oversee the function of the CGRM department and report to the Board significant changes in the business and
the external environment, which affect key risks;
- Review arrangements established by Management for compliance with any regulatory or other external reporting
requirements, by-laws and regulations related to the Company’s operations.
- Ensure effective corporate governance, internal control, and external financial reporting practices.
Nomination and Remuneration Committee (NRC)
In relation to nomination, its responsibilities includes the following:
- to nominate and recommend to the Board, candidates to be appointed as Director of the Company;
- to assist the Board in its annual review of its required mix of skills, experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board; and
- to assist the Board in implementing an assessment programme to assess the effectiveness of the Board as a
whole, the committees of the Board and the individual director on an annual basis.
In relation to remuneration, its responsibilities shall include the following:
- to determine and recommend to the Board the framework or broad policy for remuneration;
- to establish a formal and transparent procedure for developing the policy on the total individual remuneration
package including, where appropriate, bonuses, incentives and shadow options;
- to review any major changes in employee benefit structures throughout the Company.
Investment Committee (IC)
The Investment Committee is made up of members of the Senior Management of the Company and two Independent Non-Executive Directors. This structure is common practice in most private equity organisations to ensure investment decisions can be made on a timely basis with adequate oversight, strong commitment and accountability from the investment professionals.
The key responsibilities and functions of the Investment Committee include:
- approving recommendation of all investment and divestment decisions made by Ekuinas;
- approving all decisions pertaining to the management of all investments made by Ekuinas; and
- reviewing the quality and reliability of all financial information in respect of all investments.
CSR Committee (CC)
The CSR Committee (CC), which is chaired by an Independent Non-Executive Director and consists of the Senior Management, was established to review and monitor Ekuinas’ CSR programmes and ensure that the Company implements the highest standards of governance and internal control for CSR activities. Management is required to update the CSR activities and programmes as and when required by the CC and/or the Board.
The key responsibilities and functions of the CC include:
- to review and approve Ekuinas CSR’s annual plan including the allocation of the total budgeted amount for Ekuinas CSR as approved by the Board, into the different CSR programmes and initiatives;
- to monitor the implementation of all CSR activities; and
- to deliberate any serious issues on CSR projects that have financial or reputational implications against Ekuinas.
TERMS OF REFERENCEThe Terms of Reference of the main Board Committees can be downloaded below:
At Ekuinas, we adhere to the highest standards of corporate governance and aim to adopt global best practices throughout our operations. We also uphold global private equity best practices in ensuring fair and prompt disclosure of information with regard to all investments. We have formulated a detailed Disclosure Policy which can be viewed here.