Governance

Operating Responsibly

In This Section

At Elsoft, we are committed to practice the principles of good corporate governance and to protect the interest of our shareholders and stakeholders.

Our Framework

Board Charter

The company have developed a Board Charter to sets out the principal functions, composition, roles and responsibilities of the Board of Directors of Elsoft Research Berhad and also the functions and responsibilities delegated to the Board Committees as well as to the Management of Elsoft and its Group.

Code of Conduct

The company have developed a Code of Coduct to sets out the principles and standards of business ethics and conduct of the Group. Directors and employees of the Group shall not depart from the guiding principles contained herein in conducting the day-to-day duties and operations of the Group.

The Code of Conduct covering topics as below:-

  1. Conflict of Interests
  2. Confidential Information
  3. Gifts
  4. Group Assets and Funds
  5. Compliance to Law
  6. Inside Information and Securities Trading
  7. Health and Safety
  8. Harassment in the Workplace
  9. Business Conduct
  10. Cyberspace Abuse and Software Piracy

Board Committees

The Board Committees are established to assist the Board to carry out a specific function. There are three Board Committees, namely Audit Committee, Remuneration Committee and Nomination Committee.

The functions of each Board Committees are as follows:-

Audit Committee
  1. Oversee the process of internal and external audit.
  2. Review quarterly report and annual financial statements prior to the approval of the Board.
  3. Review any transactions that may results in conflict of interest.
  4. Review and verify the allocation of options to employees under Employees Share Option Scheme.
Remuneration Committee
  1. Recommend to the Board the remuneration package of executive directors in all its form, drawing from outside advice, if necessary.
  2. Recommend to the Board the remuneration of Non-Executive Directors which shall be a decision of the Board as a whole, save and except where the remuneration is in respect of any member or members of this Committee.
Nomination Committee
  1. Propose, consider and recommend to the Board suitable persons for appointment as Directors of the Company.
  2. Recommend to the Board, directors to fill the seats on Board committees.
  3. Review on an annual basis the required mix of skills and experiences and other qualities, including core competencies, which non-executive directors should bring to the Board.
  4. Assess on an annual basis the effectiveness of the Board as a whole, the committees of the Board and contribution of each individual director
    including independent non-executive directors, as well as the chief executive officer.
  5. To review the Board’s succession plans and training programmes for the Board.
  6. Review the term of office and performance of an audit committee and each of its members annually to determine whether such audit committee and members have carried out their duties in accordance with their terms of reference.